SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                   FORM 8-K

                                Current Report

                       Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act

Date of Report (Date of earliest event reported):  March 15, 2001
(March 2, 2001)

                          GREIF BROS. CORPORATION
           (Exact name of registrant as specified in its charter)

             Delaware               1-566          31-4388903
   (State or other jurisdiction    (Commission    (I.R.S. Employer
       of incorporation)            File No.)      Identification No.)

         425 Winter Road, Delaware, Ohio            43015
       (Address of Principal Executive Offices)   (Zip Code)

Registrant's telephone number, including area code   740-549-6000

                              Not Applicable
      (Former name or former address, if changed since last report)

                        Index to Exhibits on Page 6

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

On March 2, 2001, pursuant to the terms of a Share Purchase
Agreement between Greif Bros. Corporation (the "Company") and
Huhtamaki Van Leer Oyj, a Finnish corporation ("Huhtamaki"), the
Company acquired all of the issued share capital of Royal
Packaging Industries Van Leer N.V., a Netherlands limited
liability company ("Van Leer Industrial"), for $555 million less
the amount of Van Leer Industrial's debt and certain other
obligations as of the closing date.  The purchase price was
determined through arms-length negotiations between
representatives of the Company and Huhtamaki.  Van Leer Industrial
is a worldwide provider of industrial packaging and components,
including steel, fibre and plastic drums, polycarbonate water
bottles, intermediate bulk containers and closure systems, with
operations in over 40 countries.  Van Leer Industrial had EUR
1,028 million ($951 million) in net sales for its fiscal year
ended December 31, 2000. The transaction will be accounted for as
a purchase.  Prior to the closing of the acquisition, there was
no material relationship between the Company or Huhtamaki or any
of their respective affiliates, directors or officers, or any
associates of any such directors or officers.

The description contained herein of the Share Purchase Agreement
is qualified in its entirety by reference to the Share Purchase
Agreement between the Company, as buyer, and Huhtamaki, as
seller, which is attached hereto as Exhibit 2 and incorporated
herein by reference.

On March 2, 2001, the Company and Greif Spain Holdings, S.L.
entered into a $900 million Senior Secured Credit Agreement with
a syndicate of lenders.   A portion of the proceeds from the
Senior Secured Credit Agreement was used to fund the Van Leer
Industrial acquisition and to refinance amounts outstanding under
the Company's then existing revolving credit facility.  The
Senior Secured Credit Agreement provides for three term loans, a
$150 million U.S. Dollar Term Loan A, a $200 million Euro Term
Loan A and a $400 million Term Loan B, and a $150 million
revolving multicurrency credit facility.  The revolving
multicurrency credit facility, as provided for in the Senior
Secured Credit Agreement, is available for working capital and
general corporate purposes.  The Term Loan A (both U.S. Dollar
and Euro) and Term Loan B periodically reduce through the
maturity date of February 28, 2006 and February 29, 2008,
respectively.  The revolving multicurrency credit facility
matures on February 28, 2006.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS (concluded)

The Senior Secured Credit Agreement contains certain covenants,
which include financial covenants that require the Company to
maintain a certain leverage ratio, a minimum coverage of
interest expense and fixed charges and a minimum net worth. In
addition, the Company is limited with respect to the incurrence
of additional debt.  The repayment of this facility is secured by
a first lien on substantially all of the personal property and
certain of the real property of the Company.  Standard & Poor's
and Moody's Investors Service have assigned a "BB" rating and a
"Ba3" rating, respectively, to the loan obligations of the
Company under the Senior Secured Credit Agreement.

The Senior Secured Credit Agreement is filed herewith as Exhibit
99.2, and the description contained herein of the Senior Secured
Credit Agreement is qualified in its entirety by reference to such
exhibit.

The Company has previously publicly announced these transactions
and a copy of the press release issued by the Company on March 2,
2001 is included herewith as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

In accordance with Item 7(a)(4) of Form 8-K, the required
financial statements will be filed by amendment under cover
of Form 8-K/A no later than 60 days after March 17, 2001.

(b)  Pro Forma Financial Information.

In accordance with Item 7(b)(2) of Form 8-K, such pro forma
financial information will be filed by amendment under cover
of Form 8-K/A no later than 60 days after March 17, 2001.

(c)  Exhibits.

The following documents related to the purchase of Van Leer
Industrial are being filed as exhibits to this Form 8-K:

Exhibit Number         Description
                    
2                      Share Purchase Agreement, dated October 27,
                       2000, as amended on January 5, 2001 and
                       February 28, 2001, between Huhtamaki Van Leer
                       Oyj, as the seller, and Greif Bros.
                       Corporation, as the buyer (the "Share Purchase
                       Agreement").

99.1                   Press Release issued by Greif Bros. Corporation
                       on March 2, 2001.

99.2                   $900 million Senior Secured Credit Agreement,
                       dated as of March 2, 2001, among Greif Bros.
                       Corporation, as U.S. Borrower, Greif Spain
                       Holdings, S.L., as Subsidiary Borrower, Merrill
                       Lynch & Co., as Sole Lead Arranger, Sole Book-
                       Runner and Administrative Agent, Keybank
                       National Association, as Syndication Agent, ABN
                       AMRO Bank N.V., as Co-Documentation Agent,
                       National City Bank, as Co-Documentation Agent,
                       The Bank of Nova Scotia, as Paying Agent, and
                       other financial institutions party hereto from
                       time to time (the "Senior Secured Credit
                       Agreement").

Schedules and Exhibits to the Share Purchase Agreement and the
Senior Secured Credit Agreement have not been filed because the
Company believes they do not contain information material to an
investment decision that is not otherwise disclosed in the Share
Purchase Agreement and the Senior Secured Credit Agreement.  A
list has been included in the Share Purchase Agreement and the
Senior Secured Credit Agreement briefly identifying the contents
of all omitted Schedules and Exhibits.  The Company hereby agrees
to furnish a copy of any omitted Schedule or Exhibit to the
Securities and Exchange Commission upon its request.

                             SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

DATE:   March 15, 2001                      GREIF BROS. CORPORATION

                                          BY /s/ Kenneth E. Kutcher
                                             Kenneth E. Kutcher, Chief
                                             Financial Officer and
                                             Secretary

                          INDEX TO EXHIBITS

Exhibit Number          Description                                     Pages

2                      Share Purchase Agreement, dated             *
                       October 27, 2000, as amended on
                       January 5, 2001 and February 28,
                       2001, between Huhtamaki Van Leer
                       Oyj, as the seller, and Greif
                       Bros. Corporation, as the buyer.

99.1                   Press Release issued by Greif               *
                       Bros. Corporation on March 2,
                       2001.

99.2                   $900 million Senior Secured                 *
                       Credit Agreement, dated as of
                       March 2, 2001, among Greif Bros.
                       Corporation, as U.S. Borrower,
                       Greif Spain Holdings, S.L., as
                       Subsidiary Borrower, Merrill Lynch
                       & Co., as Sole Lead Arranger, Sole
                       Book-Runner and Administrative
                       Agent, Keybank National
                       Association, as Syndication Agent,
                       ABN AMRO Bank N.V., as
                       Co-Documentation Agent, National
                       City Bank, as Co-Documentation
                       Agent, The Bank of Nova Scotia, as
                       Paying Agent, and other financial
                       institutions party hereto from time
                       to time.

*  Included herein.

                                                               EXHIBIT 2

                                                               Execution copy

                            SHARE PURCHASE AGREEMENT

                             HUHTAMAKI VAN LEER OYJ

                                 as the Seller

                                     and

                            GREIF BROS. CORPORATION

                               as the Purchaser

                      for the acquisition by the Purchaser
                      of the entire issued share capital of
                      Royal Packaging Industries Van Leer N.V.

                                 NAUTADUTILH
                                  Amsterdam

Place: Amsterdam
Date: 27 October 2000

                              TABLE OF CONTENTS

                                                                
ARTICLE 1       INTERPRETATION
1.1             Definitions                                           6
1.2             References                                            15
ARTICLE 2       SALE AND PURCHASE OF THE SHARES                       15
2.1             Sale and Purchase of the Shares                       15
2.2             Transfer of the Shares                                16
ARTICLE 3       PURCHASE PRICE AND PAYMENT                            17
3.1             Purchase Price                                        17
3.2             Provisional Purchase Price                            17
3.3             Payment                                               18
ARTICLE 4       ADJUSTMENT TO PROVISIONAL PURCHASE PRICE              18
4.1             Reduction of the Provisional Purchase Price           18
4.2             Increase of the Provisional Purchase Price            19
4.3             Closing Balance Sheet                                 19
4.4             Open Issues                                           21
4.5             Payment of the Adjustment                             22
4.6             Conversion US dollars - Euro                          23
ARTICLE 5       REPRESENTATIONS AND WARRANTIES                        23
5.1             Seller's Representations and Warranties               23
5.2             Purchaser's Representations and Warranties            23
ARTICLE 6       INDEMNIFICATION AND SURVIVAL                          23
6.1             Indemnification                                       23
6.2             Survival of the Seller's Representations
                and Warranties                                        24
6.3             Purchaser's Investigation and Awareness               25
6.4             Limitation of Indemnification Amount under the
                Seller's Representations and Warranties               25
6.5             Threshold                                             26
6.6             Effects of Taxes, Insurances and Provisions           26
6.7             Change of law                                         27
6.8             Information of Claim                                  27
6.9             Defence against Third Party Claims                    27
6.10            Officers and Directors of the Company's Group         29
6.11            Environmental Liability and Indemnity                 29
ARTICLE 7       PRE-CLOSING COVENANTS                                 43
7.1             Conduct of Business                                   43
7.2             Reorganisation                                        44
7.3             Access to Information and Properties                  46
7.4             Belgian Coordination Center                           46
7.5             Supervisory Board Van Leer Netherlands B.V.           46
ARTICLE 8       CONDITIONS PRECEDENT                                  46
8.1             Conditions Precedent to the Obligations of
                both Parties                                          46
8.2             Conditions Precedent to the Purchaser's Obligations   48
8.3             Conditions Precedent to the Seller's Obligations      48
8.4             Fulfilment of Conditions Precedent                    48
8.5             Material Breach                                       49
ARTICLE 9       CLOSING                                               50
9.1             Place of Closing                                      50
9.2             Settlement of intercompany debt                       50
9.3             Release of guarantees and indemnity                   50
9.4             Pensions                                              51
9.5             Service Agreement                                     53
9.6             Insurance Policies                                    53
9.7             Resignation of Directors                              53
9.8             Custody Agreement                                     53
9.9             Further Closing actions to be taken                   53
ARTICLE 10      NON-COMPETITION AND CONFIDENTIALITY                   54
10.1            Non-Competition Seller                                54
10.2            Non-Solicitation Purchaser                            55
10.3            Confidentiality                                       55
10.4            Name Van Leer and Huhtamaki                           55
ARTICLE 11      ANNOUNCEMENT                                          56
11.1            Disclosure                                            56
11.2            Press release                                         56
ARTICLE 12      TERMINATION                                           57
12.1            Termination                                           57
12.2            Effect of Termination                                 57
ARTICLE 13      MISCELLANEOUS                                         58
13.1            Entire Agreement                                      58
13.2            Further Assurance                                     58
13.3            Changes                                               58
13.4            Invalid Provisions                                    59
13.5            Descriptive Headings                                  59
13.6            Expenses                                              59
13.7            No Implied Waivers                                    59
13.8            No Rescission                                         60
13.9            Notices                                               60
13.10           Assignment                                            61
13.11           Civil Law Notary                                      61
13.12           Counterparts                                          62
ARTICLE 14      GOVERNING LAW AND DISPUTES                            62
14.1            Governing Law                                         62
14.2            Disputes                                              62

Schedules
                  
Schedule 1           Draft deed of transfer of Shares
Schedule 2           Due Diligence Information List
Schedule 3           Purchaser's Representations and Warranties
Schedule 4 (i)       Seller's Representations and Warranties
Schedule 4 (ii)      Disclosure Letter
Schedule 5           Form of Service Agreement
Schedule 6           Significant Subsidiaries
Schedule 7           Merrill Lynch comfort letter
Schedule 8 (i)       Description of Reorganisation
Schedule 8 (ii)      Reorganisation indemnity exceptions
Schedule 9           Form of Transition Period Agreement
Schedule 10 (i)      Legal opinion of Seller's Finnish counsel
Schedule 10 (ii)     Legal opinion of Purchaser's US counsel
Schedule 11          Insurance policies terminating at Closing
Schedule 12          Jurisdictions re non-competition
Schedule 13          Press release
Schedule 14          Split enterprise pension funds
Schedule 15          Split enterprise pension fund employees
Schedule 16          Intentionally left blank
Schedule 17 (i)      List of accounts re Net Outstanding Indebtedness
Schedule 17 (ii)     List of accounts re Net Working Capital
Schedule 18          Mexico related loan
Schedule 19          Hypothetical calculations Provisional Purchase
                     Price
Schedule 20          Minimum Supporting Data
Schedule 21          Environmental disclosure letter
Schedule 22          Property
Schedule 23          Intentionally left blank
Schedule 24          Known matters excluded from insurance coverage
Schedule 25          Van Leer Corporate Environmental Policy
Schedule 26          Form of Custody Agreement

                      SHARE PURCHASE AGREEMENT

THE UNDERSIGNED:

(1) HUHTAMAKI VAN LEER OYJ, a company duly incorporated and
    validly existing under the laws of Finland, established and
    having its principal office in Espoo as the seller (the
    "Seller"); and

(2) GREIF BROS. CORPORATION, a corporation organised under the
    laws of the State of Delaware, USA, having its principal
    offices at 425 Winter Road, Delaware, Ohio, USA as the
    purchaser (the "Purchaser");

WHEREAS:

A. on the date hereof, the Seller has full right and title to
   the entire issued share capital of ROYAL PACKAGING INDUSTRIES
   VAN LEER N.V., a public company with limited liability
   organised under the laws of the Netherlands, having its
   registered seat and office at Amstelveen, the Netherlands as
   (the "Company");

B. the Company, directly or indirectly, has full right and title
   to the Subsidiary Shares (as hereinafter defined);

C. prior to Closing (as hereinafter defined), the Seller may
   transfer the Shares (as hereinafter defined) to one of its
   subsidiaries as further provided in Article 2.1 and Article
   13.10;

D. the Seller wishes to sell the Shares to the Purchaser (or, as
   the case may be, the Seller wishes to cause its subsidiary to
   which it has transferred the Shares prior to Closing to sell
   and transfer the Shares to the Purchaser) and the Purchaser
   wishes to purchase the Shares from the Seller (or as the case
   may be, from the subsidiary to which the Seller will have
   transferred the Shares prior to Closing) subject to the terms
   and conditions and for the Purchase Price as set forth in
   this agreement (the "Agreement"); and

E. all required procedures, if any, to be followed under
   employee or trade union consultation legislation and
   regulations under Dutch law which have to be completed prior
   to execution of this Agreement, have been completed .

NOW HEREBY AGREE AS FOLLOWS:

ARTICLE 1 INTERPRETATION

1.1 Definitions

Unless the context requires otherwise, the following capitalised
terms and expressions in this Agreement are defined terms and
expressions which shall have the following meanings:

Agreement:                    this Share Purchase Agreement

Annex:                        each of the annexes to Schedule 4(i)

Breach:                       shall have the meaning given to it in
                              Article 6.1

Civil Law Notary:             civil law notary Mr F. Oldenburg or any
                              other civil law notary of Nauta Dutilh,
                              attorneys, civil law notaries and tax
                              advisers or any of their deputies

Closing:                      the completion of the transactions
                              contemplated by this Agreement on the
                              Closing Date

Closing Balance Sheet:        the audited consolidated balance
                              sheet of the Industrial Packaging
                              Division as at Closing to be prepared
                              in accordance with Articles 4.3 and 4.4

Closing Date:                 a date to be agreed upon by the
                              Parties, which date shall be within ten
                              (10) days after fulfilment or waiver of
                              all conditions precedent set forth in
                              Article 8

Company:                      Royal Packaging Industries Van Leer
                              N.V., a public company with limited
                              liability organised under the laws of
                              the Netherlands, having its registered
                              seat and office at Amstelveen, the
                              Netherlands

Company's Group:              the Company and its Subsidiaries

Confidentiality Agreement:    the agreement between the Parties dated
                              28 March 2000 setting forth the terms
                              and conditions on confidentiality with
                              respect to this transaction and as
                              further referred to in Article 10.3 and
                              13.1 of this Agreement

Consumer Packaging Division:  the subsidiaries of the Seller,
                              excluding the Company's Group and
                              excluding the Included Assets and
                              including the Excluded Assets

Deed of Transfer:             the notarial deed of transfer of the
                              Shares in the form of Schedule 1

Disclosure Letter:            the letter, with the annexes
                              attached thereto and made part thereof,
                              of even date with this Agreement from
                              the Seller to the Purchaser, attached
                              to and made part of Schedule 4 (ii), as
                              accepted in writing by the Purchaser
                              and containing various specific
                              disclosures against the Seller's
                              Representations and Warranties

Due Diligence Information:    the information as listed in part (i),
                              (ii) and (iii) of Schedule 2 disclosed
                              by the Seller or the Company's Group to
                              the Purchaser in connection with the
                              due diligence investigation carried out
                              by the Purchaser into the Company's
                              Group

Dutch GAAP:                   the accounting principles and
                              practices generally accepted in the
                              Netherlands with respect to the
                              preparation of annual accounts

Encumbrances:                 any lien (statutory or other),
                              attachment, charge, security interest,
                              mortgage, deed of trust, pledge,
                              hypothecation, assignment, usufruct,
                              conditional sale or other title
                              retention agreement, preference,
                              priority or other security agreement or
                              preferential arrangement of any kind or
                              nature, and any easement, encroachment,
                              restriction, right of way or other
                              encumbrance of any kind

Environmental Laws            any and all applicable laws,
                              regulations, rules, orders,
                              ordinances, and/or decrees issued,
                              promulgated, enforced, or enacted by
                              any national, federal, state, or local
                              government or governmental authority,
                              and any non-statutory, common law, or
                              court decision, and concerning the
                              Investigation (as defined in Article
                              6.11.1 of this Agreement) of or the
                              actual or threatened contamination,
                              release, discharge, dispersal, escape,
                              migration or presence of pollutants in
                              the air, land, soil, subsurface
                              strata, surface water, or ground water

Estimated Net Outstanding
Indebtedness:                 the estimated Net Outstanding
                              Indebtedness as referred to in Article
                              3.2

Estimated Net Working
Capital:                      the estimated Net Working Capital as
                              referred to in Article 3.2

Excluded Assets:              the assets and liabilities of the
                              Company's Group as per the Closing
                              Date which are not Included Assets

Included Assets:              the assets and liabilities reflected
                              in the Pro Forma Accounts plus the
                              assets and liabilities belonging to
                              the business of the Industrial
                              Packaging Division which under Dutch
                              GAAP do not need to be reflected in
                              such Pro Forma Accounts, less those
                              assets disposed of and liabilities
                              discharged since 31 December 1999 in
                              the ordinary course of business of the
                              Industrial Packaging Division and plus
                              those assets acquired and liabilities
                              incurred by the Industrial Packaging
                              Division since 31 December 1999 in its
                              ordinary course of business

Indemnification Amount:       shall have the meaning given to it
                              in Article 6.1

Industrial Packaging
Division:                     the Company's Group including the
                              Included Assets and excluding the
                              Excluded Assets

Net Outstanding Indebtedness: the sum of (i) all interest-bearing
                              indebtedness (including, without
                              limitation, long term loans, short
                              term loans, the current portion of
                              long term loans and, in each case, any
                              accrued interest thereon), (ii) all
                              negative cash accounts, overdrafts
                              and, in each case, any accrued
                              interest thereon, (iii) the amount of
                              all provisions and reserves for
                              unfunded pension liabilities and pre-
                              pension and post and early retirement
                              obligations included under "Provisions
                              for liabilities and other charges"
                              included in the Closing Balance Sheet,
                              (iv) all capitalised leases or other
                              leases which, pursuant to Dutch GAAP,
                              should be characterised as capital
                              leases, (v) the amount of outside
                              shareholders' interest included under
                              "Capital and Reserves" included in the
                              Closing Balance Sheet and (vi) accrual
                              for performance incentives as further
                              set forth in Article 4.3, minus (a)
                              all interest-bearing short term loan
                              receivables, interest-bearing long
                              term loan receivables and other
                              interest-bearing receivables, in each
                              case, net of related provisions and
                              reserves therefor (including, without
                              limitation, any accrued interest
                              thereon), and minus (b) all cash and
                              cash equivalents (including bank
                              receivables and marketable securities)
                              and, in each case, any accrued
                              interest thereon, of the Industrial
                              Packaging Division on a consolidated
                              basis as at Closing and all as the
                              same are determined in accordance with
                              the accounting principles and
                              practices applied on a basis
                              consistent with the accounting
                              principles and practices applied with
                              respect to the Pro Forma Accounts as
                              if the Closing were the year end; for
                              the avoidance of doubt it is hereby
                              provided that Net Outstanding
                              Indebtedness will be considered to be
                              a negative amount for the purpose of
                              calculating the Purchase Price if the
                              amount of the sum of the liabilities
                              referred to in subparagraphs (i)
                              through (vi) above is higher than the
                              amount of the sum of the assets
                              referred to in subparagraphs (a) and
                              (b) above and that Net Outstanding
                              Indebtedness  will be considered to be
                              a positive amount for the purpose of
                              calculating the Purchase Price if the
                              amount of the sum of the liabilities
                              referred to in subparagraphs (i)
                              through (vi) above is lower than the
                              amount of the sum of the assets
                              referred to in subparagraphs (a) and
                              (b) above (a list of accounts with
                              account numbers in the Company's
                              accounting system that are included in
                              the Net Outstanding Indebtedness is
                              attached as Schedule 17(i));1

Net Working Capital:          the sum of the trade receivables,
                              miscellaneous receivables and the
                              inventory minus the trade payables and
                              the miscellaneous payables of the
                              Industrial Packaging Division, all on a
                              consolidated basis as at Closing and
                              all as the same are determined in
                              accordance with the accounting
                              principles and practices applied on a
                              basis consistent with the accounting
                              principles and practices applied with
                              respect to the Pro Forma Accounts as if
                              the Closing were the year end (a list
                              of accounts with account numbers in the
                              Company's accounting system that are
                              included in the Net Working Capital is
                              attached as Schedule 17 (ii)). The
                              Purchaser reserves the right to review
                              the items to be included in the Net
                              Working Capital as presented in
                              Schedule 17 (ii) and shall finalise
                              such review prior to 31 October 2000;
                              whereby it is understood that the same
                              items will be included in the Pro Forma
                              Accounts Net Working Capital

Parties:                      the Seller, the Purchaser and their
                              respective permitted assigns
                              collectively, each of them to be
                              referred to respectively as a "Party"

1-inter company balances, including balances as a result of the Reorganisation
  referred to in Article 7.2 are interest bearing and are therefore included
  in the definition of Net Outstanding Indebtedness.

Pro Forma Accounts:           the audited pro forma consolidated
                              balance sheet and profit and loss
                              account, cash flow statement and the
                              explanatory notes thereto relating to
                              the Industrial Packaging Division for
                              the period ended on the Pro Forma
                              Accounts Date containing comparative
                              profit and loss and cash flow
                              information for the period ending on
                              December 31, 1998, attached to Schedule
                              4(i) as Annex 8, as prepared on a basis
                              consistent with the accounting policies
                              of the Company. Annex 8a to Schedule
                              4(i) discloses each item or discrete
                              category of items included in
                              "Provisions for liabilities and charges
                              - Other provisions" in the Pro Forma
                              Accounts and the amount reserved for
                              such item or category

Pro Forma Accounts Date:      31 December 1999

Pro Forma Accounts
Net Working Capital:          the sum of the trade receivables,
                              miscellaneous receivables and the
                              inventory minus the trade payables and
                              the miscellaneous payables of the
                              Industrial Packaging Division, all on a
                              consolidated basis, as at the Pro Forma
                              Accounts Date (for a matter of
                              reference being the amount of EUR
                              238,947,000 (two hundred thirty eight
                              million nine hundred forty seven
                              thousand Euro)) (a list of accounts
                              with account numbers in the Company's
                              accounting system that are included in
                              the Pro Forma Accounts Net Working
                              Capital is attached as Schedule 17
                              (ii))

Provisional Purchase Price:   the provisional purchase price for
                              the Shares as referred to in Article
                              3.2

Purchase Price:               the purchase price for the Shares as
                              referred to in Article 3.1

Purchaser:                    Greif Bros. Corporation, a corporation
                              organised under the laws of the State
                              of Delaware, having its principal
                              offices at 425 Winter Road, Delaware,
                              Ohio, USA

Purchaser's Representations
 and Warranties:              the representations and warranties with
                              respect to the matters represented and
                              warranted by the Purchaser as set out
                              in Schedule 3

Reorganisation:               the reorganisation provided for in
                              Article 7.2

Schedule:                     each of the schedules to this Agreement

Seller:                       Huhtamaki Van Leer Oyj, a company
                              duly incorporated and validly existing
                              under the laws of Finland, established
                              and having its principal office in
                              Espoo

Seller Ancillary Agreements:  the agreements as referred to in
                              Section 1.5 of Schedule 4 (i) (the
                              Seller's Representations and
                              Warranties)

Seller's Representations
and Warranties:               the representations and warranties
                              with respect to the matters represented
                              and warranted by the Seller as set out
                              in Schedule 4 (i)

Service Agreement:            the agreement referred to in Clause
                              9.5

Shares:                       all 32,782,500 issued ordinary shares
                              and all 10,000,000 issued preferred
                              shares with a nominal value of NLG 5
                              each in the share capital of the
                              Company with numbers 1 through
                              32,782,500 for the ordinary shares and
                              1 through 10,000,000 for the preferred
                              shares

Significant Subsidiary:       any Subsidiary listed on Schedule 6
                              hereto

Subsidiaries:                 the direct and indirect subsidiary
                              companies of the Company as listed in
                              Annex 6 (i) plus any direct or indirect
                              subsidiary companies of the Company
                              being part of the Industrial Packaging
                              Division incorporated in the process of
                              the Reorganisation referred to in
                              Clause 7.2 and plus any direct or
                              indirect subsidiary companies of the
                              Company being part of the Industrial
                              Packaging Division that the Company has
                              agreed prior to the execution of this
                              Agreement to acquire as listed in Annex
                              6 (ii)

Subsidiary Shares:            the issued shares directly or
                              indirectly held by the Company in the
                              capital of the Subsidiaries as further
                              described in Annex 6

Taxes or Tax:                 all forms of taxation and statutory,
                              national, supra-national, federal,
                              state, provincial or municipal
                              impositions, duties, contributions,
                              levies and tariffs of the Netherlands
                              or any other jurisdiction, wherever
                              imposed by or due to any public
                              authority, including national social
                              security contributions and employee
                              social security contributions and all
                              penalties, charges, costs, interest,
                              deductions and withholdings relating to
                              the foregoing

Tax Authority:                any national, supra-national or
                              local government, governmental body
                              and/or any other duly empowered
                              authority competent to impose and/or
                              collect Taxes or any other body or
                              authority having any official function
                              in relation to Taxes

Third Party Claim:            any action, claim or proceeding from
                              or initiated by a third party against
                              the Company's Group, such third party
                              including but not limited to Tax
                              Authorities.

1.2 References

In this Agreement, unless otherwise specified, reference to:

(a) a "person" includes any person, individual, company,
    corporation, partnership, firm, government, provincial,
    municipal or other governmental authority;

(b) a "day" means any day which is a business day in the
    Netherlands and Finland;

(c) "Articles", "Clauses", "Schedules" and "Annexes" are to the
    articles and clauses of and the schedules and annexes to this
    Agreement;

(d) words denoting the singular shall include the plural and vice
    versa and words denoting any gender shall include all
    genders;

(e) any statute, regulation, requirement or other legal concept
    of Netherlands law as used in this Agreement shall in respect
    of any other applicable jurisdiction be deemed to refer to
    that which most nearly approximates in that jurisdiction to
    the Netherlands term or concept;

(f) any time of day is a reference to the time in the
    Netherlands; and

(g) the Agreement includes all Annexes and Schedules.

ARTICLE 2 SALE AND PURCHASE OF THE SHARES

2.1 Sale and Purchase of the Shares

Subject to the terms and conditions set out in this Agreement, the
Seller shall on the Closing Date sell the Shares to the Purchaser
and the Purchaser shall on the Closing Date purchase the Shares
from the Seller. It is understood between the Parties that only
the Industrial Packaging Division shall be included in the sale;
the Consumer Packaging Division and the Excluded Assets shall be
transferred by the Company or the relevant Subsidiary to the
Seller or a subsidiary thereof other than a Subsidiary and the
Included Assets (including any Subsidiary Shares) presently held
by entities in the Consumer Packaging Division shall be
transferred into the Company's Group, all in accordance with
Article 7.2.

It is agreed between the Parties that the Seller may transfer the
Shares to one of its wholly-owned subsidiaries prior to the
Closing, in which case the Seller shall cause such subsidiary to
assume all obligations and rights of the Seller pursuant to this
Agreement and the Seller's Representations and Warranties shall be
read as though they are given by such subsidiary. Without
prejudice to the preceding sentence, the Seller shall in that case
be jointly and severally liable towards the Purchaser for any
obligations thus assumed by that subsidiary and will cause that
subsidiary to perform its obligations under this Agreement.

It is further agreed between the Parties that the Purchaser may
designate one or more wholly owned subsidiaries of the Purchaser
to purchase the Shares, or any of the Subsidiary Shares, in which
case the Purchaser shall cause each such subsidiary to assume all
obligations and rights of the Purchaser pursuant to this Agreement
and the Purchaser's Representations and Warranties shall be read
as though they are given by such subsidiary. Without prejudice to
the preceding sentence, the Purchaser shall in that case be
jointly and severally liable towards the Seller for any
obligations thus assumed by that subsidiary.

2.2 Transfer of the Shares

At Closing the Seller shall transfer the Shares to the Purchaser
through the signing by the Parties of the Deed of Transfer, which
will be passed by the Civil Law Notary. At Closing the Parties
shall further take such actions as are required to be taken by
Article 9 of this Agreement. The Seller undertakes to cause the
Company to acknowledge the transfer of the Shares on the Closing
Date by co-signing the Deed of Transfer and to duly enter such
transfer in the Company's register of shareholders forthwith.

ARTICLE 3 PURCHASE PRICE AND PAYMENT

3.1 Purchase Price

The purchase price for the Shares shall be the amount of the
Provisional Purchase Price (as defined in Article 3.2) adjusted in
accordance with the provisions of Article 4 (such adjusted amount
to be referred to as the "Purchase Price").

3.2 Provisional Purchase Price

In order to determine the Provisional Purchase Price (as
hereinafter defined), the Seller shall make a reasonable best
estimate of both the amount of the Net Outstanding Indebtedness
("Estimated Net Outstanding Indebtedness") and the Net Working
Capital ("Estimated Net Working Capital"). In establishing the
amounts of the Estimated Net Outstanding Indebtedness and the
Estimated Net Working Capital, the Seller shall take into account
the figures in the last monthly accounts of the Industrial
Packaging Division, and the Seller shall use a conversion rate
which is the European Central Bank fixed rate on the date of its
estimate.

Ultimately ten (10) days before the Closing Date the Seller shall
notify the Purchaser of the amount of the Estimated Net
Outstanding Indebtedness and the amount of the Estimated Net
Working Capital.

The Provisional Purchase Price (the "Provisional Purchase Price")
shall be a sum equal to US$ 620,000,000 (six hundred and twenty
million US dollars) minus the Estimated Net Outstanding
Indebtedness, if it represents a negative amount, or plus the
Estimated Net Outstanding Indebtedness, if it represents a
positive amount, and shall be increased, if the Estimated Net
Working Capital is higher than the Pro Forma Accounts Net Working
Capital, or shall be decreased, if the Estimated Net Working
Capital is lower than the Pro Forma Accounts Net Working Capital,
by the difference between the Estimated Net Working Capital and
the Pro Forma Accounts Net Working Capital.

If the Provisional Purchase Price for the shares would exceed US
$ 620,000,000 (six hundred and twenty million US dollars), the
Seller will cause the Company to declare a dividend payable to the
Seller in an amount which is equal to the lower of (i) such excess
and (ii) the amount of the distributable reserves of the Company
in order to reduce the Provisional Purchase Price with the amount
of such dividend. The Seller and/or Huhtamaki Finance Oy will make
a loan to the Company to the extent there is not sufficient cash
in the Company's Group to pay the aforementioned dividend. The
amount of such loan will be taken into account by the Seller in
calculating and estimating the Estimated Net Outstanding
Indebtedness.

Schedule 19 sets forth, for purposes of illustration only,
hypothetical calculations of the Provisional Purchase Price based
on the Pro Forma Accounts as if the Closing Date were December 31,
1999. It is understood that the Purchaser still has to obtain
additional comfort, and shall do so before 31 October 2000, on the
US accounting implications of the mechanism presented in said
Schedule 19.

3.3 Payment

Attached hereto as Schedule 7 is a comfort letter from Merrill
Lynch Capital Corporation, bankers to the Purchaser, with respect
to the financing of the transaction.

The Provisional Purchase Price shall be paid at the Closing in
cash in same day funds. The Purchaser shall transfer an amount
equal to the Provisional Purchase Price one day before the Closing
Date to the bank account in the name of Derdengelden Notarissen
NautaDutilh Amsterdam with ABN AMRO Bank N.V. (account number
41.57.69.779), with reference to file number 50037435.

The Civil Law Notary shall hold the Provisional Purchase Price for
the benefit of the Seller immediately after the Deed of Transfer
shall have been executed. The Civil Law Notary is hereby
instructed by the Parties to transfer the Provisional Purchase
Price after the Deed of Transfer shall have been executed to the
bank account of the Seller as to be directed by the Seller to the
Civil Law Notary prior to Closing.

ARTICLE 4 ADJUSTMENT TO PROVISIONAL PURCHASE PRICE

4.1 Reduction of the Provisional Purchase Price

Should it be found in accordance with the following provisions of
this Article 4 that the Net Working Capital is less than the
Estimated Net Working Capital, then the Provisional Purchase Price
shall be reduced by an amount equal to the established shortfall.

Should it be found in accordance with the following provisions of
this Article 4 that the amount of the Net Outstanding Indebtedness
is more negative or less positive than the amount of the Estimated
Net Outstanding Indebtedness, then the Provisional Purchase Price
shall be reduced by an amount equal to the established difference
(such difference hereinafter to be referred to as the "Net
Outstanding Indebtedness Reduction Amount").

The sum of (i) the shortfall in the Net Working Capital, if any,
and (ii) the amount of the  Net Outstanding Indebtedness Reduction
Amount, if any, pursuant to this Article 4.1 shall hereinafter be
referred to as the "Reduction Amount".

4.2 Increase of the Provisional Purchase Price

Should it be found in accordance with the following provisions of
this Article 4 that the Net Working Capital is in excess of the
Estimated Net Working Capital, then the Provisional Purchase Price
shall be increased by an amount equal to the established excess.

Should it be found in accordance with the following provisions of
this Article 4 that the amount of the Net Outstanding Indebtedness
is more positive or less negative than the amount of the Estimated
Net Outstanding Indebtedness, then the Provisional Purchase Price
shall be increased by an amount equal to the established
difference (such difference hereinafter to be referred to as the
"Net Outstanding Indebtedness Increase Amount").

The sum of (i) the excess in the Net Working Capital, if any, and
(ii) the amount of the Net Outstanding Indebtedness Increase
Amount, if any, pursuant to this Article 4.2 shall hereinafter be
referred to as the "Increase Amount".

4.3 Closing Balance Sheet

For the purpose of establishing the Net Working Capital and the
Net Outstanding Indebtedness the Seller shall prepare the Closing
Balance Sheet in accordance with accounting principles and
practices consistent with the accounting principles and practices
applied with respect to the Pro Forma Accounts as if the Closing
were the year end. The Seller shall deliver documentation of  the
relevant balance sheet items that constitute the Net Outstanding
Indebtedness and the Net Working Capital. The Closing Balance
Sheet shall be audited by KPMG at Subsidiary level and by Ernst &
Young Accountants at consolidated Company's Group level as
involved by the Seller in the same manner as the audit of the Pro
Forma Accounts. The Seller shall submit such audited Closing
Balance Sheet no later than eight weeks after the Closing Date to
the Purchaser for the Purchaser to review and to submit all its
objections, if any, against such Closing Balance Sheet to the
Seller within six (6) weeks after the Closing Balance Sheet has
been submitted and the Minimum Supporting Data  (as defined below)
have been made available  to the Purchaser (the "Objection Date").
The Seller shall procure that the Purchaser shall have access to
the necessary supporting data, including the KPMG and Ernst &
Young working papers (collectively: the "Supporting Data").
Schedule 20 lists the minimum Supporting Data (the "Minimum
Supporting Data") to be made available to the Purchaser. For the
avoidance of doubt, it is agreed that Supporting Data on
Subsidiary level is available locally, while all Supporting Data
including Ernst & Young working papers related to Company's Group
consolidation is available in the Netherlands. The Purchaser may
participate in the physical inventory of the Company's Group.
Should the Parties fail to reach agreement on any objection raised
by the Purchaser within four weeks thereafter ("Disagreement
Date"), then any such unresolved matters or disputes (for the
purpose of this Article 4: the "Open Issues") shall be resolved in
accordance with the provisions of Article 4.4.

It is agreed between the Parties that events that occur after the
Closing shall not affect the Closing Balance Sheet.

The Seller and the Purchaser shall use their best efforts to agree
before Closing on the actuarial valuation assumptions to be used
for the purpose of establishing the Closing Balance Sheet for
unfunded pension liabilities and pre-pension and post and early
retirement obligations. Such actuarial valuation assumptions will
be consistent with those typically used by similar plans in the
relevant countries at the Closing Date. In the absence of such
agreement, such actuarial assumptions shall be established by an
independent third-party actuary selected by the Parties jointly
ultimately within two weeks after the Closing Date, or, failing
agreement on such election, by the relevant country's professional
actuarial body with the costs shared equally by the Parties, or as
agreed to by the Seller and the Purchaser.

It is agreed between the Parties that the post-retirement scheme
liability in South Africa amounting at January 1, 2000 to
approximately EUR 3,700,000, equivalent to SAR 23,077,000 as
disclosed in Alexander Forbes's Report on the Actuarial Valuation
of the Employer's Liability in respect of Health Care Benefits for
Retirees of Van Leer SA as at 1 January 2000, will be recalculated
as of the Closing Date and included under "Provisions for
liabilities and other charges" in the Closing Balance Sheet for
purposes of the determination of Net Outstanding Indebtedness
whether or not such liability would otherwise have been required
under applicable accounting principles to be included in the
Closing Balance Sheet. In addition, the Parties will, as soon as
practicable before Closing, determine for the purposes of
establishing the Closing Balance Sheet the correct accounting
treatment of the US cash surrender value life insurance of US$
4,226,000, including whether or not such item should be included
under "Provisions for liabilities and other charges" in the
Closing Balance Sheet for purposes of the determination of the Net
Outstanding Indebtedness.

The Parties will, as soon as practicable before Closing, agree for
the purposes of establishing the Closing Balance Sheet whether the
liability in France relating to the provision for medical and life
insurance benefits for former employees between early retirement
and age 65 and/or the liability in France relating to the benefits
arising from the early retirement convention, should be included
under "Provisions for liabilities and other charges" in the
Closing Balance Sheet for purposes of the determination of the Net
Outstanding Indebtedness.

Accruals in the Closing Balance Sheet for performance incentives
relating to the period from 1 January 2000 through the Closing
Date relating to the key management employees listed in Annex 9 as
well as the business unit managers of the Industrial Packaging
Division shall be accounted for as indebtedness in the Net
Outstanding Indebtedness.

To the extent that at Closing, the Company's Group will still hold
Excluded Assets belonging to the Consumer Packaging Division, the
Closing Balance Sheet will be adjusted in order to exclude such
Excluded Assets. To the extent that at Closing, the Company's
Group will not yet hold all Included Assets and the Subsidiary
Shares, the Closing Balance Sheet will be adjusted in order to
include such Included Assets and Subsidiary Shares. For the
avoidance of doubt, the Closing Balance Sheet will include the
Mexican loan, the USA loan and the German loan and only such other
loans necessitated by the Reorganisation that Purchaser approves
of.

Should the Purchaser have failed to submit its objections against
the Closing Balance Sheet to the Seller by the Objection Date,
then the Closing Balance Sheet and the Net Working Capital and the
Net Outstanding Indebtedness reflected therein shall be deemed to
have been finally established for the purpose of this Agreement.

The Purchaser shall, and shall procure that the Company's Group
shall, give all information and assistance to the Seller and the
auditors of Ernst & Young involved by the Seller as required or
desirable for the preparation of the Closing Balance Sheet.

4.4 Open Issues

If so agreed between the Parties as set forth in Article 14.2, the
Open Issues shall be submitted to and settled by an accountant of
an independent reputable firm of accountants (for the purpose of
this Article 4.4 to be referred to as the "Accountant") to be
jointly appointed by the Parties within three weeks after
Disagreement Date or, if the Parties fail to agree on such
appointment within that period, by the Chairman of the Netherlands
Institute of Registered Accountants ("NIVRA"). The Parties shall
within two weeks after such appointment submit the Closing Balance
Sheet and statements of their respective positions in writing to
the Accountant. The Accountant shall determine the further
procedural rules in his discretion.

The Parties undertake to procure that the Accountant shall then
finally resolve the Open Issues by way of a binding advice
("bindend advies") in accordance with this Agreement and that the
Accountant shall notify the Parties of his decision, inter alia
certifying the amounts of the Net Working Capital and the Net
Outstanding Indebtedness which he has established, as promptly as
possible and in any event no later than eight weeks after his
appointment. The fees and expenses arising out of the engagement
of the Accountant shall be borne by the party which has on balance
been put in the wrong or otherwise as allocated by the Accountant
in his discretion.

The failure of either the Seller or the Purchaser to timely submit
to the Accountant a written statement of its position or to
otherwise fail to respond to any request of the Accountant for
information shall not preclude or delay the Accountant's
determination of the Open Issues on the basis of the information
which will have been submitted.

The Parties shall, and the Purchaser shall procure that the
Company shall, give all information and assistance to the
Accountant requested by the Accountant for the preparation of his
binding advice. Simultaneously with providing such information to
the Accountant, the Parties shall provide each other with the same
information.

4.5 Payment of the Adjustment

At the latest within five (5) days after the Net Working Capital
and the Net Outstanding Indebtedness have been established by the
Parties pursuant to Article 4.3 or, in the event of disputes,
pursuant to Article 4.4 or 14.2, the Purchaser shall, if the
Increase Amount as referred to in Article 4.2, is higher than the
Reduction Amount as referred to in Article 4.1 pay the amount of
such difference to the Seller (on a "euro for euro" basis,
converted into US dollars in accordance with Article 4.6) by
transferring such amount to a bank account to be designated by the
Seller in writing, or, if the Reduction Amount as referred to in
Article 4.1 is higher than the Increase Amount as referred to in
Article 4.2, the Seller shall pay the amount of such difference to
the Purchaser (on a "euro for euro" basis, converted into US
dollars in accordance with article 4.6) by transferring such
amount to a bank account to be designated by the Purchaser to the
Seller in writing. Any payment to be made pursuant to this Article
4.5 shall be increased by an interest of 5% per annum accrued on
such amount as from Closing until payment of such amount.

4.6 Conversion US dollars - Euro

The conversion from Euro into US dollars as provided for in
Article 4.5 shall be made on the basis of the European Central
Bank fixing on the Closing Date.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES

5.1 Seller's Representations and Warranties

The Seller represents and warrants to the Purchaser that each of
the Seller's Representations and Warranties is true and accurate
as at the date of this Agreement, save to the extent any
disclosures ("Disclosures") have fairly been made in the Due
Diligence Information, in the Disclosure Letter or in this
Agreement, and will be true and accurate as at Closing.

For the purpose of this Clause 5.1 any disclosures shall be deemed
to have "fairly" been made if the Purchaser, by taking prima facie
knowledge of the facts or circumstances so disclosed, could
reasonably be expected to have had awareness of such facts or
circumstances constituting a breach of the Seller's
Representations and Warranties.

5.2 Purchaser's Representations and Warranties

The Purchaser represents and warrants to the Seller that each of
the Purchaser's Representations and Warranties is true and
accurate as at the date of this Agreement and will be true and
accurate as at Closing.

ARTICLE 6 INDEMNIFICATION AND SURVIVAL

6.1 Indemnification

Subject to Articles 6.2 through 6.9, the Seller hereby agrees that
in case of a breach by the Seller of any of the Seller's
Representations and Warranties or of any of the Seller's covenants
or other obligations contained in this Agreement (collectively a
"Breach"), it shall indemnify the Purchaser for and hold the
Purchaser harmless against any direct damage (including reasonable
costs and expenses including attorneys fees but excluding lost
profits and consequential damage) incurred by the Purchaser and/or
the Company's Group as a result of any such Breach (the
"Indemnification Amount") except to the extent the amounts thereof
have already been taken into account in establishing the Purchase
Price in accordance with Articles 3 and 4 (i.e. led to a reduction
in the Provisional Purchase Price), or, as the case may be, have
been indemnified to the Purchaser and/or any member of the
Company's Group under Article 7.2, in which case the Seller shall
have no such obligation to indemnify the Purchaser or hold the
Purchaser harmless for such amounts which have already thus been
taken into account, or indemnified. The Purchaser shall, and the
Purchaser shall cause the Company's Group to, mitigate the amount
of any damage to the best of their ability.

Subject to Articles 6.2 and 6.8, the Purchaser hereby agrees that
in case of a breach by the Purchaser of any of the Purchaser's
Representations and Warranties or of any of the Purchaser's
covenants or other obligations contained in this Agreement, it
shall indemnify the Seller for and hold the Seller harmless
against any direct damage (including reasonable costs and expenses
and including attorneys fees but excluding lost profits and
consequential damage) incurred by the Seller and/or any of its
group companies (other than the Company's Group) as a result of
any such breach. The Seller shall, and the Seller shall cause any
group company of the Seller (excluding the Company's Group after
the Closing occurs) to, mitigate the amount of any damage to the
best of their ability.

Any payment pursuant to this Clause 6.1 shall be considered to
take place as an adjustment to the Purchase Price.

Notwithstanding anything to the contrary in the foregoing, the
obligations of the Seller and the obligations of the Purchaser
pursuant to Article 7.2 hereof are not governed by Articles 6.1
through 6.7.

6.2 Survival of the Seller's Representations and Warranties

With the exception of the Seller's Representations and Warranties
set forth in Sections 4 and 5 of Schedule 4 (i), which shall
survive the Closing Date for the applicable statute of limitations
period, the Purchaser shall not be entitled to claim any
Indemnification Amount:

(i)   relating to the Seller's Representations and Warranties
      set forth in Section 11 of Schedule 4 (i),upon expiry
      of the applicable statute of limitations or assessment
      period under applicable Tax laws, plus three (3)
      months;

(ii)  relating to the Pre-Closing Covenants, referred to in
      Article 7 hereof, upon expiry of six (6) months from
      the Closing Date; and

(iii) relating to all other the Seller's
      Representations and Warranties upon expiry of eighteen
      (18) months from the Closing Date,

and the Seller shall not be entitled to make any claim relating to
the Purchaser's Representations and Warranties upon expiry of
eighteen (18) months from the Closing Date,

all of the foregoing unless prior to the relevant dates legal
proceedings have been commenced pursuant to Article 14 or notice
of a claim and/or of either Party's intention to commence legal
proceedings has been served upon the other Party in compliance
with the notice provision contained in Article 13.

6.3 Purchaser's Investigation and Awareness

6.3.1 Subject always and without prejudice to Articles 5.1
      and 6.3.2, the fact in itself that the Purchaser has carried
      out an investigation into the Company's Group shall not
      prejudice any claim by the Purchaser under the Seller's
      Representations and Warranties or reduce any amount
      recoverable thereunder.

6.3.2 The Purchaser hereby warrants to the Seller that it has
      no actual awareness upon signing of this Agreement of any
      breach of the Seller's Representations and Warranties (as
      such Representations and Warranties are qualified by the
      Disclosure Letter and its annexes). If any of the Purchaser
      and the persons involved in the due diligence investigation
      on its behalf have any such actual awareness, the Purchaser
      will have no claim for any breach of the Seller's
      Representations and Warranties to which such actual
      awareness relates.

6.4 Limitation of Indemnification Amount under the Seller's
    Representations and Warranties

In no case shall the Seller be liable for the payment of any
Indemnification Amount under the Seller's Representations and
Warranties insofar as the aggregate of all such Indemnification
Amounts exceeds US$ 125 million (one hundred and twenty five
million US dollars). This limitation is not applicable, for the
avoidance of doubt, to any adjustment of the Provisional Purchase
Price pursuant to Article 4.

6.5 Threshold

The Seller shall be under no liability in respect of any claim for
the payment of an Indemnification Amount under the Seller's
Representations and Warranties unless:

(a) the amount of any single claim shall equal or exceed Euro
    50,000 (fifty thousand Euro); and

(b) the aggregate amount of all such single claims of Euro 50,000
    or more shall exceed Euro 2,500,000 (two million and five
    hundred thousand Euro), in which case the Seller shall merely
    be liable for the excess over the said amount of Euro
    2,500,000.

These limitations are not applicable, for the avoidance of doubt,
to any adjustment of the Purchase Price pursuant to Article 4.

6.6 Effects of Taxes, Insurances and Provisions

In determining any Indemnification Amount and in determining
whether the threshold set forth in Article 6.5 has been exceeded,
such amount shall be reduced:

(i) by the positive effect, if any, of

  (a) insurance recoveries, provided that such recoveries
      have been received in connection with the same fact or
      facts which gives or give rise to the claim for the
      Indemnification Amount; and

        (b) Tax refunds or reductions actually received, provided
      that such Tax refunds or reductions are caused by the
      same fact or facts which gives or give rise to the
      claim for the Indemnification Amount and provided
      further that there will be no such reduction of any
      Indemnification Amount to the extent that receipt of
      such Indemnification Amount would be taxable income for
      the Purchaser; and

        (c) 50% of the benefit realised by the Purchaser or the
      Company's Group by use of Tax losses of the Company's
      Group originating from the period prior to Closing
      carried forward;

(ii) by the amount of any provisions or reserves that have been
     established in the Pro Forma Accounts with respect to the
     matter for which an Indemnification Amount is claimed.

6.7 Change of law

The Seller shall not be liable for any claim based on an alleged
Breach of the Seller's Representations and Warranties asserted
pursuant to this Agreement to the extent that such claim would not
have arisen but for (i) any change in law entering into force
after Closing, whether or not such change purports to be effective
retroactively in whole or in part or (ii) any interpretation of
any law that was in existence as of the Closing Date by a court or
other public authority in a judgment or decision published after
Closing to the extent such interpretation is materially different
from interpretations in effect as of Closing.

6.8 Information of Claim

If either party ("Indemnitee") becomes aware of any fact or event
on the basis of which it will or may make a claim against the
other party ("Indemnitor") for the payment of any indemnification
under this Article 6, the Indemnitee shall as promptly as
practicable thereafter notify the Indemnitor thereof in writing
giving reasonable particulars of the facts that give rise to such
claim or potential claim and specifying if possible the
Indemnitee's best reasonable estimate of the likely amount of the
claim or potential claim. Any failure or delay of the Indemnitee
to give such notice to the Indemnitor shall not prejudice the
right of the Indemnitee to make any claims for indemnification
under this Article 6 but shall reduce the claimed amount by the
amount of damage attributable to such failure or delay.

6.9 Defence against Third Party Claims

Where a claim or potential claim of the Purchaser for an
Indemnification Amount is based upon or related to a Third Party
Claim, the Purchaser shall notify the Seller thereof in writing in
accordance with Article 6.8 and as soon as possible following the
date of the said notification the Parties shall consult on the
course of action to be taken. Without prejudice to the Purchaser's
right to claim any Indemnification Amount the Seller shall, at its
own cost and expense, be entitled to assume the defence of the
Third Party Claim, to employ its own counsel (which counsel shall
be reasonably satisfactory to the Purchaser) and to take such
action as may be necessary to avoid, dispute, resist, appeal, or
compromise such claim, any of the aforementioned if applicable in
the name of the company of the Company's Group which is the
subject of the claim; provided that the Purchaser shall be
entitled to have sole control over the defence or settlement of
any Third Party claim to the extent that such claim seeks an
order, injunction or other equitable relief against the Purchaser
which, if successful, would be reasonably likely to materially
interfere with the business, operations, assets, or financial
condition of the Purchaser, the Company's Group or the Industrial
Packaging Division. The Seller shall promptly notify the Purchaser
if it so elects to assume the defence of the Third Party Claim.

If the Seller elects not to assume the defence or, following
notice from the Purchaser to make an election, does not make any
election, the Purchaser shall be entitled to assume the defence of
the Third Party Claim in its own discretion provided that the
Purchaser or the Company's Group shall not compromise any such
claim without the prior written consent of the Seller, which
consent shall not be unreasonably withheld.  In the event the
Seller assumes the defence of a Third Party Claim, the Purchaser
will co-operate in good faith with the Seller in such defence
and will have the right to participate in the defence of any
Third Party Claim assisted by counsel of its own choosing and at
its own expense.  Notwithstanding the foregoing, if the named
parties to the Third Party Claim (including any impleaded
parties) include both the Seller and the Purchaser or if the
Seller proposes that the same counsel represent both the
Purchaser and the Seller and the Purchaser in good faith
determines that representation of both parties by the same
counsel would be inappropriate due to actual or potential
differing interests between them, then the Purchaser shall have
the right to retain its own counsel at the cost and expense of
the Seller.

If the defence of a Third Party Claim is conducted by the Seller,
and the Seller and the relevant third party wish to compromise the
Third Party Claim in a cash settlement while the Purchaser and/or
the relevant company of the Company's Group do not consent to such
compromise or refuse to co-operate in carrying out such
compromise, then the Seller's liability to pay any Indemnification
Amount shall in respect of such Third Party Claim be limited to
the amount offered in such compromise.

The Seller will co-operate with the Purchaser, and the Purchaser
will and will cause the Company's Group to co-operate with the
Seller, in resolving or attempting to resolve any Third Party
Claim including permitting the other Party access to all books and
records of the Company's Group which might be useful for such
purpose, during normal business hours and at the place where the
same are normally kept, with full right to make copies thereof or
take extracts therefrom at the cost of the requesting Party,
except to the extent that such disclosure would violate any
agreement, law or court order. Such books and records shall be
subject to a duty of confidentiality for each Party except to the
extent that it is necessary to disclose information contained
therein in the course of the proceedings resolving such Third
Party Claim or as otherwise required to be disclosed by applicable
law or stock exchange rules.

6.10 Officers and Directors of the Company's Group

The Seller confirms that it will not, after the Closing, claim
from any officer or employee of the Company's Group who was,
prior to the Closing, an officer or employee of the Seller or
its subsidiaries (including, but not limited to, the Company and
the Subsidiaries), any damages and/or losses incurred by the
Seller as a result of a breach of the Seller's Representations
and Warranties or as a result of the environmental indemnity as
set out in Clause 6.11 or the indemnity as set out in Article
7.2 on the basis that the information provided by said officer
or employee was inaccurate, incorrect or incomplete; provided
that the Seller may take action against such officer or employee
(but not against the Purchaser or the Company's Group) in case
of an act of fraud ("bedrog") or gross negligence ("grove
schuld") on the part of such officer or employee.

6.11 Environmental Liability and Indemnity

6.11.1  The following capitalised terms and expressions in this
        Article 6.11 are defined terms and expressions which shall
        have the following meanings:
                                   
Environmental Authority:              means the relevant
                                      governmental agency or
                                      other regulatory body
                                      referred to in the
                                      definition of
                                      Environmental Laws in
                                      Article 1.1 or a
                                      judicial body or court

Environmental Cost(s):                any liability, expense
                                      or cost incurred by the
                                      Purchaser or a member of
                                      the Purchaser's Group,
                                      both on premises and
                                      off-premise, in relation
                                      to or arising out of the
                                      Investigation of or the
                                      actual or threatened
                                      contamination, release,
                                      discharge, dispersal,
                                      escape, migration or
                                      presence of pollutants
                                      in the air, land, soil,
                                      subsurface strata,
                                      surface water, or ground
                                      water, and including but
                                      not limited to the costs
                                      of Investigation,
                                      cleanup, removal,
                                      remediation, restoration,
                                      rehabilitation,
                                      operations, neutralization,
                                      immobilization,
                                      maintenance, monitoring,
                                      testing, consultant fees
                                      and expenses (including
                                      professional design
                                      costs), and legal and
                                      expert fees and
                                      expenses, natural
                                      resources damage, third
                                      party claims, penalties,
                                      fines and other
                                      governmentally imposed
                                      costs, punitive damages,
                                      and damages for personal
                                      injury and death;
                                      provided that costs of
                                      normal, recurring, on-
                                      going operations shall
                                      not be included and such
                                      costs shall, by way of
                                      example, include the
                                      costs of maintaining and
                                      operating manufacturing
                                      equipment, renewal of
                                      Environmental Permits,
                                      management and/or
                                      removal of asbestos
                                      containing materials
                                      that are an integral
                                      part of building
                                      materials maintained in
                                      good condition on any
                                      Property, and meeting
                                      emission requirements in
                                      Environmental Permits.

Environmental Disclosure Letter:      the letter of even date
                                      with this Agreement from
                                      the Seller to the
                                      Purchaser, attached as
                                      Schedule 21, containing
                                      disclosures under the
                                      representations and
                                      warranties of the Seller
                                      stated in Article
                                      6.11.12 of this
                                      Agreement

Environmental Insurance
Policy:                               the insurance policy
                                      referred to in Article
                                      6.11.3

Environmental Laws:                   has the meaning given in
                                      Article 1.1

Environmental Matter(s):              all matters involving,
                                      concerning, arising out
                                      of, or relating to (i)
                                      the compliance with or
                                      violation of the
                                      Environmental Laws by
                                      the Seller or the
                                      Company's Group prior to
                                      or on the Closing Date
                                      and/or (ii) the
                                      environmental conditions
                                      existing at and/or
                                      pollutants present at,
                                      on or under any Property
                                      prior to or on the
                                      Closing Date, which
                                      could cause
                                      Environmental Costs. For
                                      avoidance of doubt,
                                      Environmental Matters
                                      includes, but is not
                                      limited to, third party
                                      claims in relation to
                                      the foregoing

Environmental Permits:                all EU, national,
                                      federal, provincial and
                                      municipal permits,
                                      licences, exemptions,
                                      consents or
                                      authorisations howsoever
                                      named, including but not
                                      limited to equivalent or
                                      similar governmental
                                      items in any relevant
                                      jurisdiction, as are
                                      necessary under the
                                      Environmental Laws

Investigation:                        means any inspection,
                                      investigation,
                                      assessment, auditing,
                                      sampling, testing,
                                      analysis, or monitoring

Property:                             any site, facility,
                                      property, or premises
                                      listed in Schedule 22
                                      and any site, facility,
                                      property, or premises
                                      owned, operated, used,
                                      occupied, or leased by
                                      the Seller or the
                                      Company's Group prior to
                                      Closing and that is
                                      transferred to the
                                      Purchaser or the
                                      Purchaser's Group upon
                                      Closing

the Purchaser's Group:                the Purchaser and all its
                                      group companies including
                                      the Company's group

Self Insured Retention
Amount:                               that amount of payment
                                      that must be expended by
                                      the Parties before
                                      payments or
                                      reimbursements will be
                                      made by the insurer(s)
                                      for matters covered
                                      under the Environmental
                                      Insurance Policy, as
                                      defined in Article
                                      6.11.3, which amount
                                      shall be US$ 50 million.

6.11.2 Notwithstanding anything to the contrary in this Agreement
       and to the exclusion of any responsibility or liability of
       any party in respect of Environmental Matters and to the
       exclusion of any limitations or reductions of
       responsibility or liability of any party in respect of
       Environmental Matters, in any other provision in this
       Agreement, the provisions of this Article  6.11 shall
       govern and control the obligations, liabilities and
       responsibilities of the Parties with respect to any
       Environmental Matter; provided, however, that Article
       6.6.(i)(a) and Article 6.10 shall apply to this Article
       6.11 and further provided that, if an amount can be claimed
       under several provisions of this Agreement, such amount
       shall not be reimbursed more than once.

6.11.3 The Seller and the Purchaser shall cause to be purchased
       an environmental insurance policy to be issued on the date
       of Closing and to be effective as of the Closing Date from
       one or more insurers reasonably acceptable to the Seller
       and the Purchaser covering certain environmental risks and
       liabilities as the Parties shall agree between signing of
       this Agreement and Closing (the "Environmental Insurance
       Policy") on terms and conditions as shall be acceptable to
       the Purchaser and the Seller. The total premium cost under
       the Environmental Insurance Policy shall be paid by and be
       for the account of the Purchaser and shall not exceed US$
       10 million. If the total premium cost under the
       Environmental Insurance Policy were to exceed US$ 10
       million, the Purchaser shall be entitled to refuse to
       purchase the Environmental Insurance Policy on the basis of
       such higher premium and to refuse to proceed to Closing,
       unless the Seller accepts a reduction of the Purchase Price
       equal to the amount with which the total premium cost under
       the Environmental Insurance Policy exceeds US$ 10 million.
       If the Seller accepts such reduction of the Purchase Price,
       the total premium cost under the Environmental Insurance
       Policy including the excess, will be paid by and be for the
       account of the Purchaser. The Seller and the Purchaser
       agree to seek cost cap coverage for the excluded conditions
       on or at the Lier 1 and 2 sites and some of the other sites
       referred to on Schedule 24 referenced in Article 6.11.6
       below as part of the environmental insurance coverage.

6.11.4 Subject to Articles 6.11.5 through 6.11.10 and Articles
       6.11.13, 6.11.14 and 6.11.15 below, the Seller shall
       reimburse the Purchaser an amount equal to the Seller's
       share (as determined in accordance with Articles 6.11.5 and
       6.11.6 respectively) of the Environmental Costs for any
       Environmental Matters, including, without limitation, any
       Environmental Matters among the matters disclosed in the
       Environmental Disclosure Letter. Reimbursement by the Seller
       to the Purchaser shall be made within thirty (30) days after
       written notice to the Seller of the reimbursement amount,
       provided that prior to or with such notice the Seller has
       been provided with documentation reasonably sufficient for
       the Seller to evaluate the Environmental Matter and review
       in reasonable detail the Environmental Costs for which
       reimbursement is being sought.

6.11.5 With respect to the payment of any Environmental Cost for
       any Environmental Matter that qualifies to apply against the
       Self-Insured Retention Amount, any and all payments therefor
       shall be shared by the Purchaser being responsible for 30%
       of the amount of any such payment and by the Seller
       reimbursing the Purchaser in a timely manner of 70% of the
       amount of any such payment.

6.11.6 With respect to the payment of any Environmental Costs
       for any Environmental Matters not paid under the
       Environmental Insurance Policy and not qualifying to apply
       against the Self-Insured Retention Amount, including
       without limitation those known matters excluded from
       coverage under the Environmental Insurance Policy as listed
       on Schedule  24, any and all payments therefor shall be
       shared by the Parties and allocated as follows:

(a) the Purchaser shall have made such payments therefor
    until such payments by the Purchaser total US$ 10
    million; provided that such Purchaser's responsibility
    to pay US$ 10 million shall be limited to Environmental
    Costs for Environmental Matters listed on Schedule 24;
    and

(b) as to Environmental Costs for Environmental Matters
    listed on Schedule 24 in excess of the Purchaser's
    obligation in Article 6.11.6 (a) above and as to all
    other matters under this Article 6.11.6:

(i) the Purchaser shall be responsible for 30% of the
    amount of any such payments; and

(ii) the Seller shall reimburse the Purchaser in a
     timely manner for 70% of the amount of any such
     payments.

6.11.7 In any dispute resolution with any insurer as to
       whether any Environmental Cost shall be applied against the
       Self-Insured Retention Amount or paid for under the
       Environmental Insurance Policy, the Purchaser shall confer
       with the Seller regarding the strategy for and steps to be
       taken in such dispute resolution and the Seller's approval
       shall not be unreasonably withheld or delayed; provided
       that, if  the Seller fails to provide its approval, the
       Purchaser may at its election proceed with such dispute
       resolution in the Purchaser's sole discretion and/or seek
       dispute resolution under this Agreement regarding the
       reasonableness of the Seller's failure or refusal to grant
       approval and any related matters. The Purchaser's separate
       pursuit of dispute resolutions with the insurer(s) shall not
       prejudice the Seller's right to dispute the same issue with
       the Purchaser provided that the Seller provides the
       Purchaser with a written statement of the grounds for such
       position.

6.11.8  (A) The Purchaser shall not be entitled to claim under
       this Article 6.11        to the extent that such claim would not have
       arisen but for, results from or is increased by:

(i)    any act or omission after the Closing Date by any
       employee, contractor, agent or other person
       controlled by the Purchaser or a member of the
       Purchaser's Group, which act or omission
       constitutes negligence or wilful misconduct; and
       any act or omission after the Closing Date by any
       other person, other than an employee, agent,
       contractor, or other person under the control of
       the Seller, which act or omission constitutes
       gross negligence or wilful misconduct;

(ii)   any Environmental Cost that is not approved by the
       Seller or excepted from approval as provided in
       Article 6.11.10 below;

(iii)  development construction, demolition, or
       expansion  of any Property after the Closing Date
       by the Purchaser's Group ("Development") except
       for Development in relation to a use of the
       relevant Property which is substantially the same
       as, or an extension of, the business carried on at
       that Property as at the Closing Date;

(iv)   loss of profits, loss of sales, loss of
       production, business interruption, or any other
       indirect or consequential loss or damage or
       internal cost;

(v)    any pollution or contamination first existing or
       arising after the Closing Date; provided, for the
       avoidance of doubt, that contamination or
       pollution consisting of migration of pollutants
       that were present at, on or under the Property
       prior to or at Closing Date shall be an
       Environmental Matter hereunder;

(vi)   any indemnity, covenant, undertaking, warranty,
       assurance or other contractual provision entered
       into or given by any member of the Purchaser's
       Group on or after the Closing Date;

(vii)  the Purchaser's failure to comply with Article
       6.11.9; or

(viii) changes in Environmental Laws or Environmental
       Laws established after the Closing Date only as
       they apply to claims under Articles 6.11.6 and
       6.11.12, but not as to claims under Article
       6.11.5.

(B) Any relief from liability of the Seller as a result of
    an event described in Article 6.11.8(A)(i), (ii),
    (iii), (v), (vi),(vii) or (viii) above, shall be only
    to the extent that prejudice to the Seller is
    reasonably quantifiable and is not immaterial;

(C) Notwithstanding any other provision to the contrary
    but without prejudice to Article 6.11.9 (C) (i), the
    Purchaser and any member of the Purchaser's Group may
    conduct any Investigation at any time at any location
    or Property without notice to or approval by the
    Seller (provided that the Seller's obligation to share
    the cost of Investigations applies only to
    Investigations that result in the incurrence of other
    Environmental Costs that must be reimbursed by the
    Seller to the Purchaser under this Article 6.11);

(D) The Purchaser shall not be entitled to claim under this
    Article 6.11 to the extent that such claim is increased
    by the Purchaser or the Purchaser's Group or their
    respective employees, agents and contractors, incurring
    Environmental Costs which would otherwise be
    reimbursable under this Article 6.11 but which exceed a
    minimum level of Environmental Costs. Minimum level of
    Environmental Costs  is intended to mean such
    reasonable Environmental Costs  that are incurred in
    exercising reasonable and professional judgment, from
    time to time, under all the relevant facts and
    circumstances known at the various times, regarding
    decisions that are made with respect to both the
    determination of the steps or actions reasonably
    necessary to address the relevant Environmental Matter
    and the incurrence of reasonable Environmental Costs .

6.11.9 The Purchaser shall ensure that, in relation to any
       Environmental Matter:

(A) the Seller shall be notified as soon as reasonably
    practicable in writing if the Purchaser or any member
    of the Purchaser's Group becomes aware that a
    particular Environmental Matter exists provided that
    the Environmental Matters listed on Schedule 24
    referenced in Article 6.11.6 or reported in the
    Environmental Disclosure Letter, other than significant
    changes in relation thereto after the Closing Date,
    shall be deemed to have been notified under this sub-
    article as at the date of this Agreement;

(B) the Seller shall be notified as soon as reasonably
    practicable in writing upon any person initiating any
    substantial written contact with the Purchaser or any
    member of the Purchaser's Group, making or threatening
    any claim based on an Environmental Matter; the Parties
    acknowledge that management of the facilities is
    decentralized and , in exercising its best efforts
    within this management context, notice of Environmental
    Matters under this Article 6.11.9 may take longer than
    in other management contexts;

(C) Each member of the Purchaser's Group shall take
    reasonable steps to:

(i)    allow the Seller (and/or its advisers) to attend
       and inspect the carrying out of any Investigation
       or any other activities of the Purchaser which
       involve the incurrence of an Environmental Cost,
       other than Investigations in the ordinary course
       of business, at any time whilst it is being
       carried out subject to the notice provisions
       above;

(ii)   promptly provide to the Seller all relevant non-
       privileged correspondence, documents or
       information which are or come into the possession
       of such member of the Purchaser's Group in
       relation to such Environmental Matters, except
       Investigations in the ordinary course of business,
       and promptly provide a status report to the Seller
       as and when the Seller shall reasonably require;
       and

(iii)  allow the Seller (and/or its advisers) to attend
       and participate in any site visit or other meeting
       as the Seller shall reasonably require on
       reasonable notice in relation to such
       Environmental Matters.

(iv)   allow the Seller, and its agents and contractors,
       reason-able access to conduct a reasonable scope
       of Investi-gation on any Property which is then in
       the custody and control of the Purchaser, provided
       that the Purchaser can place reasonable conditions
       on the time and scope of Investigation so as to
       not unreasonably interfere with or disrupt
       operations, or place the Purchaser at risk of
       violating any Environmental Laws, Environmental
       Permits, or contracts, or create any safety,
       health or environmental risk, and provided that
       the Seller shall promptly provide the Purchaser
       with test results and reports, other than
       privileged information;

(v)    the Seller shall indemnify and hold harmless the
       Purchaser and the Purchaser's Group from any
       claim, damage or liability, including reasonable
       legal fees and expense for defence of claims, to
       the extent caused by the activities of the Seller
       and its agents and contractors in exercising the
       Seller's rights under this Article 6.11.9 (C) (i),
       (iii) and (iv);

(D) in giving notice under this Article 6.11, the Purchaser
    shall give to the Seller reasonable particulars of the
    facts of the Environmental Matters and specifying, if
    possible, the Purchaser's best reasonable estimate of
    the likely amount of any claim.

6.11.10 The Purchaser shall not be entitled to any claim
        whatsoever under Article 6.11.6 unless the Purchaser has
        obtained the Seller's approval as provided in this Article
        6.11.10, or would reasonably be entitled to such approval
        under all relevant factors and circumstances:

(A) with respect to Environmental Costs for Environmental
    Matters that result from  the order, directive,
    instruction, or injunction of an Environmental
    Authority or third party claims in litigation, the
    Purchaser or the Purchaser's Group shall, except as
    otherwise provided for in this Article 6.11.10,
    vigorously defend against such Environmental
    Authority's action and shall not enter into any
    agreement, concession, settlement, or admission which
    is material in relation to such Environmental
    Authority's action or the defence thereof (including
    any failure to appeal or decision not to appeal such
    Environmental Authority's action) without the prior
    written approval of the Seller, which approval shall
    not be unreasonably withheld or delayed.  In defending
    an order, directive, instruction, or injunction of an
    Environmental Authority or any litigated third party
    claim, the Purchaser or the Purchaser's Group will
    consult with the Seller on the course of action to be
    taken including reasonable steps to avoid, dispute,
    resist, appeal or compromise each matter; provided that
    the Purchaser and the Purchaser's Group shall
    consistent with the rights of the Seller as stated in
    this Article 6.11.10 (A) retain sole control over the
    defence or settlement of any such matter. The word
    "consult" in the prior sentence shall mean that the
    Purchaser will co-operate with the Seller regarding the
    Seller's rights under Article 6.11.9 (C) and in good
    faith reasonably confer with and consider Seller's
    input while retaining the right to make final decisions
    on strategy, defence and settlement. If the Purchaser
    proceeds without the Seller's approval, it is without
    prejudice to the Seller's right to dispute whether or
    the extent to which it must reimburse the Purchaser
    under Article 6.11.6 provided that the Seller provides
    the Purchaser with a written statement of the grounds
    for its failure or refusal of approval;

(B) with respect to other Environmental Costs for
    Environmental Matters that fall within Article 6.11.6,
    the Purchaser or the Purchaser's Group will, except as
    otherwise provided for in this Article 6.11.10,
    endeavour to obtain the prior written approval of the
    Seller under the criteria in Article 6.11.10 (D), such
    approval not to be unreasonably withheld or delayed;

(C) the Purchaser or any member of the Purchaser's Group
    may incur Environmental Costs for Environmental Matters
    prior to obtaining the Seller's approval without
    prejudice to the Seller's obligation to share in the
    cost to the extent if in the Purchaser's reasonable
    judgement after careful and professional consideration
    such work should be promptly commenced and should not
    be delayed by the notice and approval process, in order
    to comply with or avoid violation of an Environmental
    Permit or an instruction or requirement of an
    Environmental Authority acting within its apparent
    authority, to contain or mitigate contamination that
    poses an immediate and substantial risk to human health
    or the environment or, if action were delayed, the
    likely result would be a significant increase in
    Environmental Cost otherwise to be reimbursed under
    Article 6.11.6;

(D) in exercising its rights to approve Environmental Costs
    for Environmental Matters as provided in Article
    6.11.10(B), the Seller acknowledges and agrees that it
    may be desirable, appropriate and reasonable for the
    Purchaser and members of the Purchaser`s Group to incur
    Environmental Costs, which would be subject to cost
    sharing hereunder, under voluntary action programs of
    Environmental Authorities, to address substantial risks
    to human health or the environment, to contain or
    mitigate contamination or pollution that, if action
    were delayed or denied, would likely result in
    substantially increased Environmental Costs otherwise
    to be reimbursed under Article 6.11.6 or violation of
    Environmental Laws or Environmental Permits, and to
    comply with Van Leer Corporate Environmental Policy in
    effect on the Closing Date, a copy of which is attached
    as Schedule 25 even without an order, directive,
    instruction or injunction of an Environmental
    Authority, and such circumstances may be the basis for
    approval of such Environmental Costs subject to cost
    sharing herein;

(E) the Purchaser or the Purchaser's Group may obtain the
    Seller's approval in accordance with this Article
    6.11.10 for Environmental Costs when (i) it is in doubt
    whether, or (ii) the insurer(s) have yet to acknowledge
    that, such Environmental Costs are qualifying for
    application against the Self-Insured Retention Amount
    and /or for payment or reimbursement under the
    Environmental Insurance Policy.

6.11.11 Any real estate, facility, site, leased premise, occupied
        premise, premise used or included in any contractual
        relationship, transport or operation of the Company's Group
        or the Industrial Products Division transferred to a third
        party, transferred to or retained by the Seller or the
        Consumer Packaging Division, or whose use ended (except for
        Property) during the period of time up to and including the
        Closing Date, shall be deemed as an Excluded Asset and all
        liabilities and costs including but not limited to
        Environmental Costs arising out of or relating thereto
        shall be governed by the indemnity in the third paragraph
        of Article 7.2 of this Agreement.

6.11.12 Except as fairly disclosed in the Environmental
        Disclosure Letter, the Seller makes the following
        representations and warranties in regard to this Article
        6.11 of the Agreement, all of which shall be renewed at and
        shall survive the Closing, and the Seller shall indemnify,
        defend, and hold harmless the Purchaser from any
        Environmental Cost not otherwise paid or reimbursed to the
        Purchaser under the Environmental Insurance Policy
        involving, concerning, arising out of, or relating to any
        breach of these representations and warranties:

(A) to the knowledge of the Seller, neither the Company nor
    its Subsidiaries have provided to any third party any
    indemnity relating to any Environmental Matter that could
    cause any Environmental Cost for the Company or any of
    the Subsidiaries;

(B) the Company and each of its Subsidiaries has obtained
    all Environmental Permits necessary  to operate each of
    its facilities other than Environmental Permits the
    absence of which do not, individually or collectively,
    have material adverse consequences for the Company's
    Group taken as a whole; such Environmental Permits are in
    full force and effect; and the Company and each of its
    Subsidiaries has at all times conducted its operations in
    compliance with such Environmental Permits, except for
    violations which individually or collectively do not have
    a material adverse consequence for the Company's Group
    taken as a whole;

(C) to the knowledge of the Seller, the Company and each of
    its Subsidiaries is in substantial compliance with the
    Environmental Laws, except for violations which
    individually or collectively do not have a material
    adverse consequence for the Company's Group taken as a
    whole;

(D) there is no pending litigation or administrative
    adjudacatory proceeding against the Company or any of its
    Subsidiaries relating to any Environmental Matter that
    could cause material Environmental Costs;

(E) the Seller has no knowledge of criminal or civil
    actions for, notice-of-violation, or summons to, or
    court, regulatory or administrative  adjudacatory
    proceeding against, the Company or any Subsidiary
    relating to a violation of any of the Environmental Laws
    or any Environmental Matter that could cause any
    Environmental Costs; and except for such actions,
    notices, summonses or proceedings which individually or
    collectively do not have a material adverse consequence
    for the Company's Group taken as a whole, no such actions
    or proceedings exist;

(F) there exists no Environmental Matter caused by nor any
    violation by the Company or any of its Subsidiaries of
    any of the Environmental Laws and, to the knowledge of
    the Seller, there exists no Environmental Matter nor
    violation of Environmental Laws by any third party,  that
    (i) could disrupt the operations of any facility of the
    Company or any Subsidiary and (ii) has material adverse
    consequences for the Company's Group taken as a whole;
    and

(G) [note: intent is to draft language around provisions in
    insurance policy and applications, which language is to
    be agreed prior to Closing with reference to the
    Environmental Insurance Policy and applications].2

For the avoidance of doubt, the Seller's liability to the
Purchaser under this Article 6.11.12 shall not be subject to
the provisions of Articles 6.1 through 6.9., except for
Article 6.6(i)(a). For purposes of Article 6.11.12,
knowledge shall have the meaning in Schedule 4 (i).

2-Warranty to deal with the provision of information to the insurers

Claims under Article 6.11.12 (B) , (C), (D), (E) and (F)
shall be subject to cost sharing with the Purchaser being
responsible for 30% and the Seller being responsible for 70%
of the amount of each such claim. Claims under Article
6.11.12 (A) and (G) shall not be subject to cost sharing and
the Seller shall be responsible for each entire claim.

6.11.13 The Purchaser shall not be entitled to claim against
        the Seller under this Article 6.11 unless the Seller has
        been given notice of such claim under this Article 6.11 on
        or before the 10th annual anniversary date of the Closing
        Date. For avoidance of doubt, for any claims under Article
        6.11 properly noticed within such ten (10) year period ,
        Environmental Costs and other damages and expenses may be
        recovered from the Seller even though incurred after the
        10th annual anniversary of the Closing Date, provided legal
        proceedings under Article 14.2 have been commenced by the
        Purchaser against the Seller with regard to such claim
        within six (6) months after the 10th annual anniversary
        date.

6.11.14 No claims by the Purchaser under Article 6.11 shall be
        made against the Seller unless such claim is in excess of
        US$ 5,000 for all amounts caused by the same fact or facts,
        provided that, once the US$ 5,000 threshold has been
        satisfied, then all qualified Environmental Costs shall be
        subject to reimbursement as provided in Article 6.11. Such
        minimum amount for claims shall also apply when claims are
        to be taken into account for the purpose of determining
        whether the US$ 10 million limit referred to in Article
        6.11.6 has been reached.

6.11.15 In determining the Environmental Costs for the purposes
        of reimbursement under Article 6.11 such amounts shall be
        reduced by the positive effect, if any, of Tax refunds or
        reductions actually received, provided that such Tax refunds
        or reductions are caused by the same fact or facts which
        gives or give rise to the claim in relation to the
        Environmental Costs and provided further that there will be
        no such reduction of any Environmental Costs to the extent
        that receipt of any reimbursement for such Environmental
        Costs would be taxable income for the Purchaser.

ARTICLE 7 PRE-CLOSING COVENANTS

7.1 Conduct of Business

The Seller agrees and will take measures to ensure that until the
Closing Date the Company and/or any of the Subsidiaries will not
without the prior written consent of the Purchaser, in so far as
the Industrial Packaging Division is concerned:

(i)   enter into any material agreement or assume any material
      obligation or liability relating to their assets, their
      business and/or their financial condition other than in the
      ordinary course of business as the same has been conducted
      prior to the date of this Agreement;

(ii)  enter into any transaction or take any action which, if
      effected or performed prior to the date of this Agreement,
      would constitute a material breach of the Seller's
      Representations and Warranties; whereby for the purpose of
      this Article 7.1 "material" should be interpreted taking into
      account the Company's Group as a whole; or

(iii) enter into any transaction or take any action that
      would result in or create a redundancy or severance liability
      or obligation for the Company or the Subsidiaries that is not
      satisfied in full prior to the Closing except in the ordinary
      course of business and except with the prior written consent
      of the Purchaser; provided however if any litigation ensues
      regarding such liability or obligation and is not resolved
      with all redundancy or severance amounts and related legal
      and other costs paid prior to the Closing, the Seller shall
      indemnify the Purchaser and hold the Purchaser harmless
      against any direct damage (including reasonable costs and
      expenses including attorneys fees but excluding lost profits
      and consequential damages) incurred by the Purchaser and/or
      the Company's Group as the result of the foregoing.

Any agreement, obligation, liability, transaction or action
relating to the direct or indirect transfer of the Consumer
Packaging Division and the Excluded Assets by the Company to the
Seller or any group company of the Seller (other than the
Company's Group) and/or relating to the transfer of the Included
Assets and Subsidiary Shares not yet held by the Company's Group
into the Company's Group is explicitly excluded from this Article
7.1.

7.2 Reorganisation

Prior to the Closing, the Seller shall cause the following
actions to be taken (collectively, the "Reorganisation"):

(a) cause the Company and its Subsidiaries to contribute and
    transfer to other legal entities owned or controlled by the
    Seller (other than entities within the Company's Group) all
    right, title and interest in and to any and all Excluded
    Assets, whether tangible or intangible and whether fixed,
    contingent or otherwise, including but not limited to all
    of the capital stock of the Company's subsidiaries that are
    not Subsidiaries, to the extent that any of the foregoing
    is not held legally and beneficially by such other entities
    and to assume or cause such other entities to assume any
    and all liabilities included in the Excluded Assets of
    every kind whatsoever, whether absolute, known, unknown,
    fixed, contingent or otherwise; and

(b) cause the Seller and its subsidiaries, excluding the
    Company's Group, to contribute and transfer to the Company's
    Group all right, title and interest in and to any and all of
    the Included Assets, whether tangible or intangible and
    whether fixed, contingent or otherwise, and the Subsidiary
    Shares, to the extent any of the foregoing is not yet held
    legally and beneficially by the Company's Group and cause
    the Company and the Subsidiaries to assume any and all
    liabilities included in the Included Assets of every kind
    whatsoever, whether absolute, known, unknown, fixed,
    contingent or otherwise.

A description of the Reorganisation is attached as Schedule 8
(i). The Seller and the Purchaser will negotiate in good faith in
order to reach agreement as soon as practicable but ultimately
before Closing on the details of the implementation of the
Reorganisation in the USA, France and Brazil and in such other
countries where a re-evaluation of the proposed scheme may become
desirable for both Parties. The Seller will exercise its
reasonable best efforts to cause the transfer of the Consumer
Packaging Division and the Excluded Assets by the Company or the
relevant Subsidiary to other legal entities within the group of
the Seller (excluding the Company's Group) and to transfer the
Included Assets (including the Subsidiary Shares) not yet held by
the Company's Group to the Company's Group as described above
under (a) and (b) before the Closing Date. To the extent this
shall not have been completed on or before the Closing, the
Company shall, as from Closing, have beneficial title
("economische gerechtigdheid") to all such Included Assets and
Subsidiary Shares, legal title ("juridische gerechtigdheid") of
which has not yet been transferred to the Company's Group, and the
Seller shall, as from Closing, have beneficial title to the
Consumer Packaging Division and all Excluded Assets, legal title
of which has not yet been transferred by the Company or the
relevant Subsidiary to the Seller's group (excluding the Company's
Group), and the Seller and the Purchaser shall jointly co-operate
to achieve the transfer of such legal title in the most
expeditious and effective manner. To that effect and to provide
for arrangements as to liabilities which are to be transferred in
accordance with this Article 7.2 but from which the transferor has
not yet been released by any relevant third party, the Parties
shall on the Closing Date sign an agreement substantially in the
form as set out in Schedule 9. 3

As from the Closing, the Seller will indemnify and keep the
Purchaser and any member of the Company's Group harmless from and
against any liability, costs or damages relating to or
constituting any of the Excluded Assets or resulting from the
Reorganisation (other than liabilities transferred as Included
Assets pursuant to the Reorganisation), including but not limited
to any Tax liability caused by, resulting from or attributable to
the Reorganisation or the Consumer Packaging Division save (i) for
the avoidance of doubt, to the extent these amounts have been
taken into account for the establishment of the Purchase Price
pursuant to Articles 3 and 4 hereof (i.e. led to a reduction of
the Provisional Purchase Price) or as a result of any claim(s)
under the Seller's Representations and Warranties and (ii) save in
relation to the Reorganisation steps as set out in Schedule 8
(ii). Without prejudice to the Purchaser's rights under the
Seller's Representations and Warranties and other indemnities
pursuant to this Agreement , as from the Closing, the Purchaser
will indemnify and keep the Seller and any of the members of the
Seller's group (excluding the Company's Group) harmless from and
against any liability relating to or constituting any of the
Included Assets, including but not limited to any Tax liability
attributable to the Industrial Packaging Division. For the
avoidance of doubt, it is explicitly agreed that the liability of
the Seller or the Purchaser pursuant to this Clause 7.2 is not
subject to the provisions of Article 6.1 through 6.7.

The Purchaser shall procure that the Seller, upon the Seller's
reasonable request, shall at all times after the Closing have
access to and obtain copies of all books and records relating to
the Consumer Packaging Division.

3- The Excluded Assets shall include the rights and obligations of the
   Company of the agreement between it and Illinois Tool Works, Inc. ("ITW")
   dated as of August 7,2000 pursuant to which the the Company sold VLF
   Holding, Van Leer Flexibles N.V. and Van Leer Flexibles (Tx) Inc. to
   ITW. Seller shall cause this agreement to be assigned to itself or a
   company in the Consumer Packaging Division and use its best efforts to
   have ITW consent thereto and release the Company from any obligations
   thereunder.

7.3 Access to Information and Properties

Between the date of this Agreement and the Closing Date, the
Seller will upon reasonable advance notice (i) give the
Purchaser and its authorised representatives reasonable access,
during regular business hours, to the main offices and other main
facilities of the Company and the Significant Subsidiaries used
in connection with the Industrial Packaging Division and permit
the Purchaser to make such reasonable inspections of such
offices and facilities as it may require; and (ii) allow the
Purchaser and its authorised representatives reasonable access
to the key management of the Company and the Significant
Subsidiaries. The Seller will cause the Company's Group to fully
co-operate in connection with the foregoing activities.

7.4 Belgian Coordination Center

The Parties agree that Van Leer Coordination Center N.V. will as
at signing of this Agreement remain on Annex 6 (i); however, the
Seller shall use its reasonable best efforts to transfer this
company to the Consumer Packaging Division prior to Closing. If
such transfer shall not have occurred prior to Closing, the Seller
shall hold the Purchaser harmless against all costs actually
incurred by the Purchaser in connection with the closing down of
this company.

7.5 Supervisory Board Van Leer Netherlands B.V.

At Purchaser's request, the Seller shall use its reasonable best
efforts prior to Closing to obtain the resignations of the
supervisory directors of Van Leer Netherlands B.V..

ARTICLE 8 CONDITIONS PRECEDENT

8.1 Conditions Precedent to the Obligations of both Parties

The obligations of the Purchaser and the Seller to proceed with
Closing in order to complete the transactions contemplated by this
Agreement shall be subject to the satisfaction or to the waiver by
the Purchaser and the Seller on or prior to the Closing Date of
each of the following conditions:

(a) (i) all material approvals, licences, exemptions, clearances
    and permissions from national, international or supra-
    national authorities or other public authorities in any
    juridiction required in connection with the transactions
    contemplated by this Agreement and the related change of
    control over the Company's Group have been obtained while
    (ii) neither any national, international or supra-national
    authority nor any other public authority in any jurisdiction
    will have implemented or announced steps which could
    materially impede the transactions contemplated by this
    Agreement and the related change of control over the
    Company's Group or which could in any other way have material
    adverse consequences for the Purchaser and/or the Company's
    Group and/or the Seller and (iii) all such waiting periods as
    apply pursuant to applicable legislation will have expired
    during which national, international or supra-national
    authorities or other public authorities in any jurisdiction
    may implement or announce such steps as referred to above or
    during which any such authorities may raise objections
    against the transactions contemplated by this Agreement and
    the related change of control over the Company's Group;

(b) no action or proceeding by or before any court of law or
    arbitral tribunal or any governmental, provincial or
    municipal administrative body or authority or otherwise has
    been taken or instituted against the Purchaser or the
    Company's Group or the Seller, which may restrain, prohibit,
    invalidate or otherwise affect the transactions contemplated
    by this Agreement or which may have such a material influence
    on the assets, the business and/or the financial position of
    the Company's Group or the Seller that the Purchaser or the
    Seller, as the case may be, should such action or proceeding
    have been taken or instituted or threatened on or before the
    date hereof, would not have entered into this Agreement on
    the same or similar conditions.

(c) the Stichting Van Leer Group Foundation (the "Foundation")
    shall have failed to exercise, or shall have notified the
    Seller unconditionally and irrevocably that it does not
    invoke or that it waives, its right of first refusal to
    purchase the Industrial Packaging Division of the Company,
    and the Foundation shall have transferred to the Company
    legal and beneficial title to its share ownership interest
    in the special purpose B.V. company holding legal title to
    the Van Leer trademark, logo and related intellectual
    property rights (collectively, the "Stichting Right of First
    Refusal");

(d) the Environmental Insurance Policy referred to in Article
    6.11 will have entered into force to provide the insurance
    cover required under Article 6.11 as from the Closing Date;

(e) a detailed pension plan arrangement (per Article 9.4) shall
    have been agreed upon; and

(f) the Parties shall have reached agreement on the
    implementation of the Reorganisation as referred to in
    Article 7.2.

8.2 Conditions Precedent to the Purchaser's Obligations

The obligations of the Purchaser to proceed with Closing in order
to complete the transactions contemplated by this Agreement shall
be subject to the satisfaction or to the waiver by the Purchaser
on or prior to the Closing Date of each of the following
conditions:

(a) all actions, corporate or otherwise, required to be taken by
    the Seller prior to the completion of the transactions
    contemplated by this Agreement have been taken;

(b) the Purchaser shall have received a legal opinion in the
    form as attached as Schedule 10 (i) relating to the Seller.

8.3 Conditions Precedent to the Seller's Obligations

The obligations of the Seller to proceed with Closing in order to
complete the transactions contemplated by this Agreement shall be
subject to the satisfaction or to the waiver by the Seller on or
prior to the Closing Date of each of the following conditions:

(a)  all actions, corporate or otherwise, required to be taken by
     the Purchaser prior to the completion of the transactions
     contemplated by this Agreement have been taken;

(b)  the Seller shall have received a legal opinion in the form as
     attached as Schedule 10 (ii) relating to the Purchaser.

8.4 Fulfilment of Conditions Precedent

The Seller and the Purchaser will, from the date hereof to the
Closing Date, each use their reasonable best efforts to cause the
conditions precedent referred to in this Article 8 to be
satisfied. Without limiting the generality of the foregoing, the
Seller and the Purchaser will use their respective reasonable best
efforts to obtain all consents, waivers and clearances of all
third parties and governmental or regulatory authorities or
otherwise which are necessary or advisable to complete and make
effective the transactions contemplated by this Agreement.

8.5 Material Breach

If at any time prior to Closing:

(a) a material breach of the Seller's Representations and
    Warranties, having occurred prior to the date of this
    Agreement, shall come to the notice of the Purchaser; or

(b) there shall occur any act or event after the date of this
    Agreement which upon Closing would or might reasonably be
    expected to result in a material breach of any of the
    Seller's Representations and Warranties; or

(c) there is any material breach or non-fulfilment by the Seller
    of any of its covenants or other obligations under this
    Agreement,

which in any such case is incapable of remedy or, if capable of
remedy, is not remedied by the Seller by the Closing Date or (if
earlier) within five (5) days after notice thereof from the
Purchaser requiring the same to be remedied, then in any such case
(a "Termination Event") the Purchaser shall be entitled to elect
by notice to the Seller not to proceed with Closing, in which
event this Agreement shall terminate and Article 12.2 shall apply.

For the purposes of this clause 8.5 only a "material" breach means
a breach representing a value, when calculated in monetary terms,
in excess of US$ 62,000,000 (sixty two million US dollars).

If the Purchaser is entitled under this Article 8.5 to elect not
to proceed with Closing but it elects that it will proceed with
Closing, it will notify the Seller as soon as possible of such
election. If in that event the Purchaser does not confirm to the
Seller in its notification that it waives its rights to claim any
Indemnification Amount in respect of the relevant Termination
Event, the Seller shall be entitled to elect by notice to the
Purchaser not to proceed with Closing, in which event this
Agreement shall terminate and Article 12.2 shall apply and in
which event the Seller shall, if the facts and circumstances that
have caused such Termination Event were within the sole control of
the Seller, pay to the Purchaser in immediately available funds
all of Purchaser's out-of-pocket costs and expenses incurred in
connection with the transactions contemplated by this Agreement,
not to exceed US$ 5 million.

ARTICLE 9 CLOSING

9.1 Place of Closing

The Closing shall take place on the Closing Date at the offices of
NautaDutilh at Prinses Irenestraat 59, 1077 WV  Amsterdam as of
10.00 a.m. or such other time as agreed between the Parties.

9.2 Settlement of intercompany debt

On or before the Closing Date, the Seller will undertake to cause
the full settlement of  all loans to the Consumer Packaging
Division from the Company's Group (for a matter of reference the
loans which are in the categories "Loans to HVL consumer
companies" and "Loans to HVL consumer companies relating to
separation of consumer" in note (3) of the  Pro Forma Accounts),
and all loans from the Consumer Packaging Division to the
Company's Group (for a matter of reference the loans which are in
the categories "Loans from HVL consumer companies" and "Loans from
HVL consumer companies relating to separation of consumer" in note
(7) of the Pro Forma Accounts) except for any such intercompany
debt between the Company on the one side and the Seller and/or
Huhtamaki Finance Oy on the other side as referred to in the
hypothetical calculations II and III of Schedule
19, and further except the Mexico related loan provided for in
Schedule 18. Any non-trade intercompany debts and receivables will
be included in the settlement of intercompany debt as provided for
in this Article 9.2.

The Purchaser or, as the case may be, the Seller shall cause to be
settled at Closing the intercompany debt between the Company on
the one side and the Seller and/or Huhtamaki Finance Oy on the
other side as referred to in the hypothetical calculations II and
III of Schedule 19.

9.3 Release of guarantees and indemnity

The Purchaser acknowledges that the Seller will cause to be
released or withdrawn as from Closing or, in respect of statements
of joint liability issued under Article 403 of Book 2 of the
Netherlands Civil Code, as soon as possible thereafter, any
guarantees, indemnities, letters of comfort or Encumbrances issued
or incurred by the Seller or any of its group companies (excluding
the Company's Group) for the benefit of any company belonging to
the Industrial Packaging Division (including any such 403
statements). The Purchaser shall, if necessary, assume or take
over from the Seller or such group company of the Seller all
obligations pursuant to any such guarantees, indemnities, letters
of comfort or Encumbrances. The Parties shall in reasonableness
co-operate with each other in order to cause the release,
withdrawal or assumption, as the case may be, of any such
guarantees, indemnities, letters of comfort or Encumbrances issued
or incurred by the Seller or such group company of the Seller.
Without prejudice to the Purchaser's rights under the Seller's
Representations and Warranties and other indemnities pursuant to
this Agreement, the Purchaser will indemnify and keep the Seller
and any of its group companies (excluding the Company's Group)
harmless from and against any liability, resulting from such
guarantees, indemnities, letters of comfort or Encumbrances for
the period preceding their release, withdrawal or assumption, as
the case may be (including but not limited to any residual
liability pursuant to Article 404 of Book 2 of the Netherlands
Civil Code).

The Seller acknowledges that the Purchaser will cause to be
released or withdrawn as from Closing or, in respect of statements
of joint liability issued under Article 403 of Book 2 of the
Netherlands Civil Code, as soon as possible thereafter, any
guarantees, indemnities, letters of comfort or Encumbrances issued
or incurred by the Company's Group for the benefit of any company
belonging to the Consumer Packaging Division (including any such
403 statements). The Seller shall, if necessary, assume or take
over from such company of the Company's Group all obligations
pursuant to any such guarantees, indemnities, letters of comfort
or Encumbrances. The Parties shall in reasonableness co-operate
with each other in order to cause the release, withdrawal or
assumption, as the case may be, of any such guarantees,
indemnities, letters of comfort or Encumbrances issued or incurred
by the Company's Group. The Seller will indemnify and keep the
Purchaser and any of the companies of the Company's Group harmless
from and against any liability, resulting from such guarantees,
indemnities, letters of comfort or Encumbrances for the period
preceding their release, withdrawal or assumption, as the case may
be (including but not limited to any residual liability pursuant
to Article 404 of Book 2 of the Netherlands Civil Code).

9.4 Pensions

Schedule 14 hereto lists the enterprise pension funds in
Australia, the United Kingdom, the United States of America,
South Africa, Nigeria, Kenya and Zimbabwe (the "Industrial
Pension Funds") which presently provide for the pensions of
(former) employees in the Industrial Packaging Division and of
(former) employees in the Consumer Packaging Division. After the
Closing the Industrial Pension Funds will remain with the
Industrial Packaging Division and after a transitional period
(the "Transitional Period") which will commence at Closing and
end ultimately on the date falling six months after the Closing
Date the Industrial Pension Funds will cease to provide for the
pensions of active employees in the Consumer Packaging Division.
Furthermore, Schedule 15 lists the active employees who are a
member of the Industrial Pension Funds and who are presently
employed by the Consumer Packaging Division in Australia, the
United Kingdom, the United States of America, South Africa,
Nigeria, Kenya and Zimbabwe, hereinafter referred to as the
"Consumer Employees"). Benefits which become due and payable to
Consumer Employees during the Transitional Period will be paid
by the Industrial Pension Fund, and the Seller will make
contributions to the Industrial Pension Fund equal to the normal
cost of such plans for all Consumer Employees for the
Transitional Period, as determined by the actuary to the
Industrial Pension Fund appointed by the Purchaser in accordance
with the local country laws and practices ("Plan Actuary").
Consumer Employees will cease being plan members at the end of
the Transitional Period.

The parties agree that a value transfer ("waardeoverdracht")
from the Industrial Pension Funds in respect of the Consumer
Employees shall take place, which value shall be calculated as
of the Closing Date as if the Consumer Employees would leave the
employment of their employer as per such date, but increased by
the Seller's contributions for Consumer Employees for the
Transitional Period, and decreased by benefits paid and expenses
and insurance premiums incurred during the Transitional Period
for Consumer Employees, and then adjusted for interest at a rate
determined by the Plan Actuary to reflect investment performance
of the plan during the Transitional Period. Furthermore, the
calculation of the amounts of the value transfer shall be on the
basis of the actuarial and accounting practices and principles
consistently applied by the relevant Industrial Pension Fund and
in accordance with the rules of the relevant Industrial Pension
Fund and local legislation. The Purchaser shall cause the
relevant Industrial Pension Funds to transfer the amounts thus
established to a pension fund and/or an insurer to be designated
by the Seller within six months from the Closing.

Prior to Closing the parties hereto shall agree to a more
detailed arrangement regarding the foregoing value transfer,
which arrangement shall be based on the principles set forth in
this Article 9.4.

9.5 Service Agreement

On the Closing Date the Parties shall sign a Service Agreement
substantially in the form as attached hereto as Schedule 5.

9.6 Insurance Policies

For the avoidance of doubt, the Parties acknowledge that the
insurance policies as listed on Schedule 11 will terminate in
respect of the Industrial Packaging Division as per Closing. The
Seller and the Purchaser will use their reasonable best efforts to
agree prior to Closing on a suitable transition period arrangement
together with the insurers with the objective of the least
possible disruption to the operations of the Company's Group. Any
claims arising out of events occurring prior to Closing will be
the responsibility of the Seller and Seller will have to provide
the required run-off insurance coverage. The Seller and the
Purchaser will use their best efforts to agree on the best
approach to implement these objectives in a timely manner.

9.7 Resignation of Directors

The Seller shall procure that at Closing, all persons acting on
behalf of the Seller on any of the boards of the Company or any of
the Subsidiaries will resign and the Purchaser shall procure that
such resignations are accepted and that (without prejudice to the
Purchaser's rights against Seller under the Seller's
Representations and Warranties and other indemnities pursuant to
this Agreement) such persons will be discharged at Closing for the
performance of their duties up until Closing.

9.8 Custody Agreement

At Closing, the Parties and the Civil Law Notary shall sign a
custody agreement in the form as attached as Schedule 26 (the
"Custody Agreement") governing the terms and conditions upon
which the Due Diligence Information will be given into the
custody of the Civil Law Notary.

9.9 Further Closing actions to be taken

At the Closing the Parties shall further take such actions and
shall sign and execute such documents and agreements as shall be
required to be taken, signed or executed, in order to complete the
transactions contemplated by this Agreement, and as will be listed
in a separate Closing agenda that shall be signed by all Parties
as evidence of all actions referred to therein having been taken
and all documents and agreements listed therein having been duly
signed and executed in the consecutive order set forth in such
Closing agenda.

ARTICLE 10 NON-COMPETITION AND CONFIDENTIALITY

10.1 Non-Competition Seller

The Seller hereby agrees and undertakes that it will not:

(a) in any of the jurisdictions set forth in Schedule 12 without
    the prior written consent of the Purchaser for a period of
    three (3) years from the Closing Date as principal,
    consultant, sales representative, agent, distributor,
    shareholder, partner or in any other capacity whatsoever,
    either directly or indirectly solicit, endeavour to solicit,
    be engaged in or concerned with the conduct of any business
    involving the production of or the trading in any products,
    produced or traded, or the provision of services provided by
    the Industrial Packaging Division as produced, traded or
    provided as at Closing;

(b) for a period of three years from the Closing persuade, cause
    or attempt to persuade any employee or any sales
    representative or agent of the Company's Group to terminate
    his or her or their relationship with the Company's Group; or

(c) persuade, cause or attempt to persuade any customer, supplier
    of or other company or enterprise doing business with the
    Company's Group to terminate its relationship with the
    Company's Group or take any action that may result in the
    impairment of such relationship.

Notwithstanding anything to the contrary in this Article 10.1 the
Seller shall not be deemed to have violated the terms of this
Article 10.1 as a result of (i) ownership by the Seller directly
or indirectly of less than ten percent (10 %) of the outstanding
shares of capital stock of any publicly traded company with one or
more classes of capital stock listed on a national securities
exchange or publicly traded market, or (ii) the purchase by the
Seller directly or indirectly of any business which primarily is
engaged in activities that do not fall under the scope of this
Article 10.1, but which business is engaged for a lesser part of
its business in activities that do fall under the scope of this
Article 10.1, provided that the Seller first offers to the
Purchaser the right to acquire such competitive business on terms
and conditions and at the allocable share of the price paid
pursuant to the Seller's acquisition thereof.

10.2 Non-Solicitation Purchaser

The Purchaser hereby agrees and undertakes that it will not for a
period of three years from the Closing persuade, cause or attempt
to persuade any employee or any sales representative or agent of
the Consumer Packaging Division to terminate his or her or their
relationship with the Consumer Packaging Division.

10.3 Confidentiality

Without prejudice to the provisions of the Confidentiality
Agreement the Parties undertake not at any time subsequent to this
Agreement to divulge or communicate to any company, person or
entity (other than to the other Party or the Company's Group, as
the case may be, or to any of their directors or employees who
need to acquire such knowledge in the performance of their duties
or as directed or approved by the other Party in writing) any
confidential information or information of an apparently
confidential nature whatsoever concerning the business, affairs,
accounts, dealings, transactions, customers, suppliers or business
relations of the Industrial Packaging Division by the Seller and
the Consumer Packaging Division by the Purchaser or, to the extent
it has learned such information in negotiating this Agreement, of
the other Party, except:

(a) to the extent required by applicable law or stock exchange
    rules or by any competent authority but in that case only
    after consultation with the other Party about the timing and
    content of such disclosure;

(b) to its professional advisers under conditions of
    confidentiality and only to the extent necessary for advising
    such Party; or

(c) to the extent that such information is at the date hereof or
    hereafter becomes public knowledge other than through
    improper disclosure by any person.

10.4 Name Van Leer and Huhtamaki

The Seller shall exercise its reasonable efforts to cease the
use of the name "Van Leer" by itself and its subsidiaries
(excluding the Company's Group) within a reasonable period after
Closing not to exceed nine months, during which the Seller and
its subsidiaries shall be allowed to continue to use the name
"Van Leer". The name "HVL", wherever used (including in any
domain name) shall remain with the Seller. The Seller shall
forward to the Purchaser all e-mails and other correspondence
that concern the Industrial Packaging Division and that are
received by the Seller (or any of its subsidiaries, excluding
the Company's Group) in the period two months following the
Closing Date.

The Purchaser shall exercise its reasonable efforts to cease the
use of the names "Huhtamaki" and "Huhtamaki" by itself and the
Company's Group within a reasonable period after Closing not to
exceed 9 months during which the Purchaser and the Company's
Group shall be allowed to continue to use the names " Huhtamaki"
and "Huhtamaki". The Purchaser shall forward to the Seller all
e-mails and other correspondence that concern the Consumer
Packaging Division and that are received by the Purchaser or any
of its subsidiaries in the period two months following the
Closing Date.

ARTICLE 11 ANNOUNCEMENT

11.1 Disclosure

No Party shall make any disclosure to any third party about this
Agreement, its contents or any other agreement referred to in this
Agreement without the prior consent of the other Party except:

(a) to the extent required by applicable law or stock exchange
    rules or by any competent authority but in that case only
    after consultation with the other Party about the timing and
    content of such disclosure; or

(b) to its professional advisers under conditions of
    confidentiality and only to the extent necessary for advising
    such Party.

11.2 Press release

Upon signing of this Agreement, the Parties shall issue separate
press releases in the form as attached as Schedule 13.

ARTICLE 12 TERMINATION

12.1 Termination

This Agreement may only be terminated and the transactions
contemplated hereby may be abandoned as follows:

(a) at any time prior to Closing by mutual written agreement of
    the Parties; or

(b) by each Party if the Closing is not completed on or before
    six months from the date of this Agreement other than as a
    result of a breach of this Agreement by the terminating
    Party; or

(c) by the Purchaser or the Seller, as the case may be, in the
    situation referred to in Article 8.5; or

(d) (i) by the Purchaser or the Seller at any time after (x) the
    Stichting Right of First Refusal is invoked or exercised by
    Stichting Van Leer Group Foundation prior to expiration of
    its period of validity and in accordance with its terms and
    (y) the Seller has entered into a binding share purchase
    agreement with the Stichting Van Leer Group Foundation or
    (ii) by the Purchaser if the Seller and the Stichting Van
    Leer Group Foundation have failed to enter into such an
    agreement by the 45th day after the invocation or exercise of
    the Stichting Right of First Refusal.

12.2 Effect of Termination

In the event of this Agreement being terminated pursuant to the
provisions of this Article 12, this Agreement (with the exception
of Article 10.3 (Confidentiality), Article 11 (Announcements),
this Article 12 (Termination) and Articles 13 (Miscellaneous) and
14 (Governing Law and Disputes), which shall survive any
termination of this Agreement indefinitely) shall become null and
void and have no effect and the transactions contemplated under
this Agreement shall be abandoned, without any liability on the
part of any Party and/or the directors, shareholders, heirs,
assigns or personal representatives of any party in respect of
this Agreement, other than:

(a) the liability on the part of each Party for its own expenses
    incurred in connection with the preparation of the
    transactions contemplated by this Agreement; and

(b) the liability of either Party to the other Party for damages
    and/or costs incurred by such other Party as a result of this
    Agreement being terminated due to or in connection with the
    liable Party failing to fulfil any of its obligations
    contemplated in this Agreement; and

(c) solely with respect to termination pursuant to Section
    12.1(d) (i) or (ii), within fifteen (15) days after any such
    termination the Seller shall pay to the Purchaser in
    immediately available funds US$ 10 million plus all of  the
    Purchaser's out-of-pocket costs and expenses incurred in
    connection with the transactions contemplated by this
    Agreement, not to exceed US$ 5 million.

ARTICLE 13 MISCELLANEOUS

13.1 Entire Agreement

This Agreement contains the entire agreement between the Parties
with respect to the transactions contemplated hereby. This
Agreement supersedes any and all earlier and/or contemporaneous
agreements and understandings, either verbally or in writing,
between the Parties except for the Confidentiality Agreement. The
English version of this Agreement is binding and any translation
thereof will not be taken into account for the purpose of
interpreting or construing this Agreement.

13.2 Further Assurance

If at any time after the Closing Date any further action is
necessary or desirable in order to carry out the purposes of and
give full effect to this Agreement and to secure to each Party the
full power of the rights and remedies conferred upon it in this
Agreement, the proper directors or other representatives of the
Purchaser or the Seller, as the case may be, shall execute and
deliver any further instruments or documents and take all such
necessary action that may reasonably be requested from any of
them.

13.3 Changes

Changes to this Agreement can only be validly made and shall come
into force only when agreed upon in writing between the Parties
and when duly signed by all Parties. Waivers of any rights or
claims can only be validly made when confirmed in writing by the
waiving Party in accordance with the provisions of Article 13.9
hereof.

13.4 Invalid Provisions

In the event that any of the provisions contained herein shall be
deemed invalid or unenforceable, then the remaining provisions
shall remain valid and enforceable and be construed as if any such
invalid or unenforceable provision was not contained herein; and
the Parties shall forthwith replace any such invalid and
unenforceable provision by a provision which as closely as
possible meets the intention of the Parties when agreeing upon the
original provision.

13.5 Descriptive Headings

The descriptive headings of this Agreement are for the sake of
convenience only and shall not control or affect the meaning,
construction or interpretation of any provision of this Agreement.

13.6 Expenses

Except as provided herein, each Party will bear its own expenses
incurred in connection with the negotiation and preparation of
this Agreement and the transactions contemplated thereby.

13.7 No Implied Waivers

No failure or abstention whatsoever of either Party to take any
action in the event of a breach of any of the provisions of this
Agreement by the other Party and/or in the event of the occurrence
of events enabling the Purchaser to make a claim under any of the
Seller's Representations and Warranties or the Seller to make a
claim under the Purchaser's Representations and Warranties shall
be considered to constitute a waiver by such Party of any rights
it may have under this Agreement or applicable law.

13.8 No Rescission

The Parties hereby waive their rights under Sections 6:265 ff. of
the Netherlands Civil Code to claim rescission ("ontbinding") of
this Agreement and their rights to claim annulment
("vernietiging") of this Agreement unless such rescission is
claimed pursuant to Article 12.1.

13.9 Notices

Any notice or communication required to be delivered to either
Party pursuant to or in connection with this Agreement shall be
delivered by hand or be given by registered mail with
acknowledgement of receipt or by facsimile (and with copy per
mail) to the addresses set forth below:

If to the Purchaser:

Greif Bros. Corporation
425 Winter Road
Delaware, Ohio 43015
U.S.A.
Attn: William Sparks
Fax number: ++ 1 740 549-6101

With copy to:

Baker & Hostetler LLP
Capitol Square, Suite 2100
65 East State Street
Columbus, Ohio 43215-4260
U.S.A.
Attn: Daniel J. Gunsett
Fax number: ++ 1 614 462-2616

If to the Seller:
Huhtamaki Van Leer Oyj - Finland
Lansituulentie 7
Espoo 02100
Finland
Attn.: Juha Salonen
Fax: ++ 358-9-660 622

With copy to:
NautaDutilh
Prinses Irenestraat 59
1077 WB  AMSTERDAM
The Netherlands
Attn.: Hein Hooghoudt
Fax: ++ 31 20 541 4548

or to such other address or representative as either Party may
designate by means of a written notice to be sent to the other
Party from time to time.

13.10  Assignment

This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective successors and assignees. This
Agreement and each Party's respective rights and obligations
hereunder may not be assigned by either Party without the prior
written approval of the other Party, except that up to the Closing
Date:

(a) without the consent of the Seller, the Purchaser may assign
    any or all of its rights and interests hereunder to one or
    more of its wholly-owned subsidiaries or designate one or
    more of its wholly-owned subsidiaries to perform its
    obligations hereunder; provided that the Purchaser
    nonetheless shall continue to remain responsible, in that
    case jointly and severally with such assignee, for the
    performance of all of its obligations hereunder; and

(b) without the consent of the Purchaser, the Seller may assign
    this Agreement to one of its wholly-owned subsidiaries,
    subject to the requirements of Article 2.1.

13.11  Civil Law Notary

The Purchaser has knowledge of the fact that the Civil Law
Notary works with NautaDutilh, the firm that has advised the
Seller in this transaction. With reference to article 10 of the
Guidelines regarding Co-operation between Advocates and Notaries
("Richtlijnen met betrekking tot de samenwerking van notarissen
onderling en met advocaten"), as determined by the board of the
Dutch Royal Organisation of Notaries, the Purchaser herewith
explicitly agrees that the Seller is assisted by NautaDutilh in
relation to this Agreement and any agreements that may be
concluded and any disputes that may arise in connection
therewith.

13.12   Counterparts

This Agreement may be executed in any number of counterparts which
together shall constitute one agreement. Any Party may enter into
this Agreement by executing a counterpart and this Agreement shall
not take effect until it has been executed by all Parties.

ARTICLE 14 GOVERNING LAW AND DISPUTES

14.1 Governing Law

This Agreement shall be construed in accordance with and be
governed exclusively by the laws of the Netherlands.

14.2 Disputes

Any disputes arising out of or in connection with this Agreement
and/or any other agreement related to this Agreement which cannot
be settled by the Parties through amicable settlement, shall be
resolved in accordance with this Article 14.2. If and to the
extent that any dispute concerns Open Issues as referred to in
Article 4.3 (Closing Balance Sheet) then, if the Parties so agree,
such dispute will be resolved in accordance with the binding
advice procedure of Article 4.4. If the Parties cannot so agree
and in respect of all other disputes, any such dispute will be
finally and exclusively settled by arbitration in accordance with
the rules of arbitration of the Netherlands Arbitration Institute
("Nederlands Arbitrage Instituut"), provided however that if and
to the extent any dispute specifically concerns the establishing
of the actuarial assumptions as referred to in Article 4.3, then
such dispute will be resolved in accordance with the binding
advice procedure set forth in said Article 4.3. The arbitration
proceedings and all documents delivered to or by the arbitrators
shall be in the English language and the arbitrators shall make
their award in accordance with the rules of law. The venue for the
proceedings shall be Amsterdam. Notwithstanding the foregoing,
nothing in this Article 14.2 shall preclude either Party from
applying for injunctive relief in summary proceedings ("kort
geding") to the competent District Court in the Netherlands.

Thus agreed and signed in two original copies in Amsterdam on 27
October 2000.

HUHTAMAKI VAN LEER OYJ                        GREIF BROS. CORPORATION

/s/ Juha Salonen                              /s/ Michael J. Gasser
By: Juha Salonen                              By: Michael J. Gasser
Title: group general counsel                  Title: chairman and CEO

/s/ Evert Ariens
By: Evert Ariens
Title: group finance manager

                           FIRST AMENDMENT TO THE

               SHARE PURCHASE AGREEMENT DATED 27 OCTOBER 2000

                                  between

                           HUHTAMAKI VAN LEER OYJ

                               as the Seller

                                   and

                          GREIF BROS. CORPORATION

                             as the Purchaser

                    for the acquisition by the Purchaser
                    of the entire issued share capital of
                   Royal Packaging Industries Van Leer N.V.

                              NAUTADUTILH
                               Amsterdam

Place: Amstelveen/Espoo
Date: 5 January 2001

THE UNDERSIGNED:

(1) HUHTAMAKI VAN LEER OYJ, a company duly incorporated and
    validly existing under the laws of Finland, established and
    having its principal office in Espoo as the seller (the
    "Seller"); and

(2) GREIF BROS. CORPORATION, a corporation organised under the
    laws of the State of Delaware, USA, having its principal
    offices at 425 Winter Road, Delaware, Ohio, USA as the
    purchaser (the "Purchaser");

WHEREAS:

A. The Purchaser and the Seller have entered into an agreement
   dated 27 October 2000 regarding the sale and transfer of all
   shares in the capital of Royal Packaging Industries Van Leer
   N.V. (the "Agreement");

B. The earnings before interest and taxes ("EBIT") of the
   Industrial Packaging Division since the Pro Forma Accounts
   Date through 30 November 2000 and the prospects in respect
   of EBIT for the remaining part of the year 2000 deviate
   negatively from the EBIT of the Industrial Packaging
   Division which was estimated for such periods as per the
   date of signing of the Agreement (such deviation the
   "Negative Deviation"). Schedule A attached hereto purely for
   identification purposes contains the following information
   in respect of the Negative Deviation: (a) the actual EBIT of
   the Industrial Packaging Division for the period from 1
   January 2000 through 30 November 2000; and (b) the estimate
   of EBIT of the Industrial Packaging Division for the period
   1 January 2000 through 31 December 2000. The outlook for
   EBIT of the Industrial Packaging Division for 2001 deviates
   negatively from the outlook for EBIT of the Industrial
   Packaging Division which was estimated for 2001 as per the
   date of signing the Agreement (such deviation the "Reduced
   Outlook"). In consideration for the Negative Deviation and
   the Reduced Outlook, the Parties to the Agreement have
   agreed to a reduction of the Purchase Price;

C. The Parties wish to record their amendment to the Agreement
   in this Amendment Agreement;

NOW HEREBY AGREE AS FOLLOWS:

ARTICLE 1 DEFINITIONS

Capitalised terms used in this Amendment Agreement and not
otherwise defined herein shall have the meanings set forth in
the Agreement.

ARTICLE 2 PURCHASE PRICE

The Parties hereto hereby agree that Article 3.2, third and
fourth paragraph, of the Agreement is hereby amended and shall
read as follows:

"The Provisional Purchase Price shall be a sum equal to US$
555,000,000 (five hundred and fifty five million US dollars)
minus the Estimated Net Outstanding Indebtedness, if it
represents a negative amount, or plus the Estimated Net
Outstanding Indebtedness, if it represents a positive amount,
and shall be increased, if the Estimated Net Working Capital
is higher than the Pro Forma Accounts Net Working Capital, or
shall be decreased, if the Estimated Net Working Capital is
lower than the Pro Forma Accounts Net Working Capital, by the
difference between the Estimated Net Working Capital and the
Pro Forma Accounts Net Working Capital.

If  the Provisional Purchase Price for the shares would
exceed US$ 555,000,000 (five hundred and fifty five million
US dollars), the Seller will cause the Company to declare a
dividend payable to the Seller in an amount which is equal to
the lower of (i) such excess and (ii) the amount of the
distributable reserves of the Company in order to reduce the
Provisional Purchase Price with the amount of such dividend.
The Seller and/or Huhtamaki Finance Oy will make a loan to
the Company to the extent there is not sufficient cash in the
Company's Group to pay the aforementioned dividend. The
amount of such loan will be taken into account by the Seller
in calculating and estimating the Estimated Net Outstanding
Indebtedness."

ARTICLE 3 ACKNOWLEDGEMENT AND WAIVER

The Purchaser hereby expressly confirms and agrees that from and
after the date hereof it shall have no claim whatsoever under
the Agreement, including but not limited to the Seller's
Representations and Warranties or any indemnities of the Seller
thereunder, due to or as a result of the Negative Deviation, the
Reduced Outlook, or the actual EBIT of the Industrial Packaging
Division for 2001 up to Closing. In particular, and without
prejudice to the Seller's position that these Articles are not
applicable anyway, the Purchaser confirms that it has no claim
under Article 8.5 of the Agreement or under Section 7.1 of the
Seller's Representations and Warranties with respect to the
Negative Deviation, the Reduced Outlook, or the actual EBIT of
the Industrial Packaging Division for 2001 up to Closing. If and
to the extent that the Purchaser could nevertheless be said to
have any such claim under the Agreement, including but not
limited to the Seller's Representations and Warranties, it
hereby expressly waives in favour of the Seller all of its
rights in respect of any such claim.

ARTICLE 4 MISCELLANEOUS

4.1 If and to the extent there is a material adverse change in
    the Negative Deviation which occurs and becomes known to the
    Parties before Closing, then, only with respect to such
    excess deviation from the Negative Deviation, Article 3
    hereof shall not apply and the Seller and the Purchaser
    shall not be prejudiced in any of their respective other
    rights under the Agreement and this Amendment Agreement,
    provided, however, that no write-offs or other non-recurring
    items, whether already stated in item (b) of Schedule A or
    included in the year to date 30 November 2000 results or
    otherwise, will for the purposes hereof be taken into
    account in respect of the determination of the actual
    results for the entire year 2000.

4.2 Articles 1.2, 10.3, 11, 13 and 14 of the Agreement apply
    mutatis mutandis to this Amendment Agreement and are
    considered to be repeated and included herein.

Thus agreed and signed in two original copies on 5 January 2001.

HUHTAMAKI VAN LEER OYJ                       GREIF BROS.  CORPORATION

/s/ Juha Salonen                             /s/ Michael J. Gasser
By: Juha Salonen                             By: Michael J. Gasser
Title: Group General Counsel                 Title: Chairman and CEO

/s/ Timo Salonen
By: Timo Salonen
Title: Chief Financial Officer

                          SECOND AMENDMENT TO THE

              SHARE PURCHASE AGREEMENT DATED 27 OCTOBER 2000

                                  between

                           HUHTAMAKI VAN LEER OYJ

                                as the Seller

                                    and

                          GREIF BROS. CORPORATION

                              as the Purchaser

                   for the acquisition by the Purchaser
                   of the entire issued share capital of
                   Royal Packaging Industries Van Leer N.V.

                                NAUTADUTILH
                                 Amsterdam

Place: Amsterdam
Date: 28 February 2001

              SECOND AMENDMENT TO THE SHARE PURCHASE AGREEMENT

                           DATED 27 OCTOBER 2000

THE UNDERSIGNED:

(1) HUHTAMAKI VAN LEER OYJ, a company duly incorporated and
    validly existing under the laws of Finland, established and
    having its principal office in Espoo as the seller (the
    "Seller"); and

(2) GREIF BROS. CORPORATION, a corporation organised under the
    laws of the State of Delaware, USA, having its principal
    offices at 425 Winter Road, Delaware, Ohio, USA as the
    purchaser (the "Purchaser");

WHEREAS:

A. The Purchaser and the Seller have entered into an agreement
   dated 27 October 2000 regarding the sale and transfer of all
   shares in the capital of Royal Packaging Industries Van Leer
   N.V. (the "Agreement");

B. The Parties have entered into a First Amendment to the
   Agreement on 5 January 2001;

C. Article 4.3 and certain other Articles of the Agreement
   provide that the Parties will reach further agreement in
   respect of certain matters prior to Closing;

D. The Parties have reached agreement on such matters as
   referred to in Article 4.3 and such other Articles of the
   Agreement;

E. The Parties wish to record their agreement in respect of
   such matters mentioned in recital (D) hereof in this Second
   Amendment Agreement;

NOW HEREBY AGREE AS FOLLOWS:

ARTICLE 1 DEFINITIONS

Capitalised terms used in this Second Amendment Agreement and
not otherwise defined herein shall have the meanings set forth
in the Agreement.

ARTICLE 2 SEPARATE CLOSING  AND PURCHASE PRICE ALLOCATION

2.1 Separate Closing

The Agreement provides that the shares in the capital of Royal
Packaging Industries Van Leer N.V. (the "Company") will be
transferred to the Purchaser on the Closing Date. In deviation
from such provision, the Parties agree that, in addition to the
transfer of the shares in the Company, certain shares in certain
companies, as listed below, shall be transferred at the Closing
Date on the same terms and conditions as are contained in the
Agreement, but by way of separate transfers under applicable
local law:

(i)     France

a. Van Leer France Investments Holding B.V. will transfer
   437,496 shares in the capital of Van Leer France Holding
   S.A.S. to Greif France Holding S.A.S., resident in France.

b. Van Leer France Investments B.V. will transfer 4 shares in
   the capital of Van Leer France Holding S.A.S. to Greif France
   Holding S.A.S., resident in France.

c. The 437,500 shares in the capital of Van Leer France Holding
   S.A.S. referred to immediately above currently constitute,
   and on the Closing Date will constitute, all of the issued
   and outstanding shares in the capital of Van Leer France
   Holding S.A.S.

d. Van Leer France Holding S.A.S. shall be and hereby is added
   to the list of Subsidiaries of Annex 6 of the Agreement.

(ii)    Germany

4 P Verpackungsgruppe B.V. & Co. Holding KG has transferred all
issued and outstanding shares with a nominal value of 50 DM each
held by it in the capital of Van Leer Grundstucksverwaltungs GmbH
to the Company. The transfer tax due in respect of this transfer
shall be paid by the Purchaser, provided, however, that if the
Purchaser or any of its Group Companies will be assessed twice for
transfer tax in respect of Van Leer Grundstucksverwaltungs GmbH,
the Seller shall reimburse the Purchaser for such second tax
assessment.

(iii)   United States of America

a. Van Leer Holding Inc. will transfer all issued and
   outstanding shares in the capital of American Flange &
   Manufacturing Company Inc. ("Flange & Manufacturing") to the
   Purchaser.

b. Van Leer Holding Inc. will transfer all issued and
   outstanding shares in Van Leer Containers Inc. ("Van Leer
   Containers") to the Purchaser.

c. The Parties agree that they shall jointly make (i) elections
   pursuant to Section 338(h)(10) of the Internal Revenue Code
   of 1986 with respect to the purchase and sale of the shares
   in Flange & Manufacturing and Van Leer Containers and the
   deemed purchase and sale of subsidiaries of either
   corporations and (ii) all comparable elections under state
   and local Tax law, both as further to be recorded in the US
   Stock Purchase agreement in respect of those sales and
   transfers.

d. The Parties agree that no private letter ruling shall be
   sought from the tax authorities in the United States of
   America with respect to the tax basis of the assets of Flange
   & Manufacturing and Van Leer Containers on the Closing Date.

e. The Parties agree that a restructuring liability in the
   amount of USD 9,100,000 (nine million and one hundred
   thousand US Dollar) shall be included in the Closing Balance
   Sheet in respect of the tax consequences for the Purchaser of
   the election mentioned sub (c) above.

(iv)    Brazil

a. Feldreus Investments B.V. will transfer all but one of the
   issued shares in the capital of Huhtamaki Holding Ltda. to
   Greif Netherlands Holdings B.V. The one remaining share in
   the capital of Huhtamaki Holding Ltda. shall continue to be
   held by Mr. Signorelli.

b. Huhtamaki Holding Ltda. and Van Leer Holding S.A. shall be
   and hereby are added to the list of Subsidiaries of Annex 6
   to the Agreement.

2.2 Discrepancies

In case of any conflict or discrepancy between the terms of the
local agreements regarding the transactions mentioned in Article
2.1 hereof and the Agreement, including the First Amendment
Agreement and this Second Amendment Agreement, the provisions of
the Agreement, including the First Amendment Agreement and this
Second Amendment Agreement, shall prevail.

2.3 Purchase Price Allocation

The amounts to be paid as purchase price for the shares which will
be transferred separately in accordance with Article 2.1 hereof,
are included in the amount of the Purchase Price as defined in the
Agreement.

The Parties agree that the parts of the Purchase Price allocable
to the shares mentioned in Article 2.1 in respect of  USA, France
and Brazil, are set out in Schedule AII.1 hereto.

The final consideration amounts paid in connection with the
transactions in respect of the Reorganisation are listed in
Schedule AII.2 hereto. The Purchaser's acknowledgement of such
amounts shall have no effect on its right under Article 7.2 of the
Agreement, including Seller's indemnity of the Purchaser contained
therein.

The Parties undertake that they shall prepare all of their
respective tax returns (belasting aangiften) in the respective
countries in accordance with the allocation as contained in such
Schedules AII.1 and AII.2.

2.4 Annex 6 and Schedules 8 (i) and 8(ii)

The Parties agree that there have been some changes in respect
of the Subsidiaries since the date of the Agreement.
Consequently, the Parties have agreed to update Annex 6 to the
Agreement, which updated Annex 6 is attached to this Second
Amendment Agreement and shall replace Annex 6 as attached to the
Agreement.

The Parties agree that the Reorganisation has been carried out in
the manner as set forth in the revised Schedule 8 (i), a copy of
which is attached hereto and which revised Schedule 8 (i) will
replace the Schedule 8 (i) as attached to the Agreement.

The Parties have further agreed to certain changes to Schedule 8
(ii) as set out in Schedule AII. 3 attached hereto.

2.5 Closing Balance Sheet Date

The Parties hereby agree that the Closing Balance Sheet Date
shall be 28 February 2001.

ARTICLE 3 ENVIRONMENT

3.1 Third Party Claims Relating to Known Conditions Excluded
    from Insurance

The Parties were unable to obtain insurance coverage under the
Environmental Insurance Policy for third party claims related to
Environmental Matters identified in the Known Conditions
Schedule, Endorsement 6 to the Environmental Insurance Policy.
The Parties hereby amend the Agreement and agree that such third
party claims shall not be subject to the Purchaser's obligation
in Article 6.11.6(a) and shall be subject to immediate cost
sharing under Article 6.11.6(b).

3.2 Seller's  Representation - Article 6.11.12.G

The following provision shall be deemed to have been inserted in
Clause 6.11.12 (G) of the Agreement:

"The Seller has not made any material misrepresentation,
which affects the insurability of the risk, towards the
insurers under the Environmental Insurance Policy. The
statements contained in the Declarations (as defined in the
Environmental Insurance Policy) and any other supplemental
materials and information submitted to ECS Underwriting,
Inc. as a part of the application process or with the
application, for the Environmental Insurance Policy are the
Seller's agreements and representations. The statements and
facts set forth in the application, including the
supplemental materials and information, for the
Environmental Insurance Policy towards ECS Underwriting,
Inc. and relied on by all insurers are true and no material
facts have been suppressed or misstated therein."

ARTICLE 4 ARTICLE 4.3 OF THE AGREEMENT

4.1 Working capital amount in the Pro Forma Accounts

The Parties have acknowledged that there was a mistake in the
Pro Forma Accounts which has an effect on the Pro Forma Accounts
Net Working Capital and the Parties wish to correct such
mistake. Consequently, the Parties hereby agree that the amount
of the Pro Forma Accounts Net Working Capital as included in the
Pro Forma Accounts shall be revised on the amount of EUR
205,344,000 (two hundred and five million and three hundred and
forty four thousand Euro).

4.2 United States of America

(i)     Split dollar life statement

The Parties agree that the "Provisions for liabilities and other
charges" in the Closing Balance Sheet will include the full
liability for post-retirement benefits without netting out the
value of the US cash surrender value life ("split dollar life")
insurance policies, which are an asset of Van Leer Containers.
As a consequence, the Estimated Net Outstanding Indebtedness is
increased by USD 4,000,000 (four million US Dollar).

(ii)    Post retirement benefits statement

For the establishment of the Closing Balance Sheet medical
inflation percentages shall be used for the United States of
America of 7.25%, grading down 0.5% each year to an ultimate
rate of 4.75%, using a discount rate of 7.5%. As a consequence,
the Estimated Net Outstanding Indebtedness is increased by USD
2,000,000 (two million US Dollar).

4.3 The Netherlands, France and Germany

(i)     Back service pension liabilities in the Netherlands

The Parties acknowledge that the liability for unfunded back
service pension liabilities in the Netherlands as of 31 December
1999 has been duly included in the Pro Forma Accounts.

(ii)    Funding of liabilities France

The Parties agree that the liability in France relating to the
provision for medical and life insurance benefits for former
employees between early retirement and age 65 and the liability in
France relating to the benefits arising from the early retirement
convention shall not be included under "Provisions for liabilities
and other charges" in the Closing Balance Sheet.

(iii)   Funding of liabilities Germany

The Seller hereby represents and warrants to the Purchaser that
the reserve in the Germany local accounts as at 31 December 1999
of DM 15,225,615 (fifteen million and two hundred and twenty five
thousand and six hundred and fifteen German Mark) relates entirely
to re-insurance assets. In reliance on the foregoing, the
Purchaser agrees that the Pro Forma Accounts do not understate the
pension liabilities in Germany as of 31 December 1999.

4.4 Full Agreement

The Parties acknowledge and agree that they have now reached
full agreement on all issues which pursuant to Article 4.3 of
the Agreement have to be agreed upon prior to Closing.

ARTICLE 5 PENSION

Article 9.4 of the Agreement provides that prior to Closing the
parties shall agree on a more detailed arrangement regarding the
value transfers mentioned in such Article 9.4 in respect of the
Consumer Employees (as listed on Schedule 15). Such more
detailed arrangement is set forth below and will be in addition
to the mechanics already provided for in Article 9.4 of the
Agreement:

(i)     United States of America

The Parties have meanwhile agreed that Ken Andre will remain
with the Industrial Packaging Division.

Steve Murphy has already left the relevant Industrial Pension
Fund.

Brad Kerle and Theo Kalifatidis are both expatriated Australians
who have remained within the Australian pension fund. They shall
be deemed to have been added to the Australia Chapter of the
list of Consumer Employees (Schedule 15 to the Agreement).

Based on the above circumstances, the Parties agree that no
value transfer has to take place in respect of Consumer
Employees in the United States of America.

(ii)    United Kingdom

All Consumer Employees listed on Schedule 15 under the heading
"United Kingdom" will cease to be active members and become
deferred members of the relevant Industrial Pension Funds as per
the Closing Date, in accordance with the rules for leaving
service of the relevant Industrial Pension Fund, being either
the Van Leer (UK) Staff Pension Scheme or the Van Leer (UK)
Works Pension Scheme. As per the Closing Date, these members
will be entitled to take a transfer from their scheme on the
normal cash equivalent basis in force at the date they transfer,
which amount will be no less than the cash equivalent as at the
date of transfer as defined in the Pension Schemes Act 1993. A
value transfer ("waardeoverdracht") as provided for in Article
9.4, second paragraph, of the Agreement from the relevant
Industrial Pension Funds shall take place in accordance with
such provision.

(iii)   Australia

The Consumer Employees in Australia are members of the Van Leer
Australia Salaried Staff Superannuation Plan ("VLASSSP"). Under
the governing superannuation legislation (Superannuation
Industry Supervision (SIS) Regulation 6.29), a transfer of a
member's benefits from one fund to another must be with the
consent of the member or the new fund must be a Successor Fund.
A Successor Fund approach has been adopted by the Seller. The
benefits of the Consumer Employees in Australia will be
transferred to the Oceana Superannuation Fund ("OSF").  A deed
of amendment to the VLASSSP trust deed was signed on 20 October
2000 to allow the trustee of the VLASSSP to transfer members to
another fund if satisfied that the new fund can be regarded as a
Successor Fund.

The OSF trust deed provides equivalent benefits for the
transferring employees from VLASSSP. As a result, the Seller
hereby warrants that members' accrued benefits in the VLASSSP
can be transferred to the OSF as a Successor Fund without
individual member consent being required.

The amount to be transferred to the OSF in respect of the
transferring members will be the equitable share of the total
defined benefit assets in the VLASSSP as at the date of
transfer, including a share of any surplus. Assets representing
members' Voluntary Contribution Accounts and Surcharge Offset
Accounts are specifically allocated to individual members and
would not form part of the equitable share calculation (but
would be transferred in addition).

(iv)    South Africa

The two Consumer Employees listed on Schedule 15 under the
heading "South Africa", i.e. A.J. Jardine and C.A. Reynecke,
have both left the relevant Industrial Pension Fund since the
date of the Agreement.

A.J. Jardine has retired and C.A. Reynecke has been transferred
to an outside pension fund; a value transfer in respect of C.A.
Reynecke has already taken place.

Based on the above circumstances, the Parties agree that no
value transfer has to take place in respect of Consumer
Employees in South Africa.

ARTICLE 6 VAN LEER COORDINATION CENTRE

The Parties confirm that the transfer of Van Leer Coordination
Center N.V. (the "VLC Center") to the Consumer Packaging Division,
as referred to in Article 7.4 of the Agreement, has not taken
place on the date hereof and will not take place prior to Closing.
The Purchaser agrees that it shall not close down VLC Center
before 1 August 2001 but that it shall close down VLC Center as
soon as practicable thereafter. Until closing down is completed,
the Purchaser will procure that VLC Center will be run in its
ordinary course of business consistent with the period before
Closing. The Seller shall hold the Purchaser harmless against and
shall reimburse the Purchaser upon its first request for all costs
actually incurred by VLC Center or the Purchaser's Group of
Companies in connection with (a) the operational costs of VLC
Center, other than the salary costs of the employees listed in
Annex AII.4 attached hereto (the "Industrial Employees") and (b)
the closing down of VLC Center, provided that the Seller shall
only be liable for dismissal costs up until 1 August 2002 and only
in relation to the employees who (i) are employed by VLC Center as
at Closing and are not Industrial Employees and (ii) following
their dismissal, are not employed within Purchaser's group of
companies. For the avoidance of doubt, the Purchaser shall have no
obligation to employ, or offer employment to, within the
Purchaser's group of companies, any employee who is currently
employed by VLC Center.

ARTICLE 7 INSURANCE

Article 9.6 of the Agreement provides that the Seller and the
Purchaser will use their reasonable best efforts to agree prior
to Closing on a suitable transition period arrangement with
respect to the insurance policies as listed on Schedule 11 which
will terminate in respect of the Industrial Packaging Division
as per Closing. The Parties hereby agree that no such
arrangement is necessary and that consequently neither Party has
any further obligation pursuant to such Article 9.6. except that
any claims arising out of events occurring prior to Closing that
would otherwise be covered by such terminated insurance
policies, will be the responsibility of the Seller whether or
not it obtains run-off insurance coverage.

ARTICLE 8 KENTUCKY REAL ESTATE

The Parties acknowledge that the fact that the Purchaser is
aware of a potential problem in connection with the lease of the
plant in Florence, Kentucky, will not prejudice the rights of
the Purchaser under the Seller's Representations and Warranties
or the indemnities as contained in the Agreement

ARTICLE 9 MISCELLANEOUS

Articles 1.2, 10.3, 13 and 14 of the Agreement apply mutatis
mutandis to this Amendment Agreement and are considered to be
repeated and included herein.

Thus agreed and signed in two original copies in Amsterdam on 28
February 2001.

HUHTAMAKI VAN LEER OYJ                      GREIF BROS. CORPORATION

/s/ Timo Salonen                            /s/ Michael J. Gasser
By: Timo Salonen                            By: Michael J. Gasser
Title: chief financial officer              Title: chairman and CEO

/s/ Juha Salonen
By: Juha Salonen
Title: group general counsel

EXHIBIT 99.1

Greif Bros. Corporation                                          News Release
425 Winter Road
Delaware, Ohio 43015

                   Greif Bros. Corporation Announces Completion
                       of Van Leer Industrial Acquisition

          Greif Closes Purchase of Van Leer Industrial for $555 Million

                   Acquisition Makes Greif the Global Leader in
               Industrial Packaging Products and Shipping Solutions

DELAWARE, OH (March 2, 2001) - Greif Bros. Corporation (NASDAQ:
GBCOA/GBCOB) today announced completion of its purchase of the
Van Leer Industrial packaging division from Huhtamaki Van Leer
Oyj of Espoo, Finland (HEX: HVL1V) for $555 million, which
includes the assumption of debt and other obligations. Greif and
Huhtamaki announced the signing of a definitive purchase
agreement for Van Leer Industrial on October 30, 2000 and an
amendment on January 26, 2001.

With the purchase of Van Leer Industrial, Greif nearly doubles
its revenue base and becomes the global leader in the industrial
packaging products business, with approximately 200 locations,
11,000 employees and 19,000 customers in more than 40 countries.

"Combining Greif and Van Leer Industrial creates a stronger
company focused on providing a wide range of packaging solutions
for global as well as regional customers," said Michael J.
Gasser, Greif chairman and chief executive officer. "Our first
priority continues to be the acceleration of our historical
growth rates by taking advantage of favorable opportunities in
international markets."

Greif's Expanded Industrial Shipping Containers Business
Before the acquisition, Greif was the leading supplier of
industrial shipping containers in North America. The Van Leer
Industrial acquisition expands Greif's markets to Europe,
Africa, Asia, Australia and Latin America. Greif anticipates
that approximately 80% of net sales for the combined Company
will be from North America and Europe and 20% from the remaining
regions.

The product line for Greif's Industrial Shipping Containers
business segment includes steel drums, fibre drums, plastic
drums, intermediate bulk containers, plastic bottles, steel
pails and drum closure systems. In addition, the Company
provides various packaging-related services.

(more)

Greif also has two other lines of business in the United States
market: Containerboard & Corrugated Products and Timber. For the
year ended October 31, 2000, Greif reported net sales of $929.9
million, which included $476.3 million for the Company's
Industrial Shipping Containers segment, $408.9 million for the
Containerboard & Corrugated Products segment and $44.7 million
for the Timber segment.

"The Greif-Van Leer Industrial combination is a revolutionary
step in a mature, consolidating industry and is an important
part of our plan for creating additional value and opportunities
for our customers, shareholders and employees," Mr. Gasser said.
"While there will be cost savings resulting from the integration
process, the Van Leer Industrial acquisition reflects Greif's
customer-driven growth strategy."

This growth strategy is based on:
* The broadest product and service offering in the industrial
  packaging products industry
* Increased ability to respond to global packaging needs of
  multinational customers
* Global market and leadership position for industrial
  packaging
* Balanced, globally diversified revenue mix
* Meaningful synergies through improved operating efficiencies,
  purchasing economies and cross-selling opportunities
* Leveraging a global infrastructure to provide more products
  to more customers

As previously reported, the Company expects the Van Leer
Industrial acquisition to be accretive to earnings per share
within one year from closing.

Experienced Worldwide Packaging Leadership
William B. Sparks, Jr., Greif's president and chief operating
officer, will continue to lead the Company's Industrial Shipping
Containers business. In addition, Francisco de Miguel, president
of Van Leer Industrial and a 33-year employee, will be
responsible for overall management of the industrial packaging
business in Europe, Asia, Australia and Africa, as well as the
drum closures business.

"We are extremely pleased that Francisco de Miguel, along with a
large majority of Van Leer Industrial executives, will remain
with the international operations and actively participate in
the management of the Company to ensure continued quality
service to our customers," Mr. Gasser stated. "With these
experienced individuals along with the solid Greif management
team, we are confident in a smooth transition and positive
future."

The Industrial Shipping Containers business will operate in
seven geographic regions within the Company's global markets.
Van Leer Industrial managers have been appointed to manage six
regions, and a Greif manager will direct the North America
region. Tri-Surer, the Company's drum closure systems business,
will operate as a separate unit within the Industrial Shipping
Containers business.

(more)

Mr. Gasser said that integration teams were formed earlier this
year and are working in all key locations to implement best
practices, identify new marketing opportunities and explore
manufacturing and purchasing efficiencies.

Financing
As previously reported, the Company is financing the acquisition
through $900 million of Senior Secured Credit Facilities
arranged by Merrill Lynch & Co., Inc. with a syndicate of
lenders. Proceeds will be used to complete the acquisition of
Van Leer Industrial and to refinance the Company's existing
debt, and the remaining amounts will be available for working
capital and general corporate purposes.

Standard & Poor's and Moody's Investors Service have assigned
"BB" and "Ba3" ratings, respectively, to the Company's new $900
million credit facilities. Both rating agencies stated positive
outlooks. The credit facilities consist of two term loans, a
$350 million five-year term loan A and a $400 million seven-year
term loan B, as well as a $150 million multi-currency revolving
credit facility.

Financial Overview
The Company will complete pro forma financial statements in
accordance with accounting principles generally accepted in the
United States and will file them with the U.S. Securities and
Exchange Commission within 75 days after closing. The excess
amount of the purchase price over net asset value, prior to
purchase accounting and post-closing adjustments and translation
to accounting principles generally accepted in the United
States, is expected to be approximately $80 million. The
following financial information is for reference only, and
addition of the stated amounts is not indicative of the pro
forma results of the combined Company.

Historical Income Statement Information

                                Greif Bros. Corporation  Van Leer Industrial(a)
                                (US $ Million)           (US$ Million) (b)
For the Year Ended              October 31, 2000         December 31, 2000
                                                   
Net sales                       929.9                    951.0
EBIT before special charges     112.3                    41.9 (c)
EBITDA before special charges   157.5                    78.7 (c)

(a) Unaudited and before synergies
(b) Based on convenience translation, numbers converted from
    Euro currency as of 12/31/00 at .925 to the US dollar.
(c) Excludes special charges or non-recurring expenses of
    approximately US $9 million.

(more)

About Greif Bros. Corporation
Greif, which is headquartered in Delaware, Ohio, has been a
packaging company since its inception in 1877. The Company
provides a broad variety of industrial shipping containers
(which include fibre drums, plastic drums, steel drums,
intermediate bulk containers, steel pails, drum closures and
plastic water bottles) and containerboard and corrugated
products (which include semichemical and recycled medium,
recycled linerboard, corrugated boxes, corrugated honeycomb
products and multiwall packaging) as well as manages timber
properties. Greif has approximately 11,000 employees in more
than 40 countries. Additional information is on the company's
web site at www.greif.com.

Some of the information in this press release contains "forward-
looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. The words "believe," "expect,"
"anticipate," "project," and similar expressions, among others,
identify forward-looking statements. Forward-looking statements
speak only as of the date the statement was made. Such forward-
looking statements are subject to certain risks and
uncertainties that could cause the Company's actual results to
differ materially from those projected, including the statements
that the combination of Greif and Van Leer Industrial creates a
stronger company focused on providing a wide range of packaging
solutions for global as well as regional customers, and the
Company's first priority continues to be the acceleration of its
historical growth rates by taking advantage of the favorable
opportunities in international markets (paragraph three), the
Greif-Van Leer Industrial combination is a revolutionary step in
a mature, consolidating industry and is an important part of the
Company's plan for creating additional value and opportunities
for its customers, shareholders and employees (paragraph seven),
there will be cost savings resulting from the integration
process (paragraph seven), the Company expects the Van Leer
Industrial acquisition to be accretive to earnings per share
within one year from closing (paragraph nine), the following
financial information is for reference purposes only and the
addition of the results of both companies is not indicative of
the pro forma results of the combined company (paragraph
sixteen). Risks and uncertainties that might cause a difference
include, but are not limited to, changes in general business and
economic conditions and litigation or claims against the
Company. These and other risks and uncertainties that could
materially affect the financial results of the Company are
further discussed in the Company's Annual Report on Form 10-K
for the year ended October 31, 2000. All forward-looking
statements made in this announcement are based on information
presently available to the management of the Company. The
Company assumes no obligation to update any forward-looking
statement.

For Additional Information:

Media Inquiries:
Krista Heins
Director, Communications
Greif Bros. Corporation
740-549-6074
klheins@greif.com

Anita Bose
Robinson Lerer & Montgomery
212-484-7699
abose@rlmnet.com

(more)

Shareholder/Analyst/Investor Inquiries:
Robert Lentz
Robert A. Lentz and Associates
614-876-2000
rlentz@investquest.com

Anita Bose
Robinson Lerer & Montgomery
212-484-7699
abose@rlmnet.com

                                                                 EXHIBIT 99.2

                               U.S. $900,000,000

                        SENIOR SECURED CREDIT AGREEMENT

                           Dated as of March 2, 2001

                                    among

                            GREIF BROS. CORPORATION,
                               as U.S. Borrower,

                           GREIF SPAIN HOLDINGS, S.L.,
                            as Subsidiary Borrower,

                             MERRILL LYNCH & CO.,
       as Sole Lead Arranger, Sole Book-Runner and Administrative Agent,

                        KEYBANK NATIONAL ASSOCIATION,
                            as Syndication Agent,

                             ABN AMRO BANK N.V,
                          as Co-Documentation Agent,

                             NATIONAL CITY BANK,
                          as Co-Documentation Agent,

                           THE BANK OF NOVA SCOTIA,
                               as Paying Agent,

                                    and

                       THE OTHER FINANCIAL INSTITUTIONS
                        PARTY HERETO FROM TIME TO TIME

                             TABLE OF CONTENTS

Section                                                         Page
              ARTICLE I
              DEFINITIONS, ETC.
                                                          
1.1.          Certain Defined Terms                             1
1.2.          Other Interpretive Provisions                     33
1.3.          Accounting Principles                             34
1.4.          Currency Equivalents Generally                    34

              ARTICLE II
              THE CREDITS
2.1.          Amounts and Terms of Commitments and Loans        35
2.2.          Evidence of Debt; Notes                           36
2.3.          Procedure for Borrowings                          36
2.4.          Conversion and Continuation Elections for
              Borrowings                                        37
2.5.          Utilization of Commitments in Offshore
              Currencies                                        39
2.6.          Reduction or Termination of Commitments           41
2.7.          Prepayments and Mandatory Commitment
              Reductions                                        41
2.8.          Currency Exchange Fluctuations                    44
2.9.          Repayment                                         45
2.10.         Interest                                          47
2.11.         Fees                                              47
              (a) Arrangement Fees; Agency Fees                 47
              (b) Commitment Fees                               48
2.12.         Computation of Fees, Interest and Dollar
              Equivalent Amount                                 48
2.13.         Payments by Each Applicable Borrower              48
2.14.         Payments by the Lenders to the Paying Agent       49
2.15.         Adjustments                                       49
2.16.         Swing Line Commitment                             50
2.17.         Borrowing Procedures for Swing Line Loans         50
2.18.         Refunding of Swing Line Loans                     50
2.19.         Participations in Swing Line Loans                50
2.20.         Swing Line Participation Obligations
              Unconditional                                     51
2.21.         Conditions to Swing Line Loans                    51
2.22.         Substitution of Lenders in Certain Circumstances  52

              ARTICLE III
              THE LETTERS OF CREDIT
3.1.          The Letter of Credit Subfacility                  52
3.2.          Issuance, Amendment and Renewal of Letters
              of Credit                                         53
3.3.          Risk Participations, Drawings and Reimbursements  55
3.4.          Repayment of Participations                       56
3.5.          Role of the L/C Lender                            57
3.6.          Obligations Absolute                              57
3.7.          Cash Collateral Pledge                            58
3.8.          Letter of Credit Fees                             58
3.9.          Uniform Customs and Practice                      58
3.10.         Letters of Credit for the Account of
              Subsidiaries                                      59

              ARTICLE IV
              NET PAYMENTS, YIELD PROTECTION AND ILLEGALITY
4.1.          Net Payments                                      59
4.2.          Illegality                                        61
4.3.          Increased Costs and Reduction of Return           61
4.4.          Funding Losses                                    62
4.5.          Inability To Determine Rates                      62
4.6.          Reserves on LIBOR Loans                           63
4.7.          Certificates of Lenders                           63
4.8.          Substitution of Lenders                           63
4.9.          Right of Lenders To Fund Through Branches
              and Affiliates                                    64

              ARTICLE V
              CONDITIONS PRECEDENT
5.1.          Conditions to Effectiveness                       64
5.2.          Conditions to Initial Credit Extension            64
5.3.          Conditions to All Credit Extensions               69

              ARTICLE VI
              REPRESENTATIONS AND WARRANTIES
6.1.          Corporate Status                                  70
6.2.          Authority                                         70
6.3.          No Conflicts; Consents                            70
6.4.          Binding Effect                                    71
6.5.          Litigation                                        71
6.6.          No Default; Material Contractual Obligations      71
6.7.          ERISA                                             71
6.8.          Use of Proceeds; Margin Regulations               72
6.9.          Financial Condition; Financial Statements;
              Solvency; etc                                     72
6.10.         Subsidiaries; Properties                          73
6.11.         Taxes                                             73
6.12.         Environmental Matters                             74
6.13.         Regulated Entities                                75
6.14.         Employee and Labor Matters                        75
6.15.         Intellectual Property                             75
6.16.         Existing Indebtedness                             76
6.17.         True and Complete Disclosure                      76
6.18.         Security Interests; Certain Matters
              Relating to Collateral                            76
6.19.         Representations and Warranties in Credit
              Documents and Transaction Documents               77
6.20.         Van Leer Acquisition                              78
6.21.         Broker's Fees                                     78

              ARTICLE VII
              AFFIRMATIVE COVENANTS
7.1.          Financial Statements, etc                         78
7.2.          Certificates; Other Information                   79
7.3.          Notices                                           80
7.4.          Preservation of Corporate Existence, etc          81
7.5.          Maintenance of Property; Insurance                81
7.6.          Payment of Obligations                            82
7.7.          Taxes                                             82
7.8.          Compliance with Environmental Laws                82
7.9.          Compliance with ERISA                             82
7.10.         Inspection of Property and Books and Records      83
7.11.         End of Fiscal Years; Fiscal Quarters              83
7.12.         Use of Proceeds                                   83
7.13.         Further Assurances; New Subsidiaries              83
7.14.         Equal Security for Loans and Notes                84
7.15.         Pledge of Additional Collateral                   84
7.16.         Security Interests                                85
7.17.         Interest Rate Protection                          85
7.18.         Currency and Commodity Hedging Transactions       85
7.19.         Foreign Subsidiaries Security                     85
7.20.         Register                                          86
7.21.         Maintenance of Credit Rating                      87
7.22.         Post-Closing Obligations                          87
7.23.         Limitations on Activities of U.S. Holdco,
              Subsidiary Borrower and Dutch Holdco              90
7.24.         Certain Collateral Limitations                    90

              ARTICLE VIII
              NEGATIVE COVENANTS
8.1.          Limitation on Liens; No Further Negative Pledge   91
8.2.          Consolidations, Mergers and Disposition of Assets 93
8.3.          Leases                                            95
8.4.          Loans and Investments                             95
8.5.          Limitation on Indebtednes                         98
8.6.          Transactions with Affiliates                      99
8.7.          Use of Proceeds                                   99
8.8.          Contingent Obligations                            100
8.9.          Restrictions on Subsidiaries                      100
8.10.         Fixed Charge Coverage Ratio; Interest
              Coverage Ratio                                    100
8.11.         Minimum Net Worth                                 101
8.12.         Total Leverage Ratio                              101
8.13.         Restricted Payments                               101
8.14.         ERISA                                             102
8.15.         Change in Business                                102
8.16.         Accounting Changes                                103
8.17.         Amendments to Transaction Documents               103
8.18.         Capital Expenditures                              103
8.19.         Sale and Lease-Backs                              103
8.20.         Sale or Discount of Receivables                   103
8.21.         Creation of Subsidiaries                          103
8.22.         [Reserved]                                        103
8.23.         Limitation on Other Restrictions on
              Amendment of Documents                            104
8.24.         Limitation on Payments or Prepayments of
              Indebtedness or Modification of Debt Documents    104
8.25.         Consolidated Returns                              104
8.26.         Limitation on Contribution                        104

              ARTICLE IX
              EVENTS OF DEFAULT
9.1.          Event of Default                                  105
              (a) Non-Payment                                   105
              (b) Representation or Warranty                    105
              (c) Specific Defaults                             105
              (d) Other Defaults                                105
              (e) Cross-Default                                 105
              (f) Insolvency; Voluntary Proceedings             106
              (g) Involuntary Proceedings                       106
              (h) ERISA                                         106
              (i) Monetary Judgments                            106
              (j) Non-Monetary Judgments                        106
              (k) Guarantees                                    107
              (l) Security Documents                            107
              (m) Intercompany Security Documents               107
              (n) Change of Control                             107
              (o) Environmental Events                          107
              (p) Van Leer Acquisition                          107
              (q) Permitted Receivables Transaction Issues      107
9.2.          Remedies                                          108
9.3.          Rights Not Exclusive                              108

              ARTICLE X
              THE AGENTS
10.1.         Appointment and Authorization                     108
10.2.         Delegation of Duties                              109
10.3.         Exculpatory Provisions                            109
10.4.         Reliance by Co-Agents                             110
10.5.         Notice of Default                                 110
10.6.         Credit Decision                                   110
10.7.         Indemnification                                   111
10.8.         Co-Agents in Individual Capacity                  111
10.9.         Successor Co-Agents                               111
10.10.        Holders                                           112
10.11.        Failure To Act                                    112
10.12.        Paying Agent as Joint and Several Creditor        112

              ARTICLE XI
              MISCELLANEOUS
11.1.         Amendments and Waivers                            112
11.2.         Notices                                           115
11.3.         No Waiver; Cumulative Remedies                    116
11.4.         Expenses, Indemnity, etc                          116
11.5.         Payments Pro Rata                                 118
11.6.         Payments Set Aside                                118
11.7.         Successors and Assigns                            118
11.8.         Assignments and Participations, etc               118
11.9.         Confidentiality                                   120
11.10.        Set-off                                           121
11.11.        Notification of Addresses, Lending Offices, etc   121
11.12.        Counterparts                                      121
11.13.        Severability; Modification To Conform to
              Law                                               121
11.14.        No Third Parties Benefitted                       121
11.15.        Governing Law; Submission to Jurisdiction; Venue  122
11.16.        WAIVER OF JURY TRIAL                              122
11.17.        Judgment                                          122
11.18.        Survival                                          123

Signatures                                                      S-1

ANNEXES

Annex A                   Agent's Payment Offices for Offshore Currency Loans
                       
SCHEDULES

Schedule 1.1(a)(i)        Domestic Mortgaged Property at the Closing
                          Date; Domestic Mortgaged Property (Leased)
                          After the Closing Date
Schedule 1.1(a)(ii)       Foreign Mortgaged Property After the
                          Closing Date
Schedule 1.1(a)(iii)      Intercompany Mortgaged Property After
                          the Closing Date
Schedule 1.1(b)           Letters of Credit Issued by KeyBank National
                          Association Under the Credit Facility Being
                          Refinanced and to Remain Outstanding Hereunder
Schedule 1.1(c)           [Reserved]
Schedule 1.1(d)           Pledged Securities
Schedule 1.1(e)           Refinanced Indebtedness
Schedule 1.1(f)           Timber Assets
Schedule 1.1(g)           Van Leer Acquisition Documents
Schedule 2.1              Commitments and Pro Rata Shares
Schedule 5.2(a)(iv)       Local Counsel Delivering Opinions at the
                          Closing Date
Schedule 5.2(a)(vi)       Domestic Guarantors; Foreign Guarantees
                          Delivered at the Closing Date; Foreign Security
                          Agreements Delivered at the Closing Date
Schedule 5.2(a)(vii)      Intercompany Loans Delivered at the
                          Closing Date; Intercompany Security Agreements
                          Delivered at the Closing Date; Intercompany
                          Guarantees Delivered at the Closing Date
Schedule 6.5              Litigation
Schedule 6.7              Certain ERISA Matters
Schedule 6.10             Subsidiaries and Minority Interests
Schedule 6.11             Certain Tax Matters
Schedule 6.12             Environmental Matters
Schedule 6.15             Intellectual Property
Schedule 6.16             Indebtedness To Remain Outstanding
Schedule 6.20             Certain Consents
Schedule 7.13A            Domestic Subsidiaries That Are Not Loan Parties
Schedule 7.13B            Foreign Subsidiaries That at the Closing Date
                          Are Required To Be Loan Parties
Schedule 7.13C            Foreign Subsidiaries That at the Closing Date
                          Are Required To Be Intercompany Guarantors
Schedule 7.22A            Credit Documents and Intercompany Loan
                          Documents to be Delivered Within 30 Days After
                          the Effective Date
Schedule 7.22B            Credit Documents and Intercompany Loan
                          Documents to be Delivered Within 60 Days After
                          the Effective Date
Schedule 7.24(b)          Collateral To Be Released After Rating Date
Schedule 8.1(a)           Certain Existing Liens as of the Effective Date
Schedule 8.2(n)           Certain Scheduled Asset Sales
Schedule 8.4(n)           Existing Investments and Investments To Be Made
                          Under Binding Agreements
Schedule 8.8              Contingent Obligations
Schedule 11.2             Addresses for Notices

EXHIBITS

Exhibit A                 Form of Notice of Borrowing
Exhibit B                 Form of Notice of Conversion/Continuation
Exhibit C                 Form of Compliance Certificate
Exhibit D                 Form of Domestic Subsidiary Guarantee and
                          Security Agreement
Exhibit E                 Form of U.S. Borrower Guarantee and Security
                          Agreement
Exhibit F-1               Form of Opinion of Baker & Hostetler LLP To Be
                          Delivered on the Effective Date
Exhibit F-2               Form of Local Counsel Opinion to the Domestic
                          Loan Parties
Exhibit F-3               Form of Opinion of Baker & Hostetler LLP To Be
                          Delivered on the Closing Date
Exhibit F-4               Form of Opinion of Counsel to Subsidiary Borrower
Exhibit G                 Form of Assignment and Acceptance
Exhibit H-1               Form of Dollar Term A Note
Exhibit H-2               Form of Euro Term A Note
Exhibit H-3               Form of Term B Note
Exhibit H-4               Form of Revolving Note
Exhibit H-5               Form of Swing Line Note
Exhibit I                 Form of Domestic Mortgage
Exhibit J                 Form of Interest Rate Certificate
Exhibit K                 Form of Non-Bank Certificate
Exhibit L                 Form of Perfection Certificate
Exhibit M                 Amendments to Organizational Documents of
                          Subsidiary Borrower
Exhibit N                 Form of Soterra Guarantee
Exhibit O                 Form of Landlord Lien Waiver and Access Agreement

                      SENIOR SECURED CREDIT AGREEMENT

This SENIOR SECURED CREDIT AGREEMENT is entered into
as of March 2, 2001, among GREIF BROS. CORPORATION, a Delaware
corporation (together with its successors, "U.S. Borrower");
GREIF SPAIN HOLDINGS, S.L., a Sociedad limitada en formacion
incorporated under the laws of Spain and pending its registra-
tion in the relevant commercial registry ("Subsidiary Borrower"
and, together with U.S. Borrower, the "Borrowers"); the several
financial institutions listed on the signature pages hereto as
"Lenders" or from time to time made party to this Agreement
pursuant to Section 11.8 (collectively, the "Lenders"; indi-
vidually, each a "Lender"); MERRILL LYNCH & CO., MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED, as sole Lead Arranger (to-
gether with its successors in such capacity, the "Lead Ar-
ranger"), as sole Book-Runner and as Administrative Agent (to-
gether with its successors in such capacity, the "Administra-
tive Agent"); KEYBANK NATIONAL ASSOCIATION, as Syndication
Agent (together with its successors in such capacity, the "Syn-
dication Agent"); ABN AMRO BANK N.V., as Co-Documentation Agent
(together with its successors in such capacity, a "Co-
Documentation Agent"); NATIONAL CITY BANK, as Co-Documentation
Agent (together with its successors in such capacity, a "Co-
Documentation Agent"); and THE BANK OF NOVA SCOTIA, as Paying
Agent (together with its successors in such capacity, the "Pay-
ing Agent").

NOW, THEREFORE, in consideration of the mutual agree-
ments, provisions and covenants contained herein, the parties
agree as follows:

                               ARTICLE I

                            DEFINITIONS, ETC.

1.1. Certain Defined Terms.  The following terms have
     the following meanings:

ABR Loan means a Loan or an L/C Advance that bears
interest based on the Alternate Base Rate.  ABR Loans may only
be made in U.S. Dollars.

Account means any account (as that term is defined in
Section 9-106 of the UCC) of any Company arising from the sale
or lease of goods or rendering of services.

Acquisition means any transaction or series of re-
lated transactions for the purpose of or resulting, directly or
indirectly, in (a) the acquisition of all or substantially all
of the assets of a Person, or of any business or division of a
Person, (b) the acquisition of in excess of 50% of the capital
stock, partnership interests, membership interests or equity of
any Person, or otherwise causing any Person to become a Sub-
sidiary, or (c) a merger or consolidation or any other combina-
tion with another Person.

Additional Collateral - see Section 7.15.

Adjusted Working Capital means the remainder of:
(a) (i) the consolidated current assets of the Companies, less
(ii) the amount of Cash and Cash Equivalents included in such
consolidated current assets; less (b) (i) consolidated Current
Liabilities of the Companies, less (ii) the amount of short-
term Indebtedness (including Revolving Loans and current matu-
rities of long-term Indebtedness) of the Companies included in
such consolidated Current Liabilities.

Administrative Agent - see the introduction to this
Agreement.

Administrative Fee Letter - see subsection 2.11(a).

Affected Lender - see Section 4.8.

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

Agent's Payment Office means (i) in respect of pay-
ments by the Borrowers in U.S. Dollars, 600 Peachtree Street,
Suite 2700, Atlanta, Georgia 30308 or such other address as the
Paying Agent may from time to time specify in accordance with
Section 11.2 and (ii) in the case of payments by the Borrowers
in any Offshore Currency, as set forth in Annex A or such other
address as the Paying Agent may from time to time specify in
accordance with Section 11.2.

Agents means the Lead Arranger, the Administrative
Agent, the Syndication Agent and the Paying Agent; and Agent
means any of them.

Aggregate Outstanding Revolving Credit means, as to
any Revolving Lender at any time, an amount equal to the sum of
(a) the aggregate unpaid principal Dollar Equivalent amount at
such time of all Revolving Loans made by such Lender, (b) such
Lender's Pro Rata Share of the Effective Amount of all out-
standing L/C Obligations at such time, and (c) such Lender's
Pro Rata Share of the aggregate amount of all outstanding Swing
Line Loans.

Agreed Alternative Currency - see subsection 2.5(e).

Agreement means this Senior Secured Credit Agreement,
as amended and in effect from time to time.

Agreement Currency - see Section 11.17.

Alternate Base Rate means, for any day, with respect
to all ABR Loans, a fluctuating rate of interest per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%)
equal to the higher of:  (a) 0.50% per annum above the latest
U.S. Federal Funds Rate; and (b) the Corporate Base Rate of in-
terest announced by the Paying Agent from time to time, chang-
ing effective on the date of announcement of said Corporate
Base Rate change.

Amortization Payments means, as to any Term Loan Fa-
cility, the scheduled repayments of the Term Loans of such Term
Loan Facility as set forth in subsections 2.9(a) and (b), and
Amortization Payment means any such scheduled repayment.

Applicable Borrower means, with respect to any Term
Loan, U.S. Borrower, and, with respect to any Revolving Loan,
U.S. Borrower or Subsidiary Borrower, as applicable, that is
the Borrower to whom such Loan was, or is to be, made.

Applicable Commitment Fee Percentage means (i) on and
after the Effective Date and prior to the Trigger Date, 0.500%,
and (ii) thereafter, the percentage per annum set forth in the
grid below opposite the Total Leverage Ratio at the end of the
most recent fiscal quarter:

Total Leverage Ratio         Applicable Commitment Fee Percentage

 > 3.0 to 1.0                0.500%
 < 3.0 to 1.0 and
 > 2.5 to 1.0                0.500%
 < 2.5 to 1.0 and
 > 2.0 to 1.0                0.375%
 < 2.0 to 1.0                0.375%

Any change in the Total Leverage Ratio shall result in the ad-
justment of the Applicable Commitment Fee Percentage as of the
date of receipt by the Paying Agent of the Interest Rate Cer-
tificate most recently delivered pursuant to subsection 7.2(b)
to the level applicable to such new Total Leverage Ratio (and
if not delivered when due, the Total Leverage Ratio shall be
presumed to be greater than 3.0 to 1.0 until delivered).

Applicable Currency means, as to any particular pay-
ment or Loan, U.S. Dollars or the Offshore Currency in which it
is denominated or is payable.

Applicable Margin means for each category of Loan
(i) on and after the Effective Date and prior to the Trigger
Date, with respect to such Loan category specified below, the
percentage per annum set forth opposite the Total Leverage Ra-
tio of greater than 3.0 to 1.0 for such category of Loan in the
grid below, and (ii) thereafter, with respect to such Loan
category specified below, is as set forth below, the percentage
per annum set forth in the grid below opposite the Total Lever-
age Ratio at the end of the most recent fiscal quarter:

                             LIBOR Loans                 ABR Loans
                       Revolving                   Revolving
                       Loans and                   Loans and
                       Term A Loans Term B Loans   Term A Loans  Term B Loans
Total Leverage Ratio
                                                     
> 3.0 to 1.0           2.75%        3.25%          1.75%         2.25%

< 3.0 to 1.0 and
> 2.5 to 1.0           2.50%        3.25%          1.50%         2.25%

< 2.5 to 1.0 and
> 2.0 to 1.0           2.25%        3.00%          1.25%         2.00%

< 2.0 to 1.0           2.00%        3.00%          1.00%         2.00%

Any change in the Total Leverage Ratio shall result in the ad-
justment of the Applicable Margin as of the date of receipt by
the Paying Agent of the Interest Rate Certificate most recently
delivered pursuant to subsection 7.2(b) to the level applicable
to such new Total Leverage Ratio (and if not delivered when
due, the Total Leverage Ratio shall be presumed to be greater
than 3.0:1.0 until delivered).

Approved Fund means, as to any Lender, any entity de-
scribed in the last sentence of "Eligible Assignee."

Asset Sale means any sale, issuance, conveyance,
transfer, lease or other disposition (including by sale-
leaseback, merger, consolidation or otherwise) by any Company,
in one or a series of related transactions, of:  (a) any Equity
Interests of any Company (other than U.S. Borrower) or any
other Equity Interests of any other Person owned by any Com-
pany; (b) all or substantially all of the properties and assets
of any Company; (c) any payment, liquidation or realization on
any Investment permitted by subsection 8.4(d); or (d) other
than inventory or timber in the ordinary course of business,
any properties or assets of any Company.  For the purposes of
this definition, the term "Asset Sale" shall not include
(i) any such transaction by any Company to any Domestic Loan
Party or by any Foreign Loan Party to any Foreign Loan Party,
(ii) Asset Sales not resulting in total consideration in the
aggregate for all Companies of more than the Dollar Equivalent
amount of U.S. $5,000,000 in any fiscal year of U.S. Borrower
(in each case calculated at the time of consummation thereof),
(iii) any sale, issuance, conveyance, transfer, lease or other
disposition of properties or assets of any Company permitted by
Section 8.2 (other than subsection (d), (l), (m), (n) or (o)
thereof), (iv) Takings or Destructions or loss of title to any
Collateral or Intercompany Collateral, (v) any Lien permitted
by Section 8.1, (vi) any Investment permitted by Section 8.4,
and (vii) any Restricted Payment permitted by Section 8.13.

Assignee - see subsection 11.8(a).

Assignment and Acceptance - see subsection 11.8(b).

Attorney Costs means and includes all reasonable
fees, disbursements and other charges of any law firm or other
external counsel.

Available Revolving Commitment means, as to any Re-
volving Lender at any time, an amount equal to the excess, if
any, of (a) the amount of such Lender's Revolving Commitment at
such time, over (b) the sum of (i) the aggregate unpaid princi-
pal Dollar Equivalent amount at such time of all Revolving
Loans made by such Lender, (ii) such Lender's Pro Rata Share of
the Effective Amount of all outstanding L/C Obligations at such
time, and (iii) such Lender's Pro Rata Share of the aggregate
amount of all outstanding Swing Line Loans.

Balance Sheet - see Section 6.9.

Beneficial Owner shall have the meaning assigned
thereto in Rule 13d-3 of the SEC under the Exchange Act as in
effect on the date hereof.

Benefitted Lender - see Section 2.15.

Board of Directors means, as to any Person, the Board
of Directors of such Person or a designated committee thereof.

Borrowers - see the introduction to this Agreement.

Borrowing means a borrowing hereunder consisting of
Loans of the same Facility and Type and in the same Applicable
Currency made to a Borrower on the same day by one or more
Lenders under Article II and, other than in the case of ABR
Loans or Swing Line Loans, having the same Interest Period.

Borrowing Date means any day on which a Borrowing oc-
curs under Section 2.3 or 2.17.

Business Day means any day other than a Saturday,
Sunday or other day on which commercial banks in New York, New
York are authorized or required by law to close and (i) with
respect to disbursements and payments in U.S. Dollars relating
to LIBOR Loans, a day on which dealings are carried on in the
applicable offshore U.S. Dollar interbank market, and (ii) with
respect to disbursements and payments in and calculations per-
taining to any Offshore Currency, a day on which commercial
banks are open for foreign exchange business in London, Eng-
land, and on which dealings in the relevant Offshore Currency
are carried on in the applicable offshore foreign exchange in-
terbank market in which disbursement of or payment in such Off-
shore Currency will be made or received hereunder.

Capital Adequacy Regulation means, in respect of any
Lender, any guideline, request or directive of any central bank
or other Governmental Authority, or any other law, rule or
regulation, whether or not having the force of law, in each
case, regarding capital adequacy of such Lender or of any cor-
poration controlling such Lender which is generally applicable
to banks or corporations controlling banks in any applicable
jurisdiction (and not applicable to such Lender or the corpora-
tion controlling such Lender solely due to the financial or
regulatory condition of such Lender or such corporation).

Capital Expenditures means all expenditures which, in
accordance with GAAP, would be required to be capitalized and
shown on the consolidated balance sheet of U.S. Borrower, but
excluding (i) expenditures made in connection with the replace-
ment, substitution or restoration of assets to the extent fi-
nanced (x) from insurance proceeds (or other similar recover-
ies) paid on account of the loss of or damage to the assets be-
ing replaced or restored or (y) with awards of compensation
arising from the taking by eminent domain, expropriation or
condemnation of the assets being replaced, (ii) the Van Leer
Acquisition, and (iii) acquisitions of Timber Assets made in
accordance with subsection 8.2(l).

Capital Lease, as applied to any Person, shall mean
any lease of any property (whether real, personal or mixed) by
that Person as lessee which, in conformity with GAAP, is ac-
counted for as a capital lease on the balance sheet of that
Person.

Cash means money, currency or a credit balance in a
deposit account.

Cash Collateralize means to pledge and deposit with
or deliver to the Paying Agent, for the benefit of the Paying
Agent and the Revolving Lenders, as collateral for the L/C Ob-
ligations, Cash pursuant to documentation in form and substance
reasonably satisfactory to the Paying Agent and the L/C Lender
(which documents are hereby consented to by the Lenders).  De-
rivatives of such term shall have corresponding meanings.  The
Borrowers hereby grant to the Paying Agent, for the benefit of
the Paying Agent, the L/C Lender and the Revolving Lenders, a
security interest in all such Cash.  Cash collateral shall be
maintained in an L/C sub-account of the Collateral Account es-
tablished in accordance with the provisions of Section 9.2 of
the U.S. Borrower Guarantee and Security Agreement and the Do-
mestic Guarantee and Security Agreement.  The Collateral Ac-
count shall be the property of U.S. Borrower and shall be
pledged to the Paying Agent pursuant to the Security Documents;
the investment of all such cash collateral shall be directed by
U.S. Borrower (but only in Cash Equivalents), and all income
thereon shall be the property of U.S. Borrower (subject to the
reasonable fees of The Bank of Nova Scotia relating to the ad-
ministration of such account).

Cash Equivalents means (i) any security, maturing not
more than one year after the date of acquisition, issued by the
United States of America or an instrumentality or agency
thereof and guaranteed fully as to principal, premium, if any,
and interest by the United States of America; (ii) any certifi-
cate of deposit, time deposit or bankers' acceptance (or, with
respect to non-U.S. banking institutions, similar instruments),
maturing not more than one year after the day of acquisition,
issued by any commercial banking institution that is a member
of the U.S. Federal Reserve System or a commercial banking in-
stitution organized and located in a country recognized by the
United States of America, in each case, having combined capital
and surplus and undivided profits of not less than U.S. $500
million (or the foreign currency equivalent thereof), whose
short-term debt has a rating, at the time as of which any in-
vestment therein is made, of "P-1" (or higher) according to
Moody's or "A-1" (or higher) according to S&P; (iii) commercial
paper maturing not more than one year after the date of acqui-
sition issued by a corporation (other than an Affiliate or Sub-
sidiary of either Borrower) with a rating, at the time as of
which any investment therein is made, of "P-1" (or higher) ac-
cording to Moody's or "A-1" (or higher) according to S&P;
(iv) any money market deposit accounts issued or offered by a
commercial banking institution that is a member of the U.S.
Federal Reserve System or a commercial banking institution or-
ganized and located in a country recognized by the United
States of America, in each case, having combined capital and
surplus in excess of U.S. $500 million (or the foreign currency
equivalent thereof); and (v) other short-term investments util-
ized by Foreign Subsidiaries in accordance with normal invest-
ment practices for cash management not exceeding a Dollar
Equivalent amount of U.S. $10.0 million in aggregate principal
amount outstanding at any time.

CERCLA - see subsection 6.12(a)(iii).

Change in Law means the introduction of any Require-
ment of Law, or any change in any Requirement of Law or in the
interpretation or administration of any Requirement of Law.

Change of Control means the occurrence at any time of
any of the following events:  (a) the Permitted Investors col-
lectively cease to own at least 40% of the voting power with
respect to the election of directors of all then outstanding
voting Equity Interests of U.S. Borrower or at least 25% of the
economic interests of the then outstanding Equity Interests of
U.S. Borrower, such calculation to be based on the proportion-
ate interest held in the net worth of U.S. Borrower (other than
as a result of a public primary registered equity offering by
U.S. Borrower of new shares issued by U.S. Borrower in such of-
fering); or (b) any "person" or "group" (as such terms are used
in Sections 13(d) and 14(d) of the Exchange Act) (other than
the Permitted Investors) is or becomes (as a result of the ac-
quisition or issuance of securities, by merger or otherwise)
the Beneficial Owner, directly or indirectly, of more than 35%
of the voting power with respect to the election of directors
of all then outstanding voting Equity Interests of U.S. Bor-
rower (other than as a result of a public primary registered
equity offering by U.S. Borrower of new shares issued by U.S.
Borrower in such offering); or (c) during any consecutive two-
year period, individuals who at the beginning of such period
constituted the Board of Directors of U.S. Borrower (together
with any new directors whose election by such board or whose
nomination for election by the shareholders of U.S. Borrower
was approved by the Permitted Investors or by a vote of 66-2/3%
of the directors then still in office who were either directors
at the beginning of such period or whose election as directors
or nomination for election was previously so approved) cease
for any reason to constitute a majority of the Board of Direc-
tors of U.S. Borrower then in office.

Closing Date - see Section 5.2.

Co-Agents means the Agents and the Co-Documentation
Agents; and Co-Agent means any of them.

Code means the United States Internal Revenue Code of
1986, as amended.

Co-Documentation Agent - see the introduction to this
Agreement.

Collateral means all of the U.S. Borrower Security
Agreement Collateral, Domestic Security Agreement Collateral,
the Foreign Security Agreement Collateral, the Domestic Mort-
gaged Property, the Foreign Mortgaged Property, all other prop-
erty and assets pledged as collateral under any Security Docu-
ment or, prior to the date of the Contribution, any Intercom-
pany Security Document.  Collateral shall in no event include
Timber Assets, Equity Interests in Soterra LLC and CorrChoice
and the property and assets of Soterra LLC and CorrChoice.

Collateral Account shall have the meaning assigned to
such term in the U.S. Borrower Guarantee and Security Agree-
ment.

Commitment, as to each Lender, means its Dollar
Term A Commitment, Euro Term A Commitment, Term B Commitment,
Revolving Commitment or Swing Line Commitment.

Commitment Fee - see subsection 2.11(b).

Company means U.S. Borrower or any of its Subsidiar-
ies, and Companies means U.S. Borrower and all of its Subsidi-
aries collectively.

Compliance Certificate means a certificate substan-
tially in the form of Exhibit C and delivered by the Borrowers
pursuant to subsection 7.2(a).

Computation Amount - see subsection 3.8(a).

Computation Date means any date on which the Paying
Agent determines the Dollar Equivalent amount of any Offshore
Currency Loans pursuant to subsection 2.5(a) or 2.8(b).

Confidential Memorandum shall mean the Confidential
Memorandum dated February 2001, and all written supplemental
material thereto prepared by or on behalf of the Loan Parties
and transmitted to the Lenders prior to the Closing Date.

Consolidated Net Income means, for any period, the
consolidated net income of the Companies for such period;
provided, however, that there shall be excluded therefrom
(i) the income of any Person which is not a Subsidiary (but any
dividends or other distributions received in cash by any
Company from such Person shall be included in Consolidated Net
Income), (ii) unrealized gains or losses in respect of Swap
Contracts, and (iii) unrealized foreign currency transaction
gains or losses in respect of Indebtedness of any Person
denominated in a currency other than the functional currency of
such Person and permitted by Section 8.5.

Consolidated Net Worth means at the date of
determination thereof, the sum of all items which in conformity
with GAAP would be classified as stockholders' equity on a
consolidated balance sheet of U.S. Borrower at such date.

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

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

Contribution - see Section 8.26.

Conversion/Continuation Date means any Business Day
on which either Borrower (i) converts Loans of a Facility from
one Type to the other Type or (ii) continues as Loans of the
same Type, but with a new Interest Period, Loans of a Facility
having Interest Periods expiring on such date.

Corporate Base Rate means the rate of interest
announced by the Paying Agent as its "corporate base rate," as
such rate is changed by the Paying Agent from time to time.
The Corporate Base Rate is not necessarily the lowest rate
charged by the Paying Agent to its customers.

CorrChoice means CorrChoice, Inc., an Ohio
corporation established pursuant to the Joint Venture Agreement
between U.S. Borrower, RDJ Holdings, Inc. and a minority
shareholder of a subsidiary of Ohio Packaging Corporation, on
November 1, 1998.

Covered Taxes means any and all Taxes other than, in
the case of each Lender or Co-Agent, Taxes of any jurisdiction
(or any political subdivision thereof) that are imposed on or
measured by such Lender's or such Co-Agent's net income or net
profits (including any franchise Taxes imposed thereon) and
that arise by reason of a former, present or future connection
between such Lender or Co-Agent and such jurisdiction (in-
cluding, without limitation, a connection arising from such
Lender or Co-Agent being or having been a citizen or resident
of such jurisdiction, or having been organized or engaged in a
trade or business in such jurisdiction, or having or having had
a permanent establishment or fixed place of business in such
jurisdiction, but excluding a connection arising solely from
such Lender or Co-Agent having executed, delivered or performed
its obligations or having received a payment under this
Agreement).  For the avoidance of doubt, Covered Taxes shall
include any deductions or withholdings by a Borrower on account
of any Taxes from payments made under this Agreement or any
other Credit Document.

Credit Documents means this Agreement, each Note, the
Administrative Fee Letter, the Fee Letter, the L/C-Related
Documents, each Security Document, the Soterra Guarantee and
all other documents delivered to any Creditor in connection
herewith.

Credit Extension means and includes (a) the making of
any Loan hereunder and (b) the Issuance of any Letter of Credit
hereunder.

Credit Facilities means the Revolving Facility and
the Term Loan Facilities.

Creditor means (i) each Co-Agent, (ii) each L/C
Lender, (iii) each Lender, and (iv) each party to a Swap
Contract relating to the Loans if at the date of entering into
such Swap Contract such Person was a Lender or an Affiliate of
a Lender.

Current Liabilities means, at any time, all amounts
which, in accordance with GAAP, would be included as current
liabilities on a consolidated balance sheet of the Companies at
such time, excluding current maturities of Indebtedness.

Destruction means any and all damage to, or loss or
destruction of, all or any portion of the Collateral.

Dollar Equivalent means, at any time, (a) as to any
amount denominated in U.S. Dollars, the amount thereof at such
time, and (b) as to any amount denominated in any Offshore
Currency, the equivalent amount in U.S. Dollars as determined
by the Paying Agent at such time on the basis of the Spot Rate
for the purchase of U.S. Dollars with such Offshore Currency on
the most recent Computation Date provided for in subsection
2.5(a) or such other date as is specified herein.

Dollar Term A Commitment means a Lender's commitment
to make a Dollar Term A Loan hereunder.

Dollar Term A Facility means the term loan facility
in an aggregate principal amount of U.S. $150,000,000.

Dollar Term A Lender means a lender having a Dollar
Term A Loan.

Dollar Term A Loan - see subsection 2.1(a)(i).

Dollar Term A Note or Dollar Term A Notes - see
subsection 2.2(d).

Domestic Guarantee and Security Agreement means the
guarantee and security agreement substantially in the form of
Exhibit D entered into and delivered by each Domestic
Guarantor.

Domestic Guarantor means (i) each Domestic Subsidiary
listed in Schedule 5.2(a)(vi) that executes and delivers the
Domestic Guarantee and Security Agreement on the Closing Date
and Soterra LLC and (ii) each other Domestic Subsidiary that
shall after the Effective Date execute and deliver a joinder
agreement substantially in the form of Exhibit 3 to the
Domestic Guarantee and Security Agreement pursuant to
subsections 7.13(a) and (b).

Domestic Loan Parties means U.S. Borrower and the
Domestic Guarantors.

Domestic Mortgage means a term loan and revolving
credit fee or leasehold mortgage or deed of trust, assignment
of leases and rents, security agreement and fixture filing
creating and evidencing a Lien on a Domestic Mortgaged
Property, which shall be (i) substantially in the form of
Exhibit I, containing such schedules and including such
additional provisions and other deviations from such exhibit as
shall be necessary to conform such document to applicable local
law or as shall be required or customary under local law or
shall otherwise be reasonably required by the Paying Agent or
the Lead Arranger and (ii) dated as of the date of delivery
thereof and (iii) made by the owner of the Domestic Mortgaged
Property described therein for the benefit of the Paying Agent
for the benefit of the secured parties described therein, as
mortgagee (grantee or beneficiary), assignee and secured party,
as the same may at any time be amended, modified or
supplemented in accordance with the terms thereof and hereof.

Domestic Mortgaged Property means (i) each Real
Property designated on Schedule 1.1(a)(i) as to which the
Paying Agent shall be granted a Lien pursuant to a Domestic
Mortgage in accordance with the provisions of (a) Section 5.2
in the case of the Domestic Mortgaged Properties in which the
Domestic Loan Parties hold a fee interest (as indicated in
Schedule 1.1(a)(i)) and (b) Section 7.22 in the case of the
Domestic Mortgaged Properties in which the Domestic Loan
Parties hold a leasehold interest (as indicated in Schedule
1.1(a)(i)) and (ii) each additional Real Property as to which
the Paying Agent shall be granted a Lien pursuant to a Domestic
Mortgage delivered pursuant to Section 7.15.

Domestic Security Agreement Collateral means all
"Pledged Collateral" as defined in the Domestic Guarantee and
Security Agreement, excluding for all purposes the Equity
Interests in CorrChoice and Soterra, LLC and all property and
assets of CorrChoice and Soterra, LLC.

Domestic Security Documents means each of the U.S.
Borrower Guarantee and Security Agreement, the Domestic
Guarantee and Security Agreement, the Domestic Mortgages and
any other documents utilized to pledge to the secured parties
contemplated thereby any other property as collateral to secure
the obligations of the Domestic Loan Parties party thereto.

Domestic Subsidiary means a Subsidiary that is
incorporated under the laws of any State of the United States
or Puerto Rico or the District of Columbia and that is a direct
Subsidiary of (i) U.S. Borrower or (ii) another Domestic
Subsidiary.

Downgrade Date - see subsection 7.24(a).

Dutch Holdco means Greif Netherlands Holdings B.V., a
private company with limited liability organized under the laws
of The Netherlands and a direct wholly-owned Subsidiary of U.S.
Holdco.

EBITDA means, for any period, the sum of:

(a) Consolidated Net Income of U.S. Borrower for
    such period excluding, to the extent reflected in
    determining such Consolidated Net Income,
    (i) extraordinary gains and losses for such period,
    (ii) any gain or loss associated with the sale or write-
    down of assets not in the ordinary course of business,
    (iii) any deferred financing costs for such period written
    off, or premiums paid, in connection with the early
    extinguishment of Indebtedness hereunder, (iv) any other
    non-cash or non-recurring items of income or expense
    (other than any non-cash item of expense requiring an
    accrual or reserve for future cash expense) and (v) any
    amount of gains from the sale of timber lands in excess of
    U.S. $40,000,000 for any such period, plus

(b) to the extent deducted in determining
    Consolidated Net Income for such period, Interest Expense,
    income tax, deferred tax expense and capital tax expense,
    depreciation, depletion and amortization expense for such
    period.

Subject to the last sentence hereof, prior to such time as four
full fiscal quarters of financial information of U.S. Borrower
after the Closing Date are available pursuant to this
Agreement, EBITDA shall be calculated on a pro forma basis in
accordance with Regulation S-X under the United States
Securities Act of 1933, as amended (the "Securities Act"), as
if the Van Leer Acquisition had been consummated at the
beginning of the relevant period.  EBITDA for any period shall
be calculated on a pro forma basis in accordance with
Regulation S-X under the Securities Act to give pro forma
effect to any material acquisition or disposition as if it had
occurred at the beginning of such period.  In addition, EBITDA
for each period ending at a date set forth below shall be
increased by the amounts set forth below opposite such date
(and not by the amount set forth opposite any other date):

                                                
Fiscal quarter ended April 30, 2001                U.S. $14,000,000
Fiscal quarter ended July 31, 2001                       12,900,000
Fiscal quarter ended October 31, 2001                     9,600,000
Fiscal quarter ended January 31, 2001                     6,000,000
Fiscal quarter ended April 30, 2002                       2,500,000

Effective Amount means with respect to any
outstanding L/C Obligations on any date, the aggregate Dollar
Equivalent amount of such L/C Obligations on such date after
giving effect to any Issuances of Letters of Credit occurring
on such date and any other changes in the aggregate Dollar
Equivalent amount of the L/C Obligations as of such date,
including as a result of any reimbursement of outstanding
unpaid drawings under any Letter of Credit or any reduction in
the maximum amount available for drawing under any Letter of
Credit taking effect on such date.

Effective Date - see Section 5.1.

Eligible Assignee means (i) a commercial bank
organized under the laws of the United States, or any state
thereof, and having a combined capital and surplus of at least
U.S. $100.0 million; (ii) a commercial bank organized under the
laws of any other country that is a member of the Organization
for Economic Cooperation and Development (the "OECD"), or a
political subdivision of any such country, and having a
combined capital and surplus in a Dollar Equivalent amount of
at least U.S. $100.0 million; provided, however, that such bank
is acting through a branch or agency located in the country in
which it is organized or another country which is also a member
of the OECD; (iii) an insurance company, mutual fund or other
financial institution organized under the laws of the United
States, any state thereof, any other country that is a member
of the OECD or a political subdivision of any such country with
assets, or assets under management, in a Dollar Equivalent
amount of at least U.S. $100.0 million; (iv) any Affiliate of a
Lender; (v) any other entity (other than a natural person) that
is an "accredited investor" (as defined in Regulation D under
the United States Securities Act of 1933, as amended) that
extends credit or buys loans as one of its businesses or
investing activities including, but not limited to, insurance
companies, mutual funds and investment funds; and (vi) any
other entity consented to by the Lead Arranger, the Syndication
Agent and U.S. Borrower; provided, however, that no Person
shall be an Eligible Assignee in respect of any Revolving
Commitment unless, at the time of the proposed assignment to
such Person, such Person is able to make the Revolving Loans in
U.S. Dollars and Euros.  With respect to any Lender that is a
fund or commingled investment vehicle that invests in loans,
any other fund or commingled investment vehicle that invests in
loans and is managed or advised by the same investment advisor
of such Lender or by an Affiliate of such investment advisor
shall be treated as a single Eligible Assignee.

Environmental Approvals means any approval,
determination, order, consent, authorization, certificate,
license, permit, franchise, concession or validation of, or
exemption or other action by, or filing, recording or
registration with, or notice to, any Governmental Authority
pursuant to or required under any Environmental Law.

Environmental Claims means all claims, however
asserted, by any Governmental Authority or other Person
alleging potential liability under, or responsibility for
violation of, any Environmental Law on the part of any Company.

Environmental Laws means all applicable federal,
state, local and foreign laws, common law or regulations,
treaties, orders, decrees, permits, licenses, authorizations,
judgments or injunctions issued, promulgated, approved or
entered thereunder, now or hereafter in effect in each case
relating to pollution or protection of employee health or
safety or the environment (including, without limitation,
ambient and indoor air, surface water, groundwater, soil, land
surface or subsurface, and natural resources such as wetlands,
flora and fauna) including, without limitation, laws relating
to (a) emissions, discharges, releases or threatened releases
of Hazardous Materials into the environment and (b) the
manufacture, processing, distribution, use, generation, treat-
ment, storage, disposal, transport or handling of Hazardous
Materials.

Equity Interests means, with respect to any Person,
any and all shares, interests, participations or other
equivalents, including membership interests (however
designated, whether voting or non-voting), of capital of such
Person, including, if such Person is a partnership, partnership
interests (whether general or limited) and any other interest
or participation that confers on a Person the right to receive
a share of the profits and losses of, or distributions of
assets of, such partnership, whether outstanding on the date
hereof or issued after the Effective Date.

ERISA means the United States Employee Retirement
Income Security Act of 1974, as amended.

ERISA Entity means any member of an ERISA Group.

ERISA Event means (a) any "reportable event," as
defined in Section 4043 of ERISA or the regulations issued
thereunder, with respect to a Pension Plan (other than an event
for which the 30-day notice period is waived); (b) the
existence with respect to any Pension Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived, the failure to
make by its due date a required installment under
Section 412(m) of the Code with respect to any Pension Plan or
the failure to make any required contribution to a
Multiemployer Plan; (c) the filing pursuant to Section 412(d)
of the Code or Section 303(d) of ERISA of an application for a
waiver of the minimum funding standard with respect to any
Pension Plan; (d) the incurrence by any ERISA Entity of any
liability under Title IV of ERISA with respect to the
termination of any Pension Plan; (e) the receipt by any ERISA
Entity from the PBGC or a plan administrator of any notice
relating to an intention to terminate any Pension Plan or to
appoint a trustee to administer any Pension Plan, or the
occurrence of any event or condition which would reasonably be
expected to constitute grounds under ERISA for the termination
of, or the appointment of a trustee to administer, any Pension
Plan; (f) the incurrence by any ERISA Entity of any liability
with respect to the withdrawal or partial withdrawal from any
Pension Plan or Multiemployer Plan; (g) the receipt by any
ERISA Entity of any notice, or the receipt by any Multiemployer
Plan from any ERISA Entity of any notice, concerning the
imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA; (h)
the making of any amendment to any Pension Plan which would
reasonably be expected to result in the imposition of a lien or
the posting of a bond or other security; or (i) the occurrence
of a nonexempt prohibited transaction (within the meaning of
Section 4975 of the Code or Section 406 of ERISA) which would
reasonably be expected to result in liability to a Loan Party.

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

Euro and (symbol) each mean lawful money of the European
Union.

Euro Term A Commitment means a Lender's commitment to
make a Euro Term A Loan hereunder.

Euro Term A Facility means the term loan facility
denominated in Euros in an aggregate principal amount at the
Closing Date of Euro 214,961,306.94.

Euro Term A Lender means a Lender having a Euro
Term A Loan.

Euro Term A Loan - see subsection 2.1(a)(ii).

Euro Term A Note or Euro Term A Notes - see
subsection 2.2(d).

Event of Default means any of the events or circum-
stances specified in Section 9.1.

Excess Cash Flow means, for any period, the remainder of

(a) the sum, without duplication, of
    (i) Consolidated Net Income for such period (calculated by
    (x) excluding any gains or losses on the sale or other
    disposition of assets (other than sales of inventory in
    the ordinary course of business), (y) adding back the non-
    cash component of all extraordinary or non-recurring items
    of expense and (z) deducting the non-cash component of all
    extraordinary or non-recurring items of income, in each
    case to the extent taken into account in the calculation
    of such Consolidated Net Income), plus (ii) all
    depreciation and amortization of assets (including
    goodwill and other intangible assets), non-cash interest
    expense and all other non-cash charges of the Companies de-
    ducted in determining Consolidated Net Income for such
    period, plus (iii) any net decrease in Adjusted Working
    Capital (as reflected on the audited consolidated
    statement of cash flows in accordance with FAS 52) during
    such period (exclusive of decreases in working capital
    associated with asset sales), plus (iv) all federal,
    state, local and foreign income or capital taxes (whether
    paid or deferred) of the Companies deducted in determining
    Consolidated Net Income for such period, minus

(b) the sum, without duplication, of (i) regularly
    scheduled installment payments of principal of Term Loans
    pursuant to Section 2.9, voluntary prepayments of the Term
    Loans pursuant to subsection 2.7(g), prepayments of
    principal of Revolving Loans pursuant to Section 2.8, the
    aggregate principal amount of permanent principal payments
    with respect to any other Indebtedness of the Companies,
    prepayments of the Revolving Loans to the extent of any
    concurrent permanent reduction in the Revolving
    Commitments and the portion of any regularly scheduled
    payments with respect to Capital Leases allocable to
    principal, in each case made during such period (in any
    such case other than to the extent any such prepayment or
    payment is made from the proceeds of any capital
    contribution to any Company or from any proceeds from the
    issuance or sale of Equity Interests of any Company, any
    incurrence of Indebtedness by any Company or from the
    proceeds of any sale or other disposition of assets by any
    Company or insurance proceeds (other than sales of
    inventory in the ordinary course of business)), plus
    (ii) Capital Expenditures for such period and cash paid in
    connection with any Acquisition during such period (in any
    such case other than to the extent made from any capital
    contribution to any Company or from any proceeds from the
    issuance or sale of Equity Interests of any Company, any
    incurrence of Indebtedness by any Company or from the
    proceeds of any sale or other disposition of assets by any
    Company or insurance proceeds (other than sales of
    inventory in the ordinary course of business)), plus
    (iii) all federal, state, local and foreign income or
    capital taxes paid by the Companies during such period,
    plus (iv) non-cash charges added back in any previous
    period pursuant to item (a)(ii) above to the extent such
    charge has become a cash item in the current period, plus
    (v) any net increase in Adjusted Working Capital (as
    reflected on the audited consolidated statement of cash
    flows in accordance with FAS 52) during such period
    (exclusive of increases in working capital associated with
    asset sales), plus (vi) any earnings included in EBITDA
    for such period of a Receivables Co. to the extent the
    terms of any Permitted Receivables Transaction prohibit
    the distribution thereof to any Loan Party, plus (vii) Re-
    stricted Payments made pursuant to subsections 8.13(d) and
    (e).

Exchange Act means the United States Securities Ex-
change Act of 1934, as amended.

Existing Letters of Credit means the Letters of
Credit listed in Schedule 1.1(b).

Facility means any of the Dollar Term A Facility,
Euro Term A Facility, Term B Facility or the Revolving
Facility.

Fee Letter - see subsection 2.11(a).

Financial Maintenance Covenants means the covenants
set forth in Sections 8.10, 8.11, 8.12 and 8.18.

FIRREA means the United States Financial Institutions
Reform, Recovery & Enforcement Act of 1989, as amended from
time to time, and any successor statute.

Fixed Charge Coverage Ratio means, for any Test Date,
the ratio of:  (a) EBITDA for the four fiscal quarters ending
on such Test Date to (b) Fixed Charges for the four fiscal
quarters ending on such Test Date.

Fixed Charges means, for any period, the sum of
(a) Interest Expense for such period to the extent paid or
payable in cash during such period (which Interest Expense
shall be calculated on a pro forma basis for the Transactions
as if they had occurred at the beginning of the relevant four
quarter period for any Test Date prior to April 30, 2002), plus
(b) the sum of all scheduled principal payments on any
Indebtedness of the Companies (including, without duplication,
any lease payments in respect of Capital Leases of the
Companies attributable to the principal component thereof for
such period but excluding any prepayment of a type contemplated
by Section 2.7 and excluding any such payments or Indebtedness
between or among any two or more Companies), plus (c) all cash
income tax expense actually paid to any Governmental Authority
by the Companies for such period (other than taxes related to
Asset Sales or other dispositions of property not in the
ordinary course of business), plus (d) Capital Expenditures
during such period (in any such case other than to the extent
made from any capital contribution to any Company or from any
proceeds from the issuance or sale of Equity Interests of any
Company, any incurrence of Indebtedness by any Company or from
the proceeds of any sale or other disposition of assets by any
Company or insurance proceeds (other than sales of inventory in
the ordinary course of business)).

Foreign Guarantee means each guarantee with respect
to the Obligations of Subsidiary Borrower executed and
delivered by each Foreign Loan Party in accordance with the
requirements of this Agreement and in form and substance
reasonably satisfactory to the Agents and the Required Lenders
and conforming to the requirements of applicable foreign law.

Foreign Guarantor means each Foreign Subsidiary that
executes and delivers a Foreign Guarantee and a Foreign
Security Agreement that are in full force and effect.

Foreign Loan Parties means Subsidiary Borrower and
the Foreign Guarantors and Foreign Loan Party means any of
them.

Foreign Mortgage means each mortgage, deed of trust,
deed to secure debt, deed of hypothecation, debenture, charge,
assignment of leases, security agreement, fixture filing or
other instrument creating and evidencing a Lien on a Foreign
Mortgaged Property, which shall (i) be in form and substance
reasonably satisfactory to the Agents and the Required Lenders,
containing such schedules and including such provisions as
shall be necessary to conform such document to applicable
foreign law or as shall be required under foreign law and
(ii) be dated as of the date of delivery thereof and made by
the owner of the Foreign Mortgaged Property described therein
in favor of or for the benefit of the Paying Agent for the
benefit of the secured parties described therein, as mortgagee
(grantee or beneficiary), assignee and secured party, as the
same may at any time be amended, modified or supplemented from
time to time in accordance with the terms thereof and hereof.

Foreign Mortgaged Property means (i) each Real
Property designated on Schedule 1.1(a)(ii) as to which the
Paying Agent shall be granted a Lien pursuant to a Foreign
Mortgage in accordance with the provisions of (a) Section 7.22
in the case of the Foreign Mortgaged Properties in which the
Foreign Loan Parties hold a fee interest (as indicated in
Schedule 1.1(a)(ii)) and (b) Section 7.22 in the case of the
Foreign Mortgaged Properties in which the Foreign Loan Parties
hold a leasehold interest (as indicated in Schedule 1.1(a)(ii))
and (ii) each additional Real Property required to be subject
to a Foreign Mortgage pursuant to Section 7.15.

Foreign Plan means any employee benefit plan,
program, policy, arrangement or agreement maintained or
contributed to by, or entered into with, a Company with respect
to employees employed outside the United States.

Foreign Security Agreement means each security
agreement executed and delivered by each Foreign Loan Party in
accordance with the requirements of this Agreement and in form
and substance reasonably satisfactory to the Agents and the
Required Lenders and conforming to the requirements of
applicable foreign law.

Foreign Security Agreement Collateral means all
property and assets pledged as collateral, or in respect of
which a security interest or other Lien is granted or attaches,
under the Foreign Security Agreements.

Foreign Security Documents means each of the Foreign
Guarantees, the Foreign Security Agreements, the Foreign
Mortgages and any other documents utilized to pledge to the
secured parties contemplated thereby any other property as
collateral to secure the obligations of the pledgor thereunder.

Foreign Subsidiary means a direct or indirect
Subsidiary of U.S. Borrower that is not a Domestic Subsidiary.

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

GAAP means United States generally accepted
accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of
comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of
the date of determination, subject to Section 1.3(a).

Governmental Authority means any nation or
government, any state, province, canton or other political
subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof (or any central bank or similar
monetary or regulatory authority created under the Treaty of
Rome (being the treaty establishing the European Economic
Community signed in Rome, Italy on 25 March 1957, as amended)
or created by any group of nations, governments or states), the
NAIC, any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government, and any corporation or other entity owned or
controlled, through stock or capital ownership or otherwise, by
any of the foregoing.

Guarantees means the guarantee obligations of the
Domestic Guarantors under the Domestic Guarantee and Security
Agreement and each Foreign Guarantee and each Intercompany
Guarantee.

Guarantors means each of the Domestic Guarantors and
the Foreign Guarantors.

Guaranty Obligation - see the definition of Contin-
gent Obligation.

Hazardous Materials means any pollutant, contaminant,
toxic, hazardous or extremely hazardous substance, constituent
or waste, or any other constituent, waste, material, compound
or substance including, without limitation, petroleum
(including crude oil or any fraction thereof) or any petroleum
product, subject to regulation, or which can give rise to
liability, under any Environmental Law.

Honor Date - see subsection 3.3(b).

Indebtedness of any Person means, without
duplication, (a) all indebtedness for borrowed money of such
Person; (b) all obligations issued, undertaken or assumed by
such Person as the deferred purchase price of property or
services (other than trade payables and accrued expenses
entered into in the ordinary course of business on ordinary
terms); (c) all non-contingent reimbursement or payment
obligations of such Person with respect to Surety Instruments
(such as, for example, unpaid reimbursement obligations in
respect of a drawing under a letter of credit); (d) all
obligations of such Person evidenced by notes, bonds,
debentures or similar instruments, including obligations so
evidenced incurred in connection with the acquisition of
property, assets or businesses; (e) all indebtedness of such
Person created or arising under any conditional sale or other
title retention agreement, or incurred as financing, in either
case with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under
such agreement in the event of default are limited to
repossession or sale of such property) and all obligations and
indebtedness under any synthetic lease or similar transaction;
(f) all obligations of such Person with respect to Capital
Leases; (g) all net obligations of such Person with respect to
Swap Contracts (such obligations to be equal at any time to the
aggregate net amount that would have been payable by such
Person at the most recent fiscal quarter end in connection with
the termination of such Swap Contracts at such fiscal quarter
end if terminated during or at the end of that fiscal quarter);
(h) all indebtedness of other Persons referred to in clauses
(a) through (g) above secured by (or for which the holder of
such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien upon or in property (in-
cluding accounts and contracts rights) owned by such Person,
even though such Person has not assumed or become liable for
the payment of such Indebtedness; and (i) all Guaranty
Obligations of such Person in respect of indebtedness or
obligations of others of the kinds referred to in clauses (a)
through (h) above.  Indebtedness shall not include (x) accounts
extended by suppliers in the ordinary course on normal trade
terms in connection with the purchase of goods and services,
(y) any Indebtedness created by the sale or discount of
receivables permitted by Section 8.20 or (z) or obligations in
respect of insurance policies or performance or surety bonds
which themselves are not guarantees of Indebtedness (nor
drafts, acceptances or similar instruments evidencing the same
or obligations in respect of letters of credit supporting the
payment of same).  For purposes of Section 8.12, Indebtedness
will be defined as above except that all non-U.S. Dollar
borrowings, including U.S. Dollar borrowings converted to
another currency via forward exchange contracts, will be
converted to U.S. Dollars at the average exchange rate of the
previous twelve months.

Indemnified Person - see Section 11.4.

Independent Auditor - see subsection 7.1(a).

Insolvency Proceeding means, with respect to any
Person, (a) any case, action or proceeding with respect to such
Person before any court or by or before any other Governmental
Authority relating to bankruptcy, insolvency, reorganization,
liquidation, receivership, dissolution, sequestration,
conservatorship, winding-up or relief of debtors (or the
convening of a meeting or the passing of a resolution for or
with a view to any of the foregoing), or (b) any assignment for
the benefit of creditors, composition, marshalling of assets
for creditors, or other similar arrangement in respect of such
Person's creditors generally or any substantial portion of its
creditors.

Intellectual Property - see Section 6.15.

Intercompany Borrower means any Company that is the
borrower of an Intercompany Loan.

Intercompany Collateral means all of the Intercompany
Security Agreement Collateral, Intercompany Mortgaged Property
and any other property and assets pledged as collateral, or in
respect of which a security interest or other Lien is granted
or attaches, under any Intercompany Security Document.

Intercompany Guarantee means each guarantee with
respect to the Intercompany Loans providing for a guarantee
with respect to the Intercompany Loans executed and delivered
by each Foreign Loan Party in accordance with the requirements
of this Agreement and in form and substance satisfactory to the
Agents and the Required Lenders and conforming to the
requirements of applicable foreign law.

Intercompany Guarantor means each Foreign Subsidiary
that executes and delivers an Intercompany Guarantee and
Intercompany Security Agreement that is in full force and
effect.

Intercompany Indebtedness - see subsection 8.4(c).

Intercompany Loan means the loans made by U.S.
Borrower to certain of its Subsidiaries on the Closing Date
from the proceeds of any Loan hereunder set forth on
Schedule 5.2(a)(vii) and evidenced by notes or other
documentation (the "Intercompany Notes") in form and substance
reasonably satisfactory to the Lead Arranger and conforming to
the requirements of applicable local or foreign law.

Intercompany Loan Documents means each Intercompany
Note, each Intercompany Security Document and all other
documents delivered to any Company in connection therewith.

Intercompany Mortgage means each mortgage, deed of
trust, deed to secure debt, deed of hypothecation, debenture,
charge, assignment of leases, security agreement, fixture
filing or other instrument creating and evidencing a Lien on an
Intercompany Mortgaged Property, which shall be in form and
substance reasonably satisfactory to the Agents and the
Required Lenders, containing such schedules and including such
provisions as shall be necessary to conform such document to
applicable foreign or local law or as shall be required under
foreign or local law and which shall be dated as of the date of
delivery thereof and made by the owner of the Intercompany
Mortgaged Property described therein for the benefit of the
lender under the applicable Intercompany Loan, as mortgagee
(grantee or beneficiary), assignee and secured party, as the
same may at any time be amended, modified or supplemented in ac-
cordance with the terms thereof and hereof.

Intercompany Mortgaged Property means each Real
Property designated on Schedule 1.1(a)(iii) as to which the
party which is the creditor under any Intercompany Loan shall
be granted a Lien pursuant to an Intercompany Mortgage in
accordance with the provisions of Section 7.22 and each
additional Real Property as to which such creditor shall be
granted a Lien pursuant to an Intercompany Mortgage delivered
pursuant to Section 7.15.

Intercompany Notes-see the definition of Intercompany
Loan.

Intercompany Security Agreement means each security
agreement providing for a pledge of property with respect to
the Intercompany Loans executed and delivered by each Foreign
Loan Party in accordance with the requirements of this
Agreement and in form and substance reasonably satisfactory to
the Agents and the Required Lenders and conforming to the
requirements of local law.

Intercompany Security Agreement Collateral means all
property and assets pledged as collateral, or in respect of
which a security interest or other Lien is granted or attaches,
under the Intercompany Security Agreements.

Intercompany Security Documents means each of the
Intercompany Guarantees, the Intercompany Security Agreements,
the Intercompany Mortgages and any other documents utilized to
pledge to the secured parties contemplated thereby any other
property as collateral to secure the obligations of the pledgor
thereunder.

Interest Coverage Ratio means, for any Test Date, the
ratio of:  (a) EBITDA for the four fiscal quarters ending on
such Test Date to (b) Interest Expense for the four fiscal
quarters ending on such Test Date (which Interest Expense shall
be calculated on a pro forma basis for the Transactions as if
they had occurred at the beginning of the relevant four quarter
period for any Test Date prior to April 30, 2002).

Interest Expense means, for any period, the
consolidated interest expense of the Companies for such period
on Indebtedness (including all imputed interest on Capital
Leases, capitalized interest, fees, charges and commissions on
letters of credit and net costs under Swap Contracts, but
excluding (i) amortization of fees and expenses in connection
with this Agreement and the transactions contemplated by the
foregoing, (ii) amortization in connection with Swap Contracts,
(iii) expenses relating to the sale or discount of receivables
permitted by Section 8.20, (iv) interest expense on deferred
compensation or customer deposits and (v) in the event of the
consummation of a Permitted Receivables Transaction, an amount
equal to the interest (or other fees in the nature of interest
or discount accrued and paid or payable in cash for such
period) on such Permitted Receivables Transaction); provided,
however, that interest expense shall give effect to any
currency exchange agreements which have the effect of con-
verting the currency in which the related Loan is payable.

Interest Payment Date means (a) as to any ABR Loan,
the last Business Day of each fiscal quarter and (b) as to any
LIBOR Loan, the last day of each Interest Period applicable to
such Loan; provided, however, that if any Interest Period for a
LIBOR Loan exceeds three months, the date that falls each
successive three months after the beginning of such Interest
Period also shall be an Interest Payment Date.

Interest Period means, as to any LIBOR Loan, the
period commencing on the Borrowing Date of such Loan or on the
Conversion/Continuation Date on which such Loan is converted
into or continued as a LIBOR Loan, as applicable, and ending on
the date one, two, three or six months thereafter as selected
by the Applicable Borrower in its Notice of Borrowing or Notice
of Conversion/Continuation, as the case may be; provided, how-
ever, that:
 (i)  if any Interest Period would otherwise end on a
      day that is not a Business Day, such Interest Period shall
      be extended to the following Business Day unless, in the
      case of a LIBOR Loan, the result of such extension would
      be to carry such Interest Period into another calendar
      month, in which event such Interest Period shall end on
      the preceding Business Day;
(ii)  any Interest Period for a LIBOR Loan that begins
      on the last Business Day of a calendar month (or on a day
      for which there is no numerically corresponding day in the
      calendar month at the end of such Interest Period) shall
      end on the last Business Day of the calendar month at the
      end of such Interest Period; and
(iii) no Interest Period for any Revolving Loan shall
      extend beyond the scheduled Termination Date and no
      Interest Period with respect to any Term Loan shall extend
      beyond the date when principal is due with respect to such
      Term Loan unless, after giving effect thereto, the
      aggregate principal amount of the Term Loans having
      Interest Periods that end after such date shall be equal
      to or less than the aggregate principal amount of the Term
      Loans scheduled to be outstanding after giving effect to
      the payments of principal required to be made on such
      date.

Interest Rate Certificate means an officers'
certificate substantially in the form of Exhibit J, delivered
pursuant to subsection 7.2(b), demonstrating in reasonable
detail the calculation of the Total Leverage Ratio as of the
last day of the subject period.

Inventory means all of the inventory of the
Companies, whether now existing or existing in the future,
including, without limitation:  (i) all raw materials, work in
process, parts, components, assemblies, supplies and materials
used or consumed in their business, (ii) all goods, wares and
merchandise, finished or unfinished, held for sale or lease or
leased or furnished or to be furnished under contracts of
service, and (iii) all goods returned or repossessed by any
Company.

Investment - see Section 8.4.

IRS means the United States Internal Revenue Service,
and any Governmental Authority succeeding to any of its
principal functions under the Code.

Issuance Date - see subsection 3.1(a).

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

Judgment Currency - see Section 11.17.

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

L/C Amendment Application means an application form
for amendment of outstanding standby or commercial documentary
letters of credit as shall at any time be in use by the
applicable L/C Lender, as the L/C Lender shall request.

L/C Application means an application form for
issuances of standby or commercial documentary letters of
credit as shall at any time be in use by the applicable L/C
Lender, as the L/C Lender shall request.

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

L/C Commitment means the commitment of the L/C Lender
to Issue Letters of Credit from time to time Issued or
outstanding under Article III, in an aggregate Dollar
Equivalent amount not to exceed on any date an amount equal to
the lesser of U.S. $20,000,000 and the amount of the combined
Commitments of all L/C Lenders; it being understood that the
L/C Commitment is a part of the combined Revolving Commitments
of all L/C Lenders, rather than a separate, independent com-
mitment.

L/C Lender means (i) other than with respect to the
Existing Letters of Credit, The Bank of Nova Scotia or such
other Lender or Lenders selected by the Paying Agent and
reasonably satisfactory to U.S. Borrower who agree to act in
such capacity to issue Letters of Credit and (ii) with respect
solely to the Existing Letters of Credit, KeyBank National
Association.

L/C Obligations means at any time the sum of (a) the
aggregate undrawn Dollar Equivalent amount of all Letters of
Credit then outstanding, plus (b) the Dollar Equivalent amount
of all outstanding L/C Borrowings.

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

Lead Arranger - see the introduction to this
Agreement.

Lease means any lease, sublease, franchise agreement,
license (excluding licenses of personal property), occupancy or
concession agreement.

Lender - see the introduction to this Agreement;
Lender shall include the L/C Lender and the Swing Line Lender.

Lending Office means, as to any Lender, the office or
offices of such Lender (or, in the case of any Offshore
Currency Loan, of an Affiliate of such Lender) specified to the
Paying Agent and the Borrowers as its "Lending Office" or
"Domestic Lending Office" or "Offshore Lending Office," as the
case may be.

Letter of Credit means (i) other than with respect to
the Existing Letters of Credit, any letter of credit (whether a
standby letter of credit or a commercial documentary letter of
credit) Issued by an L/C Lender pursuant to Article III and
(ii) the Existing Letters of Credit.

LIBO Rate shall mean, with respect to any LIBOR Loan
for any Interest Period therefor, the rate per annum determined
by the Paying Agent to be the arithmetic mean (rounded to the
nearest 1/100th of 1%) of the offered rates for deposits in the
Applicable Currency of such Loan with a term comparable to such
Interest Period that appears on the Dow Jones Market Screen
3750 (as defined below) at approximately 11:00 a.m., London,
England time, on the second full Business Day preceding the
first day of such Interest Period (as adjusted for maximum
statutory reserves (if applicable)); provided, however, that
(i) if no comparable term for an Interest Period is available,
the LIBO Rate shall be determined using the weighted average of
the offered rates for the two terms most nearly corresponding
to such Interest Period and (ii) if there shall at any time no
longer exist a Dow Jones Market Screen 3750, "LIBO Rate" shall
mean, with respect to each day during each Interest Period per-
taining to LIBOR Loans comprising part of the same borrowing,
the rate per annum equal to the rate at which the Paying Agent
is offered deposits in such Applicable Currency at
approximately 11:00 a.m., London, England time, two Business
Days prior to the first day of such Interest Period in the
London interbank market for delivery on the first day of such
Interest Period for the number of days comprised therein and in
an amount comparable to its portion of the amount of such LIBOR
Loan to be outstanding during such Interest Period.  "Dow Jones
Market Screen 3750" shall mean the display designated as
Page 3750 on the Dow Jones Market Service (or such other page
as may replace such page on such service for the purpose of
displaying the rates at which U.S. Dollar deposits are offered
by leading banks in the London interbank deposit markets).

LIBOR Loan means any Loan that bears interest based
on the LIBO Rate.

Lien means any security interest, mortgage, deed of
trust, deed to secure debt, deed of hypothec, debenture,
pledge, claim, hypothecation, assignment for security, charge
or deposit arrangement, preferential arrangement in the nature
of security or lien (statutory or other), or other encumbrance
of any kind in respect of any property (including those created
by, arising under or evidenced by any conditional sale or other
title retention agreement).

Loan means a Credit Extension by a Lender to either
Borrower under Article II or Article III, which may be a Term
Loan, a Revolving Loan, a Swing Line Loan or an L/C Advance.

Loan Parties means the Domestic Loan Parties and the
Foreign Loan Parties.

Losses means as to any Person, the losses,
liabilities, claims (including those based upon negligence,
strict or absolute liability and liability in tort), damages,
expenses, obligations, penalties, actions, judgments, Liens,
penalties, fines, suits, costs or disbursements of any kind or
nature whatsoever (including Attorney Costs in connection with
any Proceeding commenced or threatened, whether or not such
Person shall be designated a party thereto) at any time
(including following the payment of the Obligations and/or the
termination of the Commitments hereunder) incurred by, imposed
on or asserted against such Person.

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

Material Adverse Change means, with respect to any
Person, a material adverse change or any condition or event
that would reasonably be expected to result in a material
adverse change in the business, operations, financial
condition, liabilities (contingent or otherwise) or prospects
of such Person, together with its Subsidiaries taken as a
whole.

Material Adverse Effect means, as of any date of
determination, (a) any event, circumstance, occurrence or
condition which has caused (or would reasonably be expected to
cause) a material adverse effect, or any condition or event
that has resulted or could reasonably be expected to result in
a material adverse effect, on the business, operations,
financial condition, liabilities (contingent or otherwise) or
prospects of the Companies taken as a whole, (b) any event,
circumstance, occurrence or condition which has caused (or
would reasonably be expected to cause) a material adverse
effect on the ability of the Loan Parties to consummate in a
timely manner the Transactions or to perform any of their
material obligations under any Credit Document or (c) any
event, circumstance, occurrence or condition which has caused
(or would reasonably be expected to cause) a material adverse
effect on the legality, binding effect or enforceability of any
Credit Document or any of the material rights and remedies of
any Creditor thereunder or the legality, priority or
enforceability of the Liens granted under the Security
Documents on a material portion of the Collateral or the value
of the Collateral.

Minimum Loan means, in respect of Loans comprising
part of the same Borrowing, or to be converted or continued
under Section 2.4, (a) in the case of ABR Loans,
U.S. $10,000,000 or a higher integral multiple of
U.S. $1,000,000; (b) in the case of LIBOR Loans that are Dollar
Term A Loans or Term B Loans, U.S. $10,000,000 or a higher
integral multiple of U.S. $1,000,000; (c) in the case of LIBOR
Loans that are Euro Term A Loans, Euro 10,000,000 or a higher
integral multiple of Euro 1,000,000; (d) in the case of Revolving
Loans that are LIBOR Loans (other than Revolving Loans made in
Euros), a minimum Dollar Equivalent amount of U.S. $10,000,000
or a higher integral multiple of the Dollar Equivalent amount
of U.S. $1,000,000; (e) in the case of Revolving Loans made in
Euros, a minimum of Euro 10,000,000 and an integral multiple of
Euro 1,000,000; and (f) in the case of Revolving Loans made in any
Applicable Currency other than U.S. Dollars or Euros, a minimum
of 10,000,000 of the applicable unit and an integral multiple
of 1,000,000 of the applicable unit.

Moody's means Moody's Investors Service, Inc. and its
successors.

Mortgage means any Domestic Mortgage, Foreign
Mortgage or Intercompany Mortgage.

Mortgaged Property means each Domestic Mortgaged
Property, Foreign Mortgaged Property or Intercompany Mortgaged
Property.

Multiemployer Plan means a multiemployer plan within
the meaning of Section 4001(a)(3) of ERISA (i) to which any
ERISA Entity is then making or accruing an obligation to make
contributions, (ii) to which any ERISA Entity has within the
preceding five plan years made contributions, including any
Person which ceased to be an ERISA Entity during such five year
period, or (iii) with respect to which a Company could incur
liability.

NAIC means the National Association of Insurance Com-
missioners.

Net Award means the proceeds of any condemnation
award or payment payable in respect of any Taking, less the
amount of any expenses incurred in litigating, arbitrating,
compromising or settling any claim arising out of such taking.

Net Cash Proceeds means
(a) with respect to any Asset Sale, the aggregate
    cash proceeds (including cash proceeds received by way of
    deferred payment of principal pursuant to a note,
    installment receivable, liquidation or payment of any
    Investment permitted by subsection 8.4(d), reserve for
    adjustment or otherwise, but only as and when received)
    received by any Company pursuant to such Asset Sale, net
    of (i) the direct and indirect costs relating to such
    Asset Sale (including sales commissions and legal,
    accounting and investment banking fees), (ii) taxes, fees,
    impositions and recording charges paid or payable as a
    result thereof (after taking into account any tax credits
    or deductions taken in connection with such Asset Sale and
    any tax sharing arrangements), (iii) amounts applied to
    the repayment of any Indebtedness secured by a Lien on the
    asset subject to such Asset Sale (other than the
    Obligations), (iv) liabilities of the entity, or relating
    to the business or assets, sold, transferred or otherwise
    disposed of which are retained by any Company, (v) amounts
    required to be paid to any Person (other than any Company)
    owning a beneficial interest in the assets subject to the
    Asset Sale, (vi) appropriate amounts to be provided by any
    Company as a reserve required in accordance with GAAP
    against any liabilities associated with such Asset Sale
    and retained by any Company after such Asset Sale (but
    upon reversal of such reserve, any amount so reserved
    shall thereupon be Net Cash Proceeds), and (vii) in the
    case of any Permitted Receivables Transaction, any
    escrowed or pledged cash proceeds which effectively
    secure, or are required to be maintained as reserves by
    the applicable Receivables Co. for, the obligations of any
    Company under such Permitted Receivables Transaction;

(b) with respect to any issuance of equity
    securities or Indebtedness, the aggregate cash proceeds
    (including cash proceeds received by way of deferred
    payment of principal pursuant to a note, installment
    receivable, reserve for adjustment or otherwise, but only
    as and when received) received by U.S. Borrower or any of
    its Subsidiaries pursuant to such issuance, net of the
    direct costs relating to such issuance (including sales
    and underwriter's commissions and legal, accounting and
    investment banking fees) and net of, in the case of any
    Permitted Receivables Transaction, any escrowed or pledged
    cash proceeds which effectively secure, or are required to
    be maintained as reserves by the applicable Receivables
    Co. for, the Indebtedness of any Company in respect of
    such Permitted Receivables Transaction; and

(c) with respect to any Taking, Destruction, or loss
    of title to all or a portion of any Mortgaged Property,
    the Net Award, Net Proceeds or title insurance proceeds
    (net of any reasonable costs incurred to recover such
    title insurance proceeds), as applicable, resulting
    therefrom, to be applied as Net Cash Proceeds under this
    Agreement pursuant to the provisions of the Mortgages;
    provided, however, such amounts have not been applied to
    restore or rebuild the Mortgaged Property so Taken or De-
    stroyed as permitted or required by the applicable
    Mortgage and this Agreement.

If any Company receives Net Cash Proceeds in
currency other than U.S. Dollars, the Dollar Equivalent amount
thereof shall be determined as of the earlier of (i) the date
on which such Net Cash Proceeds are required to be applied to
prepayments under Section 2.7 and (ii) the date on which such
Net Cash Proceeds are converted into the currency in which any
such prepayment will be required.

Net Proceeds means the proceeds of any insurance
payable in respect of any Destruction, less the amount of any
expenses incurred in litigating, arbitrating, compromising or
settling any claim arising out of such Destruction.

Non-Bank Certificate - see subsection 4.1(e)(i).

Notes means the Revolving Notes, the Swing Line Notes
and the Term Notes, and Note means any of them.

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

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

Obligations means all advances, debts, liabilities,
obligations, guarantees, covenants and duties arising under (i)
any Credit Document or (ii) any Swap Contract which relates to
the Loans if such Swap Contract was entered into with a Lender
or an Affiliate of a Lender, owing by any Loan Party to any
Lender, any Co-Agent or any Indemnified Person, whether direct
or indirect (including those acquired by assignment), absolute
or contingent, due or to become due, or now existing or
hereafter arising.

Officers' Certificate shall mean, as applied to any
corporation, a certificate executed on behalf of such
corporation by its Chairman of the Board (if an officer) or its
President or one of its Vice Presidents and by its Chief
Financial Officer or its Treasurer or, in the case of Foreign
Subsidiaries, officers or persons performing comparable
functions.  Each Officers' Certificate with respect to the
compliance with a condition precedent or agreement hereunder
shall include (i) a statement that the signers have read such
condition or agreement and any definitions or other provisions
contained in this Agreement relating thereto, (ii) a statement
that, in the opinion of the signers, they have made or have
caused to be made such examination or investigation as is rea-
sonably necessary to enable them to express an opinion as to
whether or not such condition or agreement has been complied
with, and (iii) a statement as to whether, in the opinion of
the signers, based upon such examination or investigation, such
condition or agreement has been complied with.

Offshore Currency means at any time Euros, pounds
sterling or any Agreed Alternative Currency.

Offshore Currency L/C Obligation means any L/C
Obligation denominated in an Offshore Currency.

Offshore Currency Letter of Credit means any Letter
of Credit denominated in an Offshore Currency.

Offshore Currency Loan means any LIBOR Loan de-
nominated in an Offshore Currency.

Offshore Currency Revolving Loan means any Revolving
Loan denominated in an Offshore Currency.

Offshore U.S. Dollar Loan means any LIBOR Loan
denominated in U.S. Dollars.

Organization Documents means (i) for any corporation,
the certificate or articles of incorporation or association,
the bylaws, any unanimous shareholder agreement or declaration,
any certificate of determination or instrument relating to the
rights of preferred shareholders of such corporation, any
shareholder rights agreement or voting trust agreement, and all
applicable resolutions of the Board of Directors (or any
committee thereof) of such corporation and all other documents
of a comparable nature, (ii) for any partnership, its partner-
ship agreement, its certificate of partnership and all other
documents of the nature previously described in clause (i) as
to a corporation and (iii) for any other entity, its
organizational or governing documents and all other documents
of the nature previously described in clause (i) as to a
corporation.

Other Taxes - see subsection 4.1(g).

Overnight Rate means, for any Loan for any day, the
rate of interest per annum at which overnight deposits in the
Applicable Currency, in an amount approximately equal to the
amount with respect to which such rate is being determined,
would be offered for such day by the Paying Agent's London
Branch to major banks in the London or other applicable
offshore interbank market.  The Overnight Rate for any day
which is not a Business Day shall be the Overnight Rate for the
preceding Business Day.

Participant - see subsection 11.8(d).

Paying Agent - see the introduction to this
Agreement.

PBGC means the United States Pension Benefit Guaranty
Corporation or any successor thereto.

Pension Plan means an employee pension benefit plan
(other than a Multiemployer Plan) which is covered by Title IV
of ERISA or subject to the minimum funding standards under
Section 412 of the Code or Section 302 of ERISA and is
maintained or contributed to by any ERISA Entity or with
respect to which a Company could incur liability.

Permitted Investors means (i) All Life Foundation,
John C. Dempsey Trust, Naomi A. Coyle Trust, Michael H.
Dempsey, Michael H. Dempsey Living Trust, Naomi C. Dempsey
Charitable Lead Annuity Trust, Naomi C. Dempsey, Naomi C.
Dempsey Living Trust, Patricia M. Dempsey, Patricia M. Dempsey
Living Trust, Judith D. Hook, Judith D. Hook Living Trust, Mary
T. McAlpin, Mary T. McAlpin Living Trust, Mary T. McAlpin
Charitable Remainder Annuity Trust, John McNamara, Virginia D.
Ragan and Virginia D. Ragan Living Trust; (ii) the spouses,
heirs, legatees, descendants and blood relatives to the third
degree of consanguinity of any person in clause (i); (iii) the
executors and administrators of the estate of any such person,
and any court appointed guardian of any person in clause (i) or
(ii); and (iv) any trust, family partnership or similar
investment entity for the benefit of any such person referred
to in the foregoing clause (i) or (ii) or any other persons (in-
cluding for charitable purposes), so long as one or more
members of the group consisting of the Permitted Investors have
the exclusive or a joint right to control the voting and
disposition of securities held by such trust, family partner-
ship or other investment entity.

Permitted Liens - see Section 8.1.

Permitted Receivables Transaction means any
transaction providing for the sale or financing of Accounts
(other than between the Companies); provided, however, that any
such transaction shall be consummated (a) on terms reasonably
acceptable to the Required Lenders, and (b) pursuant to
documentation in form and substance reasonably satisfactory to
the Required Lenders, as evidenced by their written approval
thereof.

Person means an individual, partnership, corporation,
limited liability company, business trust, joint stock company,
trust, unincorporated association, joint venture or Governmen-
tal Authority.

Plan means an employee benefit plan (as defined in
Section 3(3) of ERISA) that is maintained or contributed to by
any ERISA Entity or with respect to which a Company could incur
liability.

Pledged Securities means all the Equity Interests
described in Schedule 1.1(d), and each additional Equity
Interest as to which the Paying Agent is granted a Lien
pursuant to any Security Document.

Prior Liens means Liens which pursuant to the
provisions of any Security Document are or may be superior to
the Liens of such Security Document.

Proceeding means any claim, action, judgment, suit,
dispute, hearing, governmental investigation, arbitration (to
the extent binding on any Company) or proceeding (to the extent
known to any Company), including by or before any Governmental
Authority.

Pro Rata Share means as to any Lender in respect of
any Facility at any time, the percentage equivalent (expressed
as a decimal, rounded to the ninth decimal place) at such time
of (a) prior to termination of the Commitments in such
Facility, (i) such Lender's Commitment in such Facility divided
by (ii) the combined Commitments of all Lenders in such
Facility, or (b) after termination of the Commitments in such
Facility, (i) the aggregate outstanding principal Dollar
Equivalent amount of such Lender's Loans under such Facility,
plus (in the case of the Revolving Facility) (without
duplication) the participation of such Lender in the aggregate
Effective Amount of all L/C Obligations and the outstanding
amount of all Swing Line Loans, divided by (ii) the aggregate
Dollar Equivalent of the principal amount of all Loans
outstanding under such Facility, plus (in the case of the Re-
volving Facility) (without duplication) the Effective Amount of
all L/C Obligations.

Qualified Subsidiary means any Domestic Loan Party
other than U.S. Holdco and Soterra LLC.

Rating Date means the date on which the Credit
Facilities achieve a rating of not less than BBB- by S&P and
not less than Baa3 by Moody's for purposes of Section 7.24(b).

Real Property means all right, title and interest of
any Company (including, without limitation, any leasehold
estate) in and to any and all parcels of or interests in real
property owned, leased or operated by any Company together
with, in each case, all buildings, structures, fixtures and
improvements located or erected thereon from time to time,
easements, hereditaments and appurtenances incident, belonging
or pertaining thereto.

Real Property Disclosure Requirements means any
federal, state, local or foreign laws requiring notification of
the buyer or mortgagee of real property, or notification,
registration or filing to or with any Governmental Authority,
prior to the sale or mortgage of any real property or transfer
of control of an establishment, of the actual or threatened
presence or Release into the environment, or the use, disposal
or handling of Hazardous Materials on, at, under or near the
real property to be sold or mortgaged or the establishment of
which control is to be transferred.

Receivables Co. means any special purpose Wholly-
Owned Subsidiary of U.S. Borrower organized after the Effective
Date (or such other Person reasonably agreed to by the Required
Lenders) that purchases Accounts generated by any Company in
connection with a Permitted Receivables Transaction.

Refinanced Indebtedness means the Indebtedness of the
Loan Parties outstanding as of the Effective Date immediately
before giving effect to the Refinancing and set forth on
Schedule 1.1(e).

Refinancing means the repayment by the Loan Parties
of the Refinanced Indebtedness.

Register - see Section 7.20.

Reimbursement Obligations shall mean, at any time,
the obligations of the Borrowers then outstanding, or that may
thereafter arise in respect of all Letters of Credit then
outstanding, to reimburse amounts paid by the applicable L/C
Lender in respect of any drawings under a Letter of Credit
issued for the account of such Borrower.

Release means any releasing, spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, dumping or disposing into the indoor or
outdoor environment.

Replacement Lender - see Section 4.8.

Reports - see subsection 6.12(b).

Required Lenders means (a) at any time prior to the
Termination Date, Lenders then holding more than 50% of the sum
of (i) the then aggregate unused amount of the Commitments of
the Lenders, plus (ii) the then aggregate unpaid Dollar
Equivalent principal amount of the Loans of the Lenders, plus
(iii) (without duplication) the then aggregate Effective Amount
of the L/C Obligations of the Lenders, and (b) otherwise,
Lenders then holding more than 50% of the sum of (i) the then
aggregate unpaid Dollar Equivalent principal amount of the
Loans of the Lenders, plus (ii) (without duplication) the then
aggregate Effective Amount of the L/C Obligations of the
Lenders.  For purposes of clauses (a) and (b), (x) the
principal amount of each Revolving Lender's Loans shall be
deemed to be (i) in the case of any Revolving Lender other than
the Swing Line Lender, increased by such Revolving Lender's
participations in the Swing Line Loans pursuant to Section 2.19
(whether funded or unfunded), except to the extent such
Revolving Lender shall not have funded such participations as
required pursuant to Section 2.19, and (ii) in the case of the
Swing Line Lender, decreased by the amount of the
participations of all other Revolving Lenders in its Swing Line
Loans (whether funded or unfunded), except to the extent any
such other Revolving Lender shall not have funded such
participations as required pursuant to Section 2.19) and (y)
the Effective Amount of the L/C Obligations of each Revolving
Lender shall be the amount of the participation of such Lender
in aggregate Effective Amount of all L/C Obligations.  For
purposes of determining whether the Required Lenders have
approved any amendment, waiver or consent or taken any other
action hereunder, the Dollar Equivalent amount of all Offshore
Currency Loans shall be calculated on the date immediately
preceding the date such amendment, waiver or consent is to
become effective or such action is to be taken.

Required Lenders of the Affected Tranche means (i) at
any time prior to the Closing Date, Lenders holding more than
50% of the aggregate amount of the Commitments of the Lenders
of the applicable Term Loan Facility which would be adversely
affected by any amendment, waiver or consent contemplated by
clause (6)(x) of the proviso to subsection 11.1(a)(v), and
(ii) at any time after the Closing Date, Lenders holding more
than 50% of the aggregate amount of the outstanding Loans of
the Lenders of the applicable Term Loan Facility which would be
adversely affected by any amendment, waiver or consent
contemplated by clause (6)(x) of the proviso to subsection
11.1(a)(v).

Required Revolving Lenders means (a) at any time
prior to the Termination Date, Revolving Lenders then holding
more than 50% of the sum of (i) the then aggregate Available
Revolving Commitments of all Revolving Lenders, plus (ii) the
then Aggregate Outstanding Revolving Credit of all Revolving
Lenders, and (b) otherwise, Revolving Lenders then holding more
than 50% of the then Aggregate Outstanding Revolving Credit of
all Revolving Lenders.  For purposes of determining whether the
Required Revolving Lenders have approved any amendment, waiver
or consent or taken any other action hereunder, the Dollar
Equivalent amount of all Offshore Currency Loans shall be
calculated on the date immediately preceding the date such
amendment, waiver or consent is to become effective or such
action is to be taken.

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

Responsible Officer means the chief executive
officer, the chief financial officer, the president or any
vice-president of the Applicable Borrower, or any other officer
having substantially the same authority and responsibility; or,
with respect to compliance with financial covenants, the chief
financial officer, the treasurer or controller of the
Applicable Borrower, or any other officer having substantially
the same authority and responsibility.

Restoration has the meaning assigned to that term in
each Mortgage.

Restricted Payment - see Section 8.13.

Revolving Commitment - see subsection 2.1(b).

Revolving Facility means the revolving multicurrency
credit facility in an aggregate principal amount equal to the
Dollar Equivalent of U.S. $150,000,000 with a letter of credit
subfacility and a swing line subfacility provided hereunder as
set forth in Sections 2.16 and 3.1.

Revolving Lender means a lender having a Revolving
Commitment or a Swing Line Commitment or holding a Revolving
Loan or a participation in an L/C Advance.

Revolving Loan - see subsection 2.1(b).

Revolving Loan Maturity Date means February 28, 2006.

Revolving Note or Revolving Notes - see subsec-
tion 2.2(d).

Same Day Funds means (i) with respect to
disbursements and payments in U.S. Dollars, immediately
available funds, and (ii) with respect to disbursements and
payments in an Offshore Currency, same day or other funds as
may be determined by the Paying Agent to be customary in the
place of disbursement or payment for the settlement of
international banking transactions in the relevant Offshore Cur-
rency.

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

Secured Parties has the meaning specified in the Se-
curity Documents.

Security Documents means each of the Domestic
Security Documents, the Foreign Security Documents, all UCC or
other financing statements or instruments of perfection
required by this Agreement or any other security document
described in this definition to be filed and any other
documents utilized to pledge to the Paying Agent, for the
benefit of the secured parties contemplated thereby, any other
property as collateral for the Obligations and prior to the
date of Contribution, the Intercompany Security Documents.

S&P means Standard & Poor's Ratings Group, a division
of McGraw-Hill, Inc., and its successors.

Significant Subsidiary means, at any date of
determination, (a) any Subsidiary that, together with its
Subsidiaries (i) for the most recent fiscal quarter of U.S.
Borrower accounted for more than 5.0% of the consolidated
revenues of U.S. Borrower and its Subsidiaries or (ii) as of
the end of such fiscal quarter, owned more than 5.0% of the
consolidated assets of U.S. Borrower and its Subsidiaries, all
as set forth on the consolidated financial statements of U.S.
Borrower for such quarter prepared in conformity with GAAP and
(b) any Subsidiary which, when aggregated with all other
Subsidiaries that are not otherwise Significant Subsidiaries
and as to which any event described in clause (e), (f) or (g)
of Section 9.1 has occurred, would constitute a Significant
Subsidiary under clause (a) of this definition.

Solvent and Solvency means, for any Person on a
particular date, that on such date (a) the fair value of the
Property of such Person is greater than the total amount of
liabilities, including, without limitation, contingent
liabilities, of such Person, (b) the present fair salable value
of the assets of such Person is not less than the amount that
will be required to pay the probable liability of such Person
on its debts as they become absolute and matured, (c) such
Person does not intend to, and does not believe that it will,
incur debts and liabilities beyond such Person's ability to pay
as such debts and liabilities mature, (d) such Person is not
engaged in a business or a transaction, and is not about to
engage in a business or a transaction, for which such Person's
Property would constitute an unreasonably small capital and
(e) such Person is able to pay its debts as they become due and
payable.

Soterra LLC means Soterra LLC, a Delaware limited
liability company and a Wholly-Owned Subsidiary of U.S.
Borrower.

Soterra Guarantee means the guarantee agreement
substantially in the form of Exhibit N entered into and
delivered by Soterra LLC.

Specified Company and Specified Companies - see
subsection 9.1(e).

Spot Rate means, with respect to any Applicable
Currency, at any date of determination thereof, the spot rate
of exchange with respect to U.S. Dollars for such date in
London that appears on the display page applicable to such
Applicable Currency on the Telerate System Incorporated Service
(or such other page as may replace such page on such service
for the purpose of displaying the spot rate of exchange in
London); provided, however, that if there shall at any time no
longer exist such a page or a relevant spot rate is not shown
on such service, the spot rate of exchange shall be determined
by reference to another similar rate publishing service
selected by the Paying Agent and if no such similar rate
publishing service is available by reference to the published
rate of the Paying Agent in effect at such date for similar
commercial transactions.

Subsidiary of a Person means any corporation,
association, partnership, limited liability company, joint
venture, business trust or other business entity of which more
than 50% of the voting stock, membership interests or other
equity interests are owned or controlled directly or indirectly
by such Person, or one or more of the Subsidiaries of such
Person, or a combination thereof.  Notwithstanding the
foregoing, any joint venture or other entity which is not
majority-owned by, but is controlled (by contract or otherwise)
by, any Company shall be deemed to be a Subsidiary of U.S.
Borrower.  Unless the context otherwise clearly requires, refer-
ences herein to a "Subsidiary" refer to a Subsidiary of U.S.
Borrower.  The term Subsidiary shall also include any Person to
become a Subsidiary pursuant to the Van Leer Acquisition.  In
no event shall the term "Subsidiary" include CorrChoice.  Any
joint venture or other Person that is majority-owned, but is
not controlled (by contract or otherwise), by any Company shall
not be deemed to be a Subsidiary of U.S. Borrower.

Subsidiary Borrower - see the introduction to this
Agreement.

Supermajority Lenders of the Affected Tranche means
(i) at any time prior to the Closing Date, Lenders holding more
than 66-2/3% of the aggregate amount of the Commitments of the
Lenders of the applicable Term Loan Facility which would be
adversely affected by any amendment, waiver or consent
contemplated by clause (6)(y) of the proviso to subsection
11.1(a)(v), and (ii) at any time after the Closing Date,
Lenders holding more than 66-2/3% of the aggregate amount of
the outstanding Loans of the Lenders of the applicable Term
Loan Facility which would be adversely affected by any
amendment, waiver or consent contemplated by clause (6)(y) of
the proviso to subsection 11.1(a)(v).

Substitute Lender - see Section 2.22.

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

Survey means a survey of any Mortgaged Property (and
all improvements thereon):  (i) prepared by a surveyor or
engineer licensed to perform surveys in the state, province or
country where such Mortgaged Property is located, (ii) dated
(or redated) not earlier than six months prior to the date of
delivery thereof unless there shall have occurred within the
six months prior to such date (or such earlier date as shall be
reasonably acceptable to the Lead Arranger) of delivery any
material exterior construction on the site of such Mortgaged
Property, in which event such survey shall be dated (or
redated) after the completion of such construction or if such
construction shall not have been completed as of such date of
delivery, not earlier than 20 days prior to such date of
delivery, (iii) certified by the surveyor (in a manner
reasonably acceptable to the Lead Arranger) to the Paying Agent
and the Title Company, and (iv) in the case of each Domestic
Mortgaged Property, complying in all material respects with the
minimum detail requirements of the American Land Title
Association as such requirements are in effect on the date of
preparation of such survey; provided, however, that such survey
is in a form sufficient for the Title Company to remove all
standard survey exceptions from the title insurance policy (or
commitment) and issue a survey and comprehensive endorsement
with respect to such Mortgaged Property and, in the case of
each Foreign Mortgaged Property or Intercompany Mortgaged
Property, in form and substance reasonably acceptable to the
Lead Arranger.

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

Swing Line Commitment means the commitment of the
Swing Line Lender to make Swing Line Loans hereunder in an
aggregate Dollar Equivalent amount not to exceed on any date an
amount equal to the lesser of U.S. $30,000,000 and the amount
of the Commitments of the Swing Line Lender, it being
understood that the Swing Line Commitment is a part of the
Revolving Commitments rather than a separate independent commit-
ment.

Swing Line Lender means The Bank of Nova Scotia.

Swing Line Loan - see Section 2.16.

Swing Line Note or Swing Line Notes - see
subsection 2.2(d).

Syndication Agent - see the introduction to this
Agreement.

Taking means any taking of the Collateral or any
portion thereof, in or by condemnation or other eminent domain
proceedings pursuant to any Requirement of Law, general or
special, or by reason of the temporary requisition of the use
of the Collateral or any portion thereof, by any Governmental
Authority, civil or military.

Tax Returns means all returns, declarations, reports,
estimates, information returns, statements and forms or other
documents (including any related or supporting information)
required to be filed in respect of any Taxes.

Taxes means (i) any and all present or future income,
stamp, documentary, excise, property or other taxes, levies,
imposts, duties, deductions, charges, fees or withholdings, now
or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority, and all liabilities with respect
thereto (including any interest, penalties, additions to tax
and expenses), including any present or future Taxes or similar
levies which arise from any payment made hereunder or from the
execution, delivery or registration of, or otherwise with
respect to, this Agreement or any other Credit Document and
(ii) all transferee, successor, joint and several or
contractual liability (including, without limitation, liability
pursuant to Treas. Reg.  1.1502-6 (or any similar state, local
or foreign provisions)) in respect of any items described in
clause (i).

Term A Loans means the Dollar Term A Loans and the
Euro Term A Loans.

Term B Commitment means a Lender's commitment to make
a Term B Loan hereunder.

Term B Facility means the term loan facility in an
aggregate principal amount of U.S. $400,000,000.

Term B Lender means a lender having a Term B Loan.

Term B Loan - see subsection 2.1(a)(iii).

Term B Note or Term B Notes - see subsection 2.2(d).

Term Loan Commitments means the Dollar Term A
Commitments, the Euro Term A Commitments and the Term B
Commitments of all the Lenders having such commitments.

Term Loan Facilities means the Dollar Term A
Facility, the Euro Term A Facility and the Term B Facility.

Term Loans means the loans made under the Term Loan
Facilities.

Term Notes means the Dollar Term A Notes, the Euro
Term A Notes and the Term B Notes.

Termination Date means the earlier to occur of
(i) the date 30 Business Days prior to the Revolving Loan
Maturity Date and (ii) the date on which the Revolving
Commitments are terminated or reduced to zero pursuant to Sec-
tion 2.6 or Section 9.2.

Test Date means, for any Financial Maintenance
Covenant, the last day of each fiscal quarter of U.S. Borrower
included within any period set forth in the table for such
Financial Maintenance Covenant.

Test Period means each period of four full
consecutive fiscal quarters most recently ended and for which
financial statements are or are required to be available.

Timber Assets means the timber and all Real Property
described on Schedule 1.1(f) and any timberlands purchased
solely using the proceeds from the sale of timber or the
disposition of other timberlands or acquired in exchange for
such Real Property, provided that "Timber Assets" shall not
include timber solely for purposes of subsection 8.2(l).

Timber Sale Gains means, for any period, gains
properly classified as "Gain on Timber Sales" in the audited
financial statements of the Companies for the fiscal year then
ended or in the unaudited financial statements for the fiscal
quarter then ended;

Title Company means Chicago Title Insurance Company
or such other title insurance or abstract company as shall be
retained by U.S. Borrower and reasonably acceptable to the Lead
Arranger.

Total Assets means at any date total assets of U.S.
Borrower as shown in the most recent audited financials of U.S.
Borrower prepared in conformity with GAAP.

Total Leverage Ratio means, as of the last day of any
fiscal quarter, the ratio of:  (a) the sum of (i) total
consolidated Indebtedness of U.S. Borrower and the Subsidiaries
less Cash and Cash Equivalents as of such day, plus
(ii) without duplication of amounts included in clause (i), an
amount equal to the aggregate cash proceeds received by any
Company from an unrelated third party (net of amounts repaid)
from the financing pursuant to any Permitted Receivables
Transaction of Accounts which are outstanding at such Test
Date, to (b) EBITDA for the Test Period ending on such day.
Calculations under clause (i) or under clause (ii) of this
definition shall be reduced by any escrowed or pledged cash
proceeds which effectively secure the Indebtedness or the
obligations of any Company under such Permitted Receivables
Transaction to the extent not already deducted in the
calculation of total consolidated Indebtedness.

Transaction Documents means the Van Leer Acquisition
Documents, the Intercompany Loan Documents and each other
document (other than the Credit Documents) relating to the
Transactions including all appendices, annexes, schedules,
attachments and exhibits to any such document.

Transactions means the making of the Loans hereunder
on the Closing Date, the Van Leer Acquisition, the Refinancing,
and the making of Intercompany Loans from the proceeds of the
Loans on the Closing Date.

Trigger Date means the first date after the Closing
Date on which U.S. Borrower delivers financial statements
pursuant to Section 7.1 and a computation of the Total Leverage
Ratio for the first fiscal quarter ended at least six months
after the Closing Date pursuant to Section 7.2.

Type of Loan means an ABR Loan or a LIBOR Loan, as
the case may be.

UCC means the Uniform Commercial Code as in effect in
the applicable jurisdiction.

Unfunded Pension Liability means the excess of a
Pension Plan's benefit liabilities under Section 4001(a)(16) of
ERISA over the fair market value of such Plan's assets
(including all accrued contributions required to be made to the
Plan in respect of the applicable plan year), determined in
accordance with the actuarial assumptions used for funding such
Plan pursuant to Section 412 of the Code for the applicable
plan year.

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

U.S. Borrower - see the introduction to this Agree-
ment.

U.S. Borrower Guarantee and Security Agreement means
the guarantee and security agreement substantially in the form
of Exhibit E entered into and delivered by U.S. Borrower.

U.S. Borrower Security Agreement Collateral means all
"Pledged Collateral" as defined in the U.S. Borrower Guarantee
and Security Agreement.

U.S. Dollars and U.S.$ each mean lawful money of the
United States.

U.S. Federal Funds Rate means, for any day, the rate
of interest per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) equal to the weighted average of the rates
on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on
such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided,
however, that (a) if the day for which such rate is to be
determined is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next
preceding Business Day as so published on the next succeeding
Business Day and (b) if such rate is not so published for any
Business Day, the Federal Funds Rate for such Business Day
shall be the average rate quoted to the Paying Agent on such
Business Day on such transactions by three federal funds
brokers of recognized standing, as determined by the Paying
Agent.

U.S. Holdco means Greif US Holdings Inc., a Nevada
corporation and a wholly owned Subsidiary of U.S. Borrower.

Van Leer means Royal Packaging Industries Van Leer
N.V., a public company with limited liability organized under
the laws of The Netherlands.

Van Leer Acquisition means the acquisition by U.S.
Borrower and certain of its Subsidiaries of all the capital
stock of Van Leer pursuant to the Van Leer Acquisition
Agreement.

Van Leer Acquisition Agreement means the Share
Purchase Agreement among Huhtamaki Van Leer Oyj, a company
incorporated under the laws of Finland, as seller, and U.S.
Borrower, as purchaser, dated as of October 27, 2000 and
amended as of January 5, 2001 and as of February 28, 2001.

Van Leer Acquisition Documents means the documents
listed in Schedule 1.1(g), in each case as in effect on the
Closing Date and as amended and in effect from time to time in
accordance with Section 8.18.

Van Leer Acquisition Transactions means the Van Leer
Acquisition and the other transactions contemplated hereby and
thereby to be effected in connection therewith on or about the
Closing Date.

Wholly-Owned Subsidiary means, for any Person, any
corporation in which (other than directors' qualifying shares
or other shareholdings required by law) 100% of the Equity
Interests of each class having ordinary voting power, and 100%
of the capital stock of each other class, at the time as of
which any determination is being made, are owned, beneficially
and of record, by such Person, or by one or more of the other
Wholly-Owned Subsidiaries, or a combination thereof.

Withdrawal Liability means liability to a
Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are
defined in Part 1 of Subtitle E of Title IV of ERISA.

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

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

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

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

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

(d)      Unless otherwise expressly provided herein,
(i) references to agreements (including this Agreement) and
other contractual instruments shall be deemed to include all
subsequent amendments and other modifications thereto, but only
to the extent such amendments and other modifications are not
prohibited by the terms of any Credit Document, and
(ii) references to any statute or regulation are to be
construed as including all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or
interpreting the statute or regulation.

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

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

(g)     This Agreement and the other Credit Documents
are the result of negotiations among and have been reviewed by
counsel to the Co-Agents, the Borrowers and the other parties,
and are the products of all parties.  Accordingly, they shall
not be construed against the Lenders or any Co-Agent merely
because of a Co-Agent's or Lender's involvement in their
preparation.

(h)     The words "properties" or "assets" refer to any
right, title or interest in, to or under property or assets of
any kind whatsoever, whether real, personal or mixed, and
whether tangible or intangible and including any Equity
Interests of any Person.

1.3.    Accounting Principles.  (a)  Unless the context
otherwise clearly requires, all accounting terms not expressly
defined herein shall be construed, and all financial
computations required under this Agreement shall be made, in
accordance with GAAP, consistently applied; provided, however,
that if U.S. Borrower notifies the Lead Arranger that the
Borrowers wish to amend any covenant in Article VIII to
eliminate the effect of any change in GAAP on the operation of
such covenant (or if the Lead Arranger notifies U.S. Borrower
that the Required Lenders wish to amend Article VIII for such
purpose), then U.S. Borrower's compliance with such covenant
shall be determined on the basis of GAAP in effect immediately
before the relevant change in GAAP became effective, until
either such notice is withdrawn or such covenant is amended in
a manner reasonably satisfactory to U.S. Borrower and the Re-
quired Lenders.

    (b) References herein to "fiscal year" and "fiscal
quarter" refer to such fiscal periods of U.S. Borrower.

1.4. Currency Equivalents Generally.  For all
purposes of any Loan or other Credit Extension made pursuant to
this Agreement (but not for purposes of the preparation of any
financial statements delivered pursuant hereto), the equivalent
in any Offshore Currency or other currency of an amount in U.S.
Dollars, and the equivalent in U.S. Dollars of an amount in any
Offshore Currency or other currency, shall be determined at the
Spot Rate.  For purposes of determining compliance with any
restriction limited to a Dollar Equivalent amount in this
Agreement (other than to the extent relating to any Loan or
other Credit Extension under this Agreement), the Dollar
Equivalent amount of transactions occurring prior to the date
of determination shall be calculated based on the Spot Rate on
the date of determination; provided, however, that if such
Dollar Equivalent amount shall be exceeded, such restriction
shall nonetheless be deemed not violated if such Dollar
Equivalent amount of such transactions was calculated based on
the relevant currency exchange rate in effect on the date of
each such transaction.

                                ARTICLE II

                                THE CREDITS
    2.1.        Amounts and Terms of Commitments and Loans.
(a)  (i) Each Dollar Term A Lender severally agrees, on the
terms and conditions set forth herein, to make a single loan in
U.S. Dollars (each such loan, a "Dollar Term A Loan") on the
Closing Date to U.S. Borrower in the amount set forth opposite
such Lender's name under the heading "Dollar Term A Commitment"
on Schedule 2.1.

     (ii) Each Euro Term A Lender severally agrees, on the
terms and conditions set forth herein, to make a single loan in
Euros (each such loan, a "Euro Term A Loan") on the Closing
Date to U.S. Borrower in the amount in Euros set forth opposite
such Lender's name under the heading "Euro Term A Commitment"
on Schedule 2.1.

     (iii) Each Term B Lender severally agrees, on the
terms and conditions set forth herein, to make a single loan in
U.S. Dollars (each such loan, a "Term B Loan") on the Closing
Date to U.S. Borrower in the amount set forth opposite such
Lender's name under the heading "Term B Commitment" on Schedule
2.1.

    (b) Each Revolving Lender severally agrees, on the
terms and conditions set forth herein, to make loans in U.S.
Dollars and Offshore Currencies to each of the Borrowers (each
such loan, a "Revolving Loan") from time to time on any
Business Day during the period from the Closing Date to the
Termination Date in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite
such Lender's name under the heading "Revolving Commitment" on
Schedule 2.1 (such amount, as reduced pursuant to Section 2.6
or changed as a result of one or more assignments under Section
4.8 or 11.8, such Lender's "Revolving Commitment") in such
currencies as the Applicable Borrower may request pursuant to
subsection 2.3(a) and subsection 2.5(e).  The making of
Revolving Loans shall be subject to the following limitations:

    (i) Borrowings of Revolving Loans on the Closing
Date shall in no event exceed the Dollar Equivalent amount
of U.S. $45,000,000;

    (ii) after giving effect to any Borrowing of
Revolving Loans, the aggregate principal Dollar Equivalent
amount of all outstanding Revolving Loans, plus the
aggregate principal amount of all outstanding Swing Line
Loans, plus (without duplication) the Effective Amount of
all L/C Obligations shall not exceed the combined
Revolving Commitments of all Revolving Lenders;

    (iii) after giving effect to any Borrowing of
Revolving Loans, the aggregate principal Dollar Equivalent
amount of all outstanding Offshore Currency Revolving
Loans, plus (without duplication) the Effective Amount of
all L/C Obligations in Offshore Currencies shall not
exceed U.S. $75,000,000;

    (iv) the Aggregate Outstanding Revolving Credit of
any Revolving Lender shall not at any time exceed such
Revolving Lender's Revolving Commitment; and

    (v) at no time shall the aggregate principal Dollar
Equivalent amount of all outstanding Revolving Loans made
to Subsidiary Borrower, plus the aggregate principal
amount of all outstanding Swing Line Loans made to
Subsidiary Borrower, plus (without duplication) the
Effective Amount of all L/C Obligations for Letters of
Credit issued for the account of Subsidiary Borrower
exceed U.S. $75,000,000.

Any Revolving Loan made under Section 2.18 or Section 3.3 shall
be made by each Revolving Lender in an amount equal to its Pro
Rata Share of the Revolving Loan made thereunder.  Within the
limits of each Revolving Lender's Revolving Commitment, and
subject to the other terms and conditions hereof, each Borrower
may borrow under this subsection 2.1(b), prepay under
subsection 2.7(g), and reborrow under this subsection 2.1(b).

    (c) Amounts borrowed as Term Loans which are repaid
or prepaid may not be reborrowed.

    2.2.        Evidence of Debt; Notes.  (a)  Each Lender shall
maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Applicable Borrower
to such Lender resulting from each Loan made by such Lender,
including the amounts of principal and interest payable and
paid to such Lender from time to time hereunder.

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

    (c) The entries made in the accounts maintained
pursuant to subsection 2.2(a) or subsection 2.2(b) shall be
prima facie evidence of the existence and amounts of the
obligations recorded therein; provided, however, that the
failure of any Lender or the Paying Agent to maintain such
accounts or any error therein shall not in any manner affect
the obligation of the Applicable Borrower to repay the Loans in
accordance with the terms of this Agreement.

    (d) Each Applicable Borrower's obligation to pay the
principal of, and interest on, all the Loans made to it by each
Lender shall, if requested by any Lender, be evidenced (i) if a
Dollar Term A Loan, by a promissory note substantially in the
form of Exhibit H-1, with blanks appropriately completed (each,
a "Dollar Term A Note" and, collectively, the "Dollar Term A
Notes"), (ii) if a Euro Term A Loan, by a promissory note
substantially in the form of Exhibit H-2, with blanks
appropriately completed (each, a "Euro Term A Note" and,
collectively, the "Euro Term A Notes"), (iii) if a Term B Loan,
by a promissory note substantially in the form of Exhibit H-3,
with blanks appropriately completed (each, a "Term B Note" and,
collectively, the "Term B Notes"), (iv) if a Revolving Loan, by
a promissory note substantially in the form of Exhibit H-4,
with blanks appropriately completed (each, a "Revolving Note"
and, collectively, the "Revolving Notes"), and (v) if a Swing
Line Loan, by a promissory note substantially in the form of
Exhibit H-5, with blanks appropriately completed (each, a
"Swing Line Note" and, collectively, the Swing Line Notes").
Each such Lender shall make appropriate notations on the
schedules annexed to the applicable Note of the date, amount
and maturity of each applicable Loan made by it and the amount
of each payment of principal made by the Applicable Borrower
with respect thereto.  Each such Lender is irrevocably
authorized by the Applicable Borrower to make such notations on
the applicable Note and each such Lender's record shall be
prima facie evidence of the correctness of the notations
thereon; provided, however, that the failure of a Lender to
make, or an error in making, a notation on any Note with
respect to any Loan shall not limit or otherwise affect the
obligations of the Applicable Borrower hereunder or under such
Note to such Lender.

    2.3.        Procedure for Borrowings.  (a)  Each Borrowing
(other than of a Swing Line Loan) shall be made upon the
Applicable Borrower's irrevocable written notice (or telephonic
notice promptly confirmed in writing) delivered to the Paying
Agent in the form of a Notice of Borrowing (which notice must
be received by the Paying Agent prior to (i) 10:00 a.m.
(London, England time), three Business Days prior to the re-
quested Borrowing Date, in the case of Offshore Currency Loans;
(ii) 10:00 a.m. (New York City time), three Business Days prior
to the requested Borrowing Date, in the case of Offshore U.S.
Dollar Loans; and (iii) 10:00 a.m. (New York City time), one
Business Day prior to the requested Borrowing Date, in the case
of ABR Loans, and in each case not more than five Business Days
prior to the requested Borrowing Date) specifying:

    (A) the amount of the Borrowing, which shall be in
an aggregate amount not less than the Minimum Loan;

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

    (C) the Type of Loans comprising the Borrowing;

    (D) in the case of a Borrowing of LIBOR Loans, the
duration of the Interest Period therefor; and

    (E) in the case of a Borrowing of Offshore Currency
Loans, the Applicable Currency.

    (b) The Dollar Equivalent amount of any Borrowing of
Offshore Currency Revolving Loans will be determined by the
Paying Agent for such Borrowing on the Computation Date
therefor in accordance with subsection 2.5(a).  Upon receipt of
a Notice of Borrowing, the Paying Agent will promptly notify
each Lender thereof and of the amount of such Lender's Pro Rata
Share of the Borrowing.  In the case of a Borrowing of Offshore
Currency Revolving Loans, such notice will provide the
approximate amount of each Lender's Pro Rata Share of the
Borrowing, and the Paying Agent will, upon the determination of
the Dollar Equivalent amount of the Borrowing as specified in
the Notice of Borrowing, promptly notify each Lender of the
exact amount of such Lender's Pro Rata Share of the Borrowing.

    (c) Each Lender will make the amount of its Pro Rata
Share of each Borrowing available to the Paying Agent for the
account of the Applicable Borrower at the Agent's Payment
Office on the Borrowing Date requested by such Applicable
Borrower in Same Day Funds and in the requested currency (i) in
the case of a Borrowing comprised of Loans in U.S. Dollars, by
11:00 a.m. (New York City time), and (ii) in the case of a
Borrowing comprised of Offshore Currency Loans, by such time
(London, England time) as the Paying Agent may specify.  The
proceeds of all such Loans will promptly be made available to
the Applicable Borrower by the Paying Agent at the Agent's
Payment Office by crediting the account of the Applicable
Borrower where requested by the Applicable Borrower with the
aggregate of the amounts made available to the Paying Agent by
the Lenders and in like funds as received by the Paying Agent.

    (d) After giving effect to any Borrowing, there may
not be more than six different Interest Periods in effect for
all Dollar Term A Loans, six different Interest Periods in
effect for all Euro Term A Loans, six different Interest
Periods in effect for all Term B Loans and eight different
Interest Periods in effect for all Revolving Loans.

    (e) ABR Loans shall only be made in U.S. Dollars.

    2.4.        Conversion and Continuation Elections for
Borrowings.  (a)  Either Borrower may, upon irrevocable written
notice to the Paying Agent in accordance with subsection 2.4(b)
with respect to Loans made to it:

    (i) elect, as of any Business Day in the case of ABR
Loans, or as of the last day of the applicable Interest
Period, in the case of Offshore U.S. Dollar Loans, to
convert any such Loans (or any part thereof in an amount
not less than the Minimum Loan) into Loans in U.S. Dollars
of the other Type; or

    (ii) elect, as of the last day of the applicable
Interest Period, to continue any Loans having Interest
Periods expiring on such day (or any part thereof in an
amount not less than the Minimum Loan);

provided, however, that if at any time the aggregate amount of
Offshore U.S. Dollar Loans in respect of any Borrowing is
reduced, by payment, prepayment or conversion of part thereof,
to be less than the Minimum Loan, such Offshore U.S. Dollar
Loans shall automatically convert into ABR Loans, and on and
after such date the right of the Applicable Borrower to
continue such Loans as, and convert such Loans into, Offshore
U.S. Dollar Loans shall terminate unless and until such Loans
are increased, by additional Borrowings or Conversions, to be
at least the Minimum Loan.

    (b) The Applicable Borrower shall deliver a Notice
of Conversion/Continuation to be received by the Paying Agent
not later than (i) 10:00 a.m. (London, England time), three
Business Days prior to the Conversion/Continuation Date, if the
Loans are to be continued as Offshore Currency Loans;
(ii) 10:00 a.m. (New York City time), three Business Days prior
to the Conversion/Continuation Date, if the Loans are to be
converted into or continued as Offshore U.S. Dollar Loans; and
(iii) 10:00 a.m. (New York City time), one Business Day prior
to the Conversion/Continuation Date, if the Loans are to be
converted into ABR Loans, and in each case not more than five
Business Days prior to the Conversion/Continuation Date,
specifying:

(A)     the proposed Conversion/Continuation Date;

(B)     the aggregate amount and Type of Loans to be con-
verted or continued;

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

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

    (c) If upon the expiration of any Interest Period
applicable to Offshore U.S. Dollar Loans, the Applicable
Borrower has failed to select timely a new Interest Period to
be applicable to such Offshore U.S. Dollar Loans, the
Applicable Borrower shall be deemed to have elected to convert
such Offshore U.S. Dollar Loans into ABR Loans effective as of
the expiration date of such Interest Period.  If the Applicable
Borrower has failed to select a new Interest Period to be
applicable to Offshore Currency Loans by the applicable time on
the third Business Day in advance of the expiration date of the
current Interest Period applicable thereto as provided in
subsection 2.4(b), the Applicable Borrower shall be deemed to
have elected to continue such Offshore Currency Loans on the
basis of a one month Interest Period.

    (d) The Paying Agent will promptly notify each
Lender of its receipt of a Notice of Conversion/Continuation
pursuant to this Section 2.4, or, if no timely notice is
provided by the Applicable Borrower, the Paying Agent will
promptly notify each Lender of the details of any automatic
conversion.  All conversions and continuations shall be made
ratably according to the respective outstanding principal
amounts of the Loans held by each Lender with respect to which
the notice was given.

    (e) Unless the Required Lenders otherwise agree or
otherwise as permitted hereby, during the existence of an Event
of Default or Unmatured Event of Default, no Applicable
Borrower may elect to have a Loan converted into an Offshore
U.S. Dollar Loan or continued as a LIBOR Loan.

    (f) After giving effect to any conversion or
continuation of Loans, there may not be more than six different
Interest Periods in effect for all Dollar Term A Loans, six
different Interest Periods in effect for all Euro Term A Loans,
four different Interest Periods in effect for all Term B Loans,
and eight different Interest Periods in effect for all
Revolving Loans.

    2.5. Utilization of Commitments in Offshore
Currencies.  (a)  The Paying Agent will determine the Dollar
Equivalent amount with respect to:

    (i) any Borrowing comprised of Offshore Currency
Loans three Business Days prior to the requested Borrowing
Date,

    (ii) any Issuance of an Offshore Currency Letter of
Credit for the account of any Borrower as of the requested
Issuance Date,

    (iii) any drawing under a Letter of Credit Issued for
the account of any Borrower in an Offshore Currency as of
the related Honor Date,

    (iv) all outstanding Offshore Currency Loans, plus
the Effective Amount of all L/C Obligations under Letters
of Credit Issued for the account of any Borrower as of the
last Business Day of each month and as of any other date
selected by the Paying Agent,

    (v) any ABR Loan to be made in lieu of an Offshore
Currency Loan pursuant to subsection 2.5(b) as of the
Business Day prior to the proposed Borrowing Date,

    (vi) the aggregate sum (without duplication) of the
amount of all Offshore Currency Loans, plus the Effective
Amount of all L/C Obligations of the Borrowers, plus all
Swing Line Loans, immediately prior to and after giving
effect to any Revolving Loan made under Section 2.18 as of
the proposed date of the making of any such Revolving
Loan,

    (vii) the aggregate sum of the amount of all Offshore
Currency Loans, plus the Effective Amount of all L/C
Obligations of the Borrowers immediately prior to and
after giving effect to any Revolving Loan made under
Section 3.3 as of the proposed date of the making of any
such Revolving Loan,

    (viii) any outstanding Offshore Currency Loan as of any
redenomination date pursuant to this Section 2.5 or
Section 4.5, and

    (ix) all Offshore Currency Loans, plus the Effective
Amount of all L/C Obligations on any date on which the
Revolving Commitments are reduced pursuant to Section 2.6.

    (b) In the case of a proposed Borrowing under the
Revolving Facility comprised of Offshore Currency Loans, in the
event that any Revolving Lender gives notice to the Paying
Agent not later than 10:00 a.m. (London, England time) one
Business Day prior to the proposed Borrowing Date that it is
unable to fund Offshore Currency Revolving Loans at a
reasonable cost to it, such Lender shall make its Pro Rata
Share of the proposed Borrowing as an ABR Loan in the Dollar
Equivalent amount of the amount it otherwise would have made in
such Offshore Currency; provided, however, that the Lenders
shall be under no obligation to make Offshore Currency Loans in
the requested Offshore Currency as part of such Borrowing if
the Paying Agent has received notice from the Required
Revolving Lenders by 10:00 a.m. (London, England time), two
Business Days prior to the day of such Borrowing, that the
Required Revolving Lenders cannot provide Loans in the
requested Offshore Currency, in which event the Paying Agent
will promptly give notice to the Applicable Borrower that the
Borrowing in the requested Offshore Currency is not then
available, and notice thereof also will be given promptly by
the Paying Agent to the Lenders.  If the Paying Agent shall
have so notified the Applicable Borrower that, pursuant to any
such notice from the Required Revolving Lenders, any such
Borrowing in a requested Offshore Currency is not then
available, such Borrower may, by notice to the Paying Agent not
later than 10:00 a.m. (London, England time) on the Business
Day prior to the requested date of such Borrowing, withdraw the
Notice of Borrowing relating to such requested Borrowing.  If
the Applicable Borrower does so withdraw such Notice of
Borrowing, the Borrowing requested therein shall not occur and
the Paying Agent will promptly so notify each Lender.  If the
Applicable Borrower does not so withdraw such Notice of
Borrowing, the Paying Agent will promptly so notify each Lender
and such Notice of Borrowing shall be deemed to be a Notice of
Borrowing that requests a Borrowing comprised of ABR Loans in
an aggregate amount equal to the Dollar Equivalent of the
amount of the originally requested Borrowing in the Notice of
Borrowing (however, not in excess of the aggregate Available
Revolving Commitment of all Revolving Lenders at such time);
and in such notice by the Paying Agent to each Lender the
Paying Agent will state such aggregate amount of such Borrowing
in U.S. Dollars and such Lender's Pro Rata Share thereof.

    (c) In the case of a proposed continuation of
Offshore Currency Loans under the Revolving Facility for an
additional Interest Period pursuant to Section 2.4, in the
event that any Revolving Lender gives notice to the Paying
Agent that it is unable to continue Offshore Currency Revolving
Loans at a reasonable cost to it, such Lender's Loans in such
Offshore Currency shall be repaid on the last day of the
current Interest Period; provided, however, that the Lenders
shall be under no obligation to continue such Offshore Currency
Loans if the Paying Agent has received notice from the Required
Revolving Lenders by 10:00 a.m. (London, England time), three
Business Days prior to the day of such continuation, that such
Lenders cannot continue to provide Loans in the relevant
Offshore Currency, in which event the Paying Agent will
promptly give notice to the Applicable Borrower that the
continuation of such Offshore Currency Loans in the relevant
Offshore Currency is not then available, and notice thereof
also will be given promptly by the Paying Agent to the Lenders.
If the Paying Agent shall have so notified the Applicable
Borrower that, pursuant to such notice from the Required
Revolving Lenders, any such continuation of Offshore Currency
Loans is not then available, any Notice of Continua-
tion/Conversion with respect thereto shall be deemed withdrawn
and such Offshore Currency Loans shall be repaid on the last
day of the Interest Period with respect to such Offshore Cur-
rency Loans.

    (d) Notwithstanding anything herein to the contrary
and in addition to the rights of the Lenders pursuant to
Section 2.10(c), during the existence of an Event of Default,
upon the request of the Required Revolving Lenders (in the case
of clause (i) of this subsection), the Lenders holding more
than 50% of the Dollar Term A Loans (in the case of clause (ii)
of this subsection), the Lenders holding more than 50% of the
Euro Term A Loans (in the case of clause (iii) of this
subsection), or the Lenders holding more than 50% of the Term B
Loans (in the case of clause (iv) of this subsection), (i) all
or any part of any outstanding LIBOR Loans under the Revolving
Facility shall be redenominated (if not Offshore U.S. Dollar
Loans) and converted into ABR Loans with effect from the last
day of the Interest Period with respect to such LIBOR Loans,
(ii) at the end of the current Interest Period therefor, each
Dollar Term A Loan shall not be continued for any Interest
Period but instead shall bear interest at a rate per annum
equal to the Applicable Margin for Dollar Term A Loans, plus
the Alternate Base Rate from time to time in effect, (iii) at
the end of the current Interest Period therefor, each Euro Term
A Loan shall not be continued for any Interest Period but
instead shall bear interest at a rate per annum equal to the
Applicable Margin for Euro Term A Loans, plus the Overnight
Rate for Euros from time to time in effect or such other rate
as may be agreed to by U.S. Borrower and the Lenders holding
more than 50% of the Euro Term A Loans and specified to the
Paying Agent, and (iv) at the end of the current Interest
Period therefor, each Term B Loan shall not be continued for
any Interest Period but instead shall bear interest at a rate
per annum equal to the Applicable Margin for Term B Loans, plus
the Alternate Base Rate from time to time in effect.  The
Paying Agent will promptly notify the Applicable Borrower of
any request pursuant to the foregoing sentence.

    (e) Subject to subsection 2.1(b), the Borrowers
shall be entitled, in addition to requesting Revolving Loans in
Euros and pounds sterling as permitted by subsection 2.1(b), to
request that Revolving Loans hereunder also be permitted to be
made in any other lawful currency constituting a eurocurrency
that in the opinion of the Required Revolving Lenders is at
such time freely traded in the offshore interbank foreign ex-
change markets and is freely transferable and freely
convertible into U.S. Dollars (an "Agreed Alternative Cur-
rency").  The Applicable Borrower shall deliver to the Paying
Agent any request for designation of an Agreed Alternative
Currency not later than 10:00 a.m. (London, England time), at
least ten Business Days in advance of the date of any Borrowing
hereunder proposed to be made in such Agreed Alternative
Currency.  Upon receipt of any such request the Paying Agent
will promptly notify the Revolving Lenders thereof, and each
Lender will use commercially reasonable efforts to respond to
such request within two Business Days of receipt thereof.  If
the Paying Agent has not received any response from a Revolving
Lender by the end of the day four Business Days prior to the
date of Borrowing to be made in such Agreed Alternative
Currency, the Paying Agent shall conclusively presume the
assent of such Lender.  Each Revolving Lender may grant or
accept such request in its sole discretion.  Acceptance of the
request shall require the affirmative or deemed assent of all
of the Revolving Lenders.  The Paying Agent will promptly
notify the Applicable Borrower of the acceptance or rejection
of any such request.

2.6.    Reduction or Termination of Commitments.
(a)  The Borrowers may, upon not less than five Business Days'
prior notice to the Paying Agent, terminate the Commitments in
any Facility, or permanently reduce the Commitments in any
Facility by an aggregate amount equal to the Dollar Equivalent
of U.S. $1,000,000 or a higher integral multiple of
U.S. $1,000,000; unless, in the case of the Revolving Facility,
after giving effect thereto and to any prepayments of the
Revolving Loans made on the effective date of such termination
or reduction, the then outstanding principal Dollar Equivalent
amount of all Revolving Loans, plus (without duplication) the
Effective Amount of all L/C Obligations together would exceed
the amount of the combined Revolving Commitments of all
Revolving Lenders then in effect.  U.S. Borrower may, upon not
less than five Business Days' prior notice to the Paying Agent
and the Swing Line Lender, terminate or permanently reduce the
Swing Line Commitment; unless, after giving effect thereto and
to any prepayment of the Swing Line Loans made on the effective
date of such termination or reduction, the then outstanding
amount of all Swing Line Loans would exceed the amount of the
Swing Line Commitment then in effect.

(b)     The aggregate amount of the Revolving
Commitments shall be automatically and permanently terminated
on the Termination Date.

(c)     Once reduced in accordance with this Section,
the Commitments may not be increased or reinstated.  Any
reduction of the Commitments in any Facility shall be applied
pro rata to each Lender's Commitment in such Facility.  All
accrued Commitment Fees and accrued but unpaid interest in
respect of any Facility to, but not including, the effective
date of any reduction or termination of Commitments in such
Facility shall be paid on the effective date of such reduction
or termination.

2.7.    Prepayments and Mandatory Commitment Reductions.
(a)  Within five Business Days after the date on which the
applicable Company receives notice of collection by the Paying
Agent of the applicable Net Cash Proceeds from any Taking or
Destruction or loss of title to any Collateral or Intercompany
Collateral delivered to it as loss payee in accordance with the
provisions of the applicable Security Document or Intercompany
Security Document, a Dollar Equivalent amount equal to 100% of
such Net Cash Proceeds shall be applied as set forth in
subsection 2.7(f); provided, however, that (i) so long as no
Event of Default or Unmatured Event of Default then exists,
such proceeds shall not be required to be so applied on such
date to the extent that the Borrowers have delivered an
Officers' Certificate to the Paying Agent on or prior to such
date stating that such Net Cash Proceeds shall be used to
replace or restore (in accordance with the procedures of the
applicable Security Document or Intercompany Security Document)
any properties or assets in respect of which such proceeds were
paid or to invest in assets or property constituting Collateral
(with respect to any such event regarding Collateral of any
Company) or Intercompany Collateral (with respect to any such
event regarding Intercompany Collateral of any Foreign
Subsidiary) (in accordance with the procedures set forth in the
applicable Security Document or Intercompany Security Documents
and in compliance with Section 7.15) within 360 days following
the date of the receipt of such proceeds (which certificate
shall set forth the estimates of the proceeds to be so
expended), (ii) any and all replacement or restored property
and assets shall constitute Additional Collateral and shall be
made subject to the Lien of the Domestic Security Documents or
Foreign Security Documents or Intercompany Security Documents,
as the case may be, in accordance with the provisions of
Section 7.15, (iii) such Net Cash Proceeds shall be deposited
and maintained in the Collateral Account and applied in the
manner contemplated in the U.S. Borrower Guarantee and Security
Agreement, and (iv) if all or any portion of such Net Cash
Proceeds not so applied pursuant to clause (i) is not so used
within such 360-day period, such remaining portion shall be
applied on the last day of such period (or the next preceding
Business Day if such last day is not a Business Day) as set
forth in subsection 2.7(f); the Borrowers hereby covenant and
agree that they shall not, and shall not cause or permit any
Subsidiary to, reinvest any such Net Cash Proceeds other then
as stated in such Officers' Certificate.

(b)     Within 90 days after the end of each fiscal year
of U.S. Borrower ending on or after October 31, 2001, a Dollar
Equivalent amount equal to 50% of Excess Cash Flow for such
fiscal year shall be applied as set forth in subsection 2.7(f).

(c) (i) Within five Business Days after the receipt
by any Company of Net Cash Proceeds from any Asset Sale, a
Dollar Equivalent amount equal to 100% of such Net Cash
Proceeds shall be applied as set forth in subsection
2.7(f); provided, however, that (i) so long as no Event of
Default or Unmatured Event of Default then exists, such
proceeds shall not be required to be so applied on such
date to the extent that the Borrowers have delivered an
Officers' Certificate to the Paying Agent on or prior to
such date stating that such Net Cash Proceeds shall be
invested in assets or property and, if such Asset Sale is
of Collateral, such asset or property acquired by such
investment shall be U.S. Borrower Security Agreement
Collateral, Domestic Security Agreement Collateral or
Domestic Mortgaged Property, as the case may be (with
respect to any Asset Sale of Collateral by any Company),
or Foreign Security Agreement Collateral (with respect to
any Asset Sale of Collateral by any Foreign Subsidiary)
and shall be made subject to the Lien of the Domestic
Security Documents, as the case may be, in accordance with
Section 7.15 within 360 days following the date of such
Asset Sale (which certificate shall set forth the
estimates of the proceeds to be so expended) (and, in the
case of any Asset Sale of Timber Assets, such reinvestment
shall be limited solely to timberlands), (ii) such Net
Cash Proceeds shall be deposited and maintained in the
Collateral Account and applied in the manner contemplated
in the U.S. Borrower Guarantee and Security Agreement, and
(iii) if all or any portion of such Net Cash Proceeds not
so applied pursuant to clause (i) is not so used as
described in such Officers' Certificate within such 360-
day period, such remaining portion shall be applied on the
last day of such period (or the next preceding Business
Day if such last day is not a Business Day) as set forth
in subsection 2.7(f); the Borrowers hereby covenant and
agree that they shall not, and shall not cause or permit
any Subsidiary to, reinvest any such Net Cash Proceeds
other then as stated in such Officers' Certificate.

(ii) Within five Business Days after the receipt by
any Company of any cash recovery pursuant to any purchase
price adjustment or as a direct or indirect result of any
action, suit, proceeding or settlement in respect of any
default or breach of any provision of the Van Leer
Acquisition Agreement (other than any such cash received
as a result of any loss, cost or expense paid or payable
by any Company to any third party in connection with such
recovery), a Dollar Equivalent amount equal to 100%
thereof shall be applied as set forth in subsection
2.7(f).

(d)     Concurrently with the receipt of any Net Cash
Proceeds from the issuance or incurrence of any Indebtedness by
any Company (other than any Indebtedness permitted by
Section 8.5, except subsections 8.5(i) and (m)), a Dollar
Equivalent amount equal to 100% of such Net Cash Proceeds shall
be applied as set forth in subsection 2.7(f) (it being
understood that any issuance of any Indebtedness convertible
into or exchangeable or exercisable for Equity Interests of
U.S. Borrower shall be subject to this subsection 2.7(d) and
not subsection 2.7(e) below).

(e)     Concurrently with the receipt of any Net Cash
Proceeds from any capital contribution to U.S. Borrower or from
the issuance or sale of any Equity Interests of U.S. Borrower
or any other direct or indirect parent of U.S. Borrower
(excluding an amount not to exceed an aggregate since the
Closing Date of U.S. $20,000,000 of proceeds from any such
issuance and excluding the proceeds of issuances under stock op-
tion or similar plans to officers, directors, management and
employees), a Dollar Equivalent amount equal to 50% of such Net
Cash Proceeds shall be applied as set forth in subsection
2.7(f) (it being understood that any issuance of any
Indebtedness convertible into or exchangeable or exercisable
for Equity Interests of U.S. Borrower shall not be subject to
this subsection 2.7(e) but instead shall be subject to
subsection 2.7(d) above).

(f)     The amounts required by subsections (a)-(e) of
this Section 2.7 shall first be applied pro rata among the Term
Loan Facilities (based on the Dollar Equivalent amount of the
then remaining Loans under each such Facility) and, as to each
Term Loan Facility, pro rata to the remaining Amortization
Payments under such Term Loan Facility as set forth in the
relevant subsection of Section 2.9.  Subject to subsection
2.10(b), all prepayments of Term Loans shall be made together
with all accrued interest thereon and any amounts required by
Section 4.4, and all such payments shall be applied to the
payment of interest and such Section 4.4 amounts before
application to principal.  The Revolving Commitments shall be
reduced in an amount equal to the Net Cash Proceeds of any
Permitted Receivables Transaction on the date of consummation
thereof.   Notwithstanding the foregoing, any holder of Term B
Loans may, to the extent that Term A Loans are then outstanding
after giving effect to any then applicable prepayment, elect
not to have mandatory prepayments applied to such holder's Term
B Loans, in which case the aggregate amount so declined shall
be applied to the Term A Loans pro rata (based on the Dollar
Equivalent amount of the then remaining Loans under each such
Facility) and to the Amortization Payments remaining thereunder
pro rata.  To the extent that the amount to be applied to the
prepayment of Term Loans exceeds the aggregate amount of Term
Loans then outstanding, the Revolving Commitments shall be per-
manently reduced by the Dollar Equivalent amount of such
excess.

(g)     Subject to Section 4.4, any Applicable Borrower
may, at any time or from time to time, ratably prepay, without
premium or penalty, Loans under the Revolving Facility or under
the Term Loan Facilities in whole or in part, in an aggregate
Dollar Equivalent principal amount of at least U.S. $1,000,000
and a higher integral multiple of 1,000,000 units of the
Applicable Currency.  The Applicable Borrower shall deliver a
notice of prepayment in accordance with Section 11.2 to be
received by the Paying Agent not later than (i) 10:00 a.m.
(London, England time), three Business Days in advance of the
prepayment date, if the Loans to be prepaid are LIBOR Loans,
and (ii) 10:00 a.m. (New York City time), one Business Day
prior to the prepayment date, if the Loans to be prepaid are
ABR Loans (and in each case on not more than five Business
Days' prior notice).  Such notice of prepayment shall specify
the date and amount of such prepayment and whether such pre-
payment is of ABR Loans, LIBOR Loans, or any combination
thereof, whether Revolving Loans or Term Loans are being
prepaid and the Applicable Currency.  Such notice shall not
thereafter be revocable by the Applicable Borrower.  The Paying
Agent will promptly notify each Lender thereof and of such
Lender's Pro Rata Share of such prepayment.  If such notice is
given by any Applicable Borrower, such Applicable Borrower
shall make such prepayment and the payment amount specified in
such notice shall be due and payable on the date specified
therein, together with accrued interest to each such date on
the amount prepaid and any amounts required pursuant to Section
4.4.  Each such prepayment (if a prepayment of Term Loans)
shall be applied pro rata among the Term Loan Facilities (based
on the Dollar Equivalent amount of the then remaining amounts
of the Amortization Payments of the Term Loan Facilities) and,
as to each Term Loan Facility, pro rata to the then remaining
amounts of the Amortization Payments under such Term Loan
Facility, subject, however, to clause (iii) of subsection
2.7(h).  Notwithstanding the foregoing, any holder of Term B
Loans may, to the extent that Term A Loans are then outstanding
after giving effect to any then applicable prepayment, elect
not to have optional prepayments applied to such holder's Term
B Loans, in which case the aggregate amount so declined shall
be applied to the Term A Loans pro rata (based on the Dollar
Equivalent amount of the then remaining Loans under each such
Facility) and to the Amortization Payments remaining thereunder
pro rata.

(h)     With respect to each prepayment of Loans
pursuant to this Section 2.7, the Applicable Borrower may
designate the Types of Loans which are to be repaid and the
specific Borrowing(s) under the affected Facility pursuant to
which made; provided, however, that (i) LIBOR Loans made
pursuant to a specific Facility may be designated for
prepayment only on the last day of an Interest Period
applicable thereto unless all LIBOR Loans made pursuant to such
Facility with Interest Periods ending on such date of
prepayment and all ABR Loans made pursuant to such Facility
have been paid in full; (ii) if any prepayment of LIBOR Loans
made pursuant to a single Borrowing shall reduce the
outstanding Loans made pursuant to such Borrowing to an amount
less than the Minimum Loan, such Borrowing shall be immediately
converted into, if such Borrowing is Offshore U.S. Dollar
Loans, ABR Loans, and, if such Borrowing is Offshore Currency
Loans, Offshore Currency Loans having an Interest Period of one
month; and (iii) each repayment of any Loans made pursuant to a
Borrowing shall be applied pro rata among such Loans, unless an
Applicable Borrower shall have become obligated to make any
payment pursuant to Section 4.1, in which case such Applicable
Borrower may prepay the Loans held solely by the Lender or
Lenders to which it is obligated to make such payment.  In the
absence of a designation by the Applicable Borrower as
described in the preceding sentence, the Paying Agent shall,
subject to the above, make such designation in its sole
discretion with a view, but no obligation, to minimize funding
losses owing under Section 4.4.  Notwithstanding the foregoing,
if the amount of any prepayment of Loans required under this
Section 2.7 shall be in excess of the amount of the ABR Loans
at the time outstanding, only the portion of the amount of such
prepayment as is equal to the amount of such outstanding ABR
Loans shall be immediately prepaid and, at the election of the
Applicable Borrower, the balance of such required prepayment
shall be either (i) deposited in the Collateral Account and
applied to the prepayment of LIBOR Loans on the last day of the
then next-expiring Interest Period for LIBOR Loans (with all
interest accruing thereon for the account of U.S. Borrower
(subject to the reasonable fees of The Bank of Nova Scotia
relating to the administration of such account), or (ii)
prepaid immediately, together with any amounts owing to the
Lenders under Section 4.4.  Notwithstanding any such deposit in
the Collateral Account, interest shall continue to accrue on
such Loans until prepayment.

2.8.    Currency Exchange Fluctuations.  (a)  U.S.
Borrower will implement and maintain internal controls to
monitor the borrowings and repayments of Loans by the Loan
Parties and the issuance of and drawings under Letters of
Credit, with the object of preventing any request for a Credit
Extension that would result in the Aggregate Outstanding
Revolving Credit with respect to all of the Revolving Lenders
(including the Swing Line Lender) being in excess of the
aggregate Revolving Commitments then in effect and of promptly
(but in any event within 15 Business Days) identifying and
remedying any circumstance where, by reason of changes in
exchange rates, the Aggregate Outstanding Revolving Credit with
respect to all of the Revolving Lenders exceeds the aggregate
Revolving Commitments then in effect.

(b)     Subject to Section 4.4, if on any Computation
Date the Paying Agent shall have determined that the Aggregate
Outstanding Revolving Credit of all of the Revolving Lenders
exceeds the combined Revolving Commitments of all Revolving
Lenders by more than the Dollar Equivalent amount of
U.S. $7,500,000 due to a change in applicable rates of exchange
between U.S. Dollars, on the one hand, and Offshore Currencies,
on the other hand, then the Paying Agent shall give notice to
the Borrowers that a prepayment of Loans (or, if no Revolving
Credit Loans are outstanding, payment of unreimbursed drawings
under Letters of Credit, or if none thereof, Cash
Collateralization of outstanding Letters of Credit) is required
under this subsection, and the Borrowers agree if such excess
shall not have been prepaid within 30 days of such notice or
during such 30 days such excess has not been eliminated by
changes in currency exchange rates thereupon to make pre-
payments (by such repayment of Loans, payment of unreimbursed
drawings or Cash Collateralization) of their respective pro
rata portion of such excess (determined by reference to the
aggregate Dollar Equivalent amount of each Borrower's
outstanding Revolving Loans, plus (without duplication) the
Effective Amount of all L/C Obligations relative to the total
of such amounts for each Borrower) such that, after giving
effect to such prepayment (or payment or Cash Collateralization
and changes in currency exchange rates), the Aggregate
Outstanding Revolving Credit of all of the Revolving Lenders
does not exceed the combined Revolving Commitments of all Re-
volving Lenders.

2.9.    Repayment.  (a)  U.S. Borrower shall repay the
Dollar Term A Loans and the Euro Term A Loans on the Business
Day immediately prior to the payment dates set forth below in
the percentages of the aggregate outstanding principal amount
thereof on the Closing Date set forth below:

Payment Date                 Dollar Term A Loans          Euro Term A Loans
                                                    
July 31, 2001                2.5%                         2.5%
October 31, 2001             2.5%                         2.5%
January 31, 2002             2.5%                         2.5%
April 30, 2002               2.5%                         2.5%
July 31, 2002                3.75%                        3.75%
October 31, 2002             3.75%                        3.75%
January 31, 2003             3.75%                        3.75%
April 30, 2003               3.75%                        3.75%
July 31, 2003                5.0%                         5.0%
October 31, 2003             5.0%                         5.0%
January 31, 2004             5.0%                         5.0%
April 30, 2004               5.0%                         5.0%
July 31, 2004                6.25%                        6.25%
October 31, 2004             6.25%                        6.25%
January 31, 2005             6.25%                        6.25%
April 30, 2005               6.25%                        6.25%
July 31, 2005                7.5%                         7.5%
October 31, 2005             7.5%                         7.5%
January 31, 2006             7.5%                         7.5%
February 28, 2006            7.5%                         7.5%

(b)     U.S. Borrower shall repay the Term B Loans on
the Business Day immediately prior to the payment dates set
forth below in the installments set forth below:

                             Term B Loans
Payment Date                 (U.S. $)
                          
July 31, 2001                1,000,000
October 31, 2001             1,000,000
January 31, 2002             1,000,000
April 30, 2002               1,000,000
July 31, 2002                1,000,000
October 31, 2002             1,000,000
January 31, 2003             1,000,000
April 30, 2003               1,000,000
July 31, 2003                1,000,000
October 31, 2003             1,000,000
January 31, 2004             1,000,000
April 30, 2004               1,000,000
July 31, 2004                1,000,000
October 31, 2004             1,000,000
January 31, 2005             1,000,000
April 30, 2005               1,000,000
July 31, 2005                1,000,000
October 31, 2005             1,000,000
January 31, 2006             1,000,000
April 30, 2006               1,000,000
July 31, 2006                1,000,000
October 31, 2006             1,000,000
January 31, 2007             1,000,000
April 30, 2007               1,000,000
July 31, 2007                94,000,000
October 31, 2007             94,000,000
January 31, 2008             94,000,000
February 28, 2008            94,000,000

(c)     Each Amortization Payment as set forth above in
subsections 2.9(a) and (b) shall be automatically adjusted upon
application of any prepayment pursuant to Section 2.7.

(d)     Until the Revolving Loan Maturity Date, the
Borrowers shall from time to time immediately prepay the
Revolving Loans (and/or provide cover for L/C Obligations as
specified in subsection 2.9(e)) in such amounts as shall be
necessary so that at all times the Aggregate Outstanding
Revolving Credit of all of the Revolving Lenders shall not
(other than as a result of a change in currency exchange rates)
exceed the Revolving Commitments of all of the Revolving
Lenders, such amount to be applied, first, to Revolving Loans
outstanding and, second, as cover for L/C Obligations
outstanding as specified in subsection 2.9(e).

(e)     In the event that the Borrowers shall be
required pursuant to subsection 2.9(d) to provide cover for L/C
Obligations, the Borrowers shall effect the same by paying to
the Paying Agent immediately available funds in an amount equal
to the required amount (which amount shall be held in the
Collateral Account), which funds shall be retained by the
Paying Agent pursuant to the Collateral Account as collateral
security in the first instance for the L/C Obligations until
such time as all Letters of Credit shall have been terminated
and all of the L/C Obligations paid in full.

(f)     All outstanding Revolving Loans (including Swing
Line Loans) shall be repaid in full on the Revolving Loan
Maturity Date.

2.10. Interest.  (a)  Each Loan (other than any
Swing Line Loan) shall, except as otherwise provided herein,
bear interest on the outstanding principal amount thereof from
the applicable Borrowing Date at a rate per annum equal to the
LIBOR Rate or the Alternate Base Rate, as the case may be (and
subject to the Applicable Borrower's right to convert to the
other Type of Loans under Section 2.4), plus the Applicable
Margin.  Each Swing Line Loan shall bear interest at the rate
per annum equal to the then applicable Alternate Base Rate for
Revolving Loans, plus the Applicable Margin for Revolving Loans
that are ABR Loans.

(b) Interest on each Loan shall be paid in arrears
on each Interest Payment Date.  Interest shall also be paid on
the date of any prepayment of Loans pursuant to Section 2.7 for
the portion of the Loans so prepaid; provided, however, that in
the event that any Term Loans that are ABR Loans are prepaid
pursuant to Section 2.7, interest accrued on such Loans shall
be payable on the next succeeding Interest Payment Date there-
after (or at final maturity, if earlier).

(c) Notwithstanding subsections (a) and (b) of this
Section 2.10, if any amount of principal of or interest on any
Loan, or any other amount payable hereunder or under any other
Credit Document, is not paid in full when due (whether at
stated maturity, by acceleration, demand or otherwise), the
Applicable Borrower agrees, to the extent permitted by
applicable law, to compensate the Lenders for additional
administrative and other costs they will thereafter incur and
to pay interest on such unpaid principal or other amount from
the date such amount becomes due until the date such amount is
paid in full, after as well as before any entry of judgment
thereon, payable on demand, at a rate per annum equal to (i) in
the case of principal due in respect of any Loan prior to the
end of an Interest Period applicable thereto, the rate
otherwise applicable to such Loan, plus 2%, and (ii) in the
case of any other amount, (x) if such amount is payable in U.S.
Dollars, the Alternate Base Rate from time to time in effect,
plus the Applicable Margin (but not less than 0) for ABR Loans,
plus 2%, (y) if such amount is payable in Euros, the Overnight
Rate from time to time in effect, plus 2%, and (z) if such
amount is payable in a currency other than U.S. Dollars and
Euros, the Overnight Rate from time to time in effect, plus the
Applicable Margin for LIBOR Loans under the applicable Facility
from time to time in effect, plus 2%.

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

2.11. Fees.  In addition to certain fees described in Section 3.8:

(a) Arrangement Fees; Agency Fees.  U.S. Borrower
shall pay fees to the Lead Arranger as required by the
letter agreement between Merrill Lynch Capital Corporation
and U.S. Borrower dated January 24, 2001 (the "Fee
Letter").  U.S. Borrower shall pay fees to the Paying
Agent for the Paying Agent's own account as required by
the letter agreement between the Paying Agent and U.S.
Borrower dated February 27, 2001 (the "Administrative Fee
Letter").  All fees paid under the Fee Letter and the
Administrative Fee Letter shall be paid solely in U.S. Dol-
lars.

(b) Commitment Fees.  The Borrowers shall pay to the
Paying Agent for the account of each Revolving Lender a
facility fee computed at a rate per annum equal to the
Applicable Commitment Fee Percentage (the "Commitment
Fee") on the average daily amount of such Lender's unused
Revolving Commitment, computed on a quarterly basis in
arrears on the last Business Day of each calendar quarter.
Such Commitment Fee shall accrue from the Effective Date
to the earlier of the Termination Date and the date on
which the Revolving Commitments have been terminated in
full and shall be due and payable quarterly in arrears on
the last Business Day of each fiscal quarter (commencing
April 30, 2001) through the Termination Date or such
earlier date as the Revolving Commitments have been ter-
minated in full.  The Commitment Fee shall be paid solely
in U.S. Dollars.

2.12. Computation of Fees, Interest and Dollar
Equivalent Amount.  (a)  All computations of the Commitment Fee
shall be made on the basis of a year of 360 days and actual
days elapsed.  All other computations of interest and fees
shall be made on the basis of a 360-day year and actual days
elapsed, except that interest on ABR Loans shall be made on the
basis of a 365 or 366-day year, as the case may be, and the
actual number of days elapsed.  Interest and fees shall accrue
during each period during which interest or such fees are
computed from the first day thereof to the last day thereof.
If a Loan is repaid on the day on which it is made, one day's
interest shall accrue at the rate per annum applicable thereto
as determined in accordance with Section 2.10 shall be paid.

(b) Each determination of an interest rate or a
Dollar Equivalent amount by the Paying Agent shall be
conclusive and binding on each Applicable Borrower and the
Lenders in the absence of manifest error.  The Paying Agent
will, at the request of the Applicable Borrower or any Lender,
deliver to the Borrowers or such Lender, as the case may be, a
statement showing the calculations used by the Paying Agent in
determining any interest rate or Dollar Equivalent amount.

2.13. Payments by Each Applicable Borrower.
(a)  All payments to be made by each Applicable Borrower shall
be made without set-off, recoupment or counterclaim.  Except as
otherwise expressly provided herein, all payments by each
Applicable Borrower shall be made to the Paying Agent for the
account of the Lenders or at the Agent's Payment Office.
Except as otherwise expressly provided herein, all payments by
each Applicable Borrower (i) with respect to principal of,
interest on, and any other amount relating to any Offshore
Currency Loan, shall be made in the Offshore Currency in which
such Loan is denominated or payable, and (ii) with respect to
all other amounts payable hereunder, shall be made in U.S.
Dollars.  Such payments shall be made in Same Day Funds and
(x) in the case of Offshore Currency payments, no later than
such time on the dates specified herein as may be determined by
the Paying Agent (and advised in writing to each Applicable
Borrower) to be necessary for such payment to be credited on
such date in accordance with normal banking procedures in the
place of payment, and (y) in the case of any U.S. Dollar
payments, no later than 11:00 a.m. (New York City time) on the
date specified herein.  The Paying Agent will promptly
distribute to each Lender its Pro Rata Share of such payment
received by it for the account of the Lenders in like funds as
received.  Any payment received by the Paying Agent later than
the time specified in clause (x) or (y) above, as applicable,
shall be deemed to have been received on the following Business
Day, and any applicable interest or fee shall continue to
accrue.

(b) Whenever any payment is due on a day other than
a Business Day, such payment shall be made on the following
Business Day, and such extension of time shall be included in
the computation of interest or fees, as the case may be.

(c) Unless the Paying Agent receives notice from an
Applicable Borrower prior to the date on which any payment is
due to the Lenders that such Applicable Borrower will not make
such payment in full as and when required, the Paying Agent may
assume that such Applicable Borrower has made such payment in
full to the Paying Agent on such date in Same Day Funds, and
the Paying Agent may (but shall not be required to), in
reliance upon such assumption, distribute to each Lender on
such due date an amount equal to the amount then due such
Lender.  If and to the extent an Applicable Borrower has not
made such payment in full to the Paying Agent, each Lender
shall repay to the Paying Agent on demand such amount
distributed to such Lender, together with interest thereon at
(i) in the case of a payment in an Offshore Currency, the
Overnight Rate, or (ii) in the case of a payment in U.S.
Dollars, the U.S. Federal Funds Rate, in each case for each day
from the date such amount is distributed to such Lender until
the date repaid.

2.14.   Payments by the Lenders to the Paying
Agent.  (a)  Unless the Paying Agent receives notice from a
Lender on or prior to the Closing Date or, with respect to any
Borrowing after the Closing Date, at least one Business Day
prior to the date of such Borrowing, that such Lender will not
make available as and when required hereunder to the Paying
Agent for the account of the Applicable Borrower the amount of
that Lender's Pro Rata Share of the Borrowing, the Paying Agent
may assume that such Lender has made such amount available to
the Paying Agent in Same Day Funds on the Borrowing Date, and
the Paying Agent may (but shall not be required to), in
reliance upon such assumption, make available to the Applicable
Borrower on such date a corresponding amount.  If and to the
extent any Lender shall not have made its full amount available
to the Paying Agent in Same Day Funds and the Paying Agent in
such circumstances has made available to the Applicable Bor-
rower such amount, such Lender shall on the Business Day
following such Borrowing Date make such amount available to the
Paying Agent, together with interest at (i) in the case of a
payment in an Offshore Currency, the Overnight Rate, and
(ii) in the case of a payment in U.S. Dollars, at the U.S.
Federal Funds Rate, in each case for each day during such
period.  A notice of the Paying Agent submitted to any Lender
with respect to amounts owing under this subsection (a) shall
be conclusive, absent manifest error.  If such amount is so
made available, such payment to the Paying Agent shall
constitute such Lender's Loan on the date of Borrowing for all
purposes of this Agreement.  If such amount is not made
available to the Paying Agent on the Business Day following the
Borrowing Date, the Paying Agent will notify the Applicable
Borrower of such failure to fund and, upon demand by the Paying
Agent, the Applicable Borrower shall pay such amount to the
Paying Agent for the Paying Agent's account, together with
interest thereon for each day elapsed since the date of such
Borrowing at a rate per annum equal to the interest rate
applicable at the time to the Loans comprising such Borrowing.

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

2.15.   Adjustments.  If any Lender (a "Benefitted
Lender") shall at any time receive any payment of all or part
of the Obligations then due and owing to it, or receive any
collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in subsection 9.1(f) or (g), or
otherwise (except pursuant to Article IV)), in a greater
proportion than any such payment to or collateral received by
any other Lender, if any, in respect of the Obligations then
due and owing to such other Lender, such Benefitted Lender
shall purchase for cash from the other Lenders an interest (by
participation or assignment (each in accordance with Section
11.8) in such portion of each such other Lender's Obligations
owing to it, or shall provide such other Lenders with the
benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such Benefitted Lender to share the
excess payment or benefits of such collateral or proceeds
ratably (based upon Dollar Equivalent amounts) with each of the
Lenders; provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such
Benefitted Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such re-
covery, but without interest.  Each Borrower expressly consents
to the foregoing arrangement and agrees that any holder of a
participation in any such Loan or L/C Obligation, as the case
may be, so purchased and any other subsequent holder of a
participation in any Loan or L/C Obligation otherwise acquired
may exercise any and all rights of set-off (in all events
subject to Section 11.10) with respect to any and all monies
owing by such Borrower to that holder as fully as if that
holder were a holder of such a Loan or L/C Obligation in the
amount of the participation held by that holder.

2.16.   Swing Line Commitment.  Subject to the
terms and conditions of this Agreement, the Swing Line Lender
agrees to make loans to the Borrowers on a revolving basis
(each such loan, a "Swing Line Loan") from time to time on any
Business Day during the period from the Closing Date to the
Termination Date in an aggregate principal amount at any one
time outstanding not to exceed U.S. $30,000,000; provided, how-
ever, that the sum of the amount of the aggregate principal
amount of all outstanding Swing Line Loans, plus the aggregate
principal Dollar Equivalent amount of all other outstanding
Revolving Loans, plus (without duplication) the Effective
Amount of all L/C Obligations shall not at any time exceed the
Revolving Commitments of all Revolving Lenders.  All Swing Line
Loans shall be made and maintained as ABR Loans.

2.17.   Borrowing Procedures for Swing Line Loans.
The Borrower requesting a Swing Line Loan shall give written or
telephonic notice to the Swing Line Lender of each proposed
Borrowing pursuant to this Section 2.17 not later than 11:00
a.m. (local time) on the proposed Borrowing Date (promptly
followed within one Business Day by delivery of a written
notice).  Each such notice shall be effective upon receipt by
the Swing Line Lender and shall specify the Borrowing Date and
amount of Borrowing.  Unless the Swing Line Lender has received
written notice prior to 1:00 p.m. (N.Y. time) on the proposed
Borrowing Date from the Paying Agent or any Lender (or
otherwise has knowledge) that one or more of the conditions
precedent set forth in Article V with respect to such Borrowing
is not then satisfied, the Swing Line Lender shall pay over the
requested amount to the Borrower on the requested Borrowing
Date.  Each Swing Line Loan shall be made on a Business Day and
shall be in the amount of U.S. $500,000 and an integral
multiple of U.S. $250,000.

2.18.   Refunding of Swing Line Loans.  The Swing
Line Lender may, at any time in its sole and absolute
discretion, on behalf of the Applicable Borrower, with respect
to any Swing Line Loan (and each Borrower hereby irrevocably
directs the Swing Line Lender to act on its behalf), request
each Revolving Lender to make a Revolving Loan to the
Applicable Borrower in U.S. Dollars in an amount equal to such
Revolving Lender's Pro Rata Share of the principal amount of
the Swing Line Loans outstanding on the date such notice is
given.  Unless any of the events described in subsection 9.1(f)
or (g) shall have occurred (in which event the procedures of
Section 2.19 shall apply), and regardless of whether the
conditions precedent set forth in this Agreement to the making
of a Revolving Loan are then satisfied or the aggregate amount
of such Revolving Loans is not in the minimum or integral
amount otherwise required hereunder, each Revolving Lender
shall make the proceeds of its Revolving Loan available to the
Paying Agent for the account of the Swing Line Lender at the
office of the Paying Agent in New York prior to 11:00 a.m. (New
York City time) in Same Day Funds on the Business Day next
succeeding the date such notice is given.  The proceeds of such
Revolving Loans shall be immediately applied to repay the
outstanding Swing Line Loans of the Swing Line Lender.  All
Revolving Loans made pursuant to this Section 2.18 shall be
LIBOR Loans with an Interest Period of one month (but, subject
to the other provisions of this Agreement, may be continued as
LIBOR Loans with a different Interest Period).  No Revolving
Lender need make any Loan under this Section 2.18 unless the
Swing Line Loan has been made in accordance with subsection
2.16.  Notwithstanding any other provision of this Agreement,
if the Swing Line Lender shall have made Swing Line Loans such
that the amount of Swing Line Loans made and outstanding is in
excess of the Swing Line Commitment, no Lender shall have any
obligation to make a Revolving Loan with respect to such
excess.

2.19.   Participations in Swing Line Loans.
(a)  If an event described in subsection 9.1(f) or (g) occurs
(or for any reason the Revolving Lenders may not make Revolving
Loans pursuant to Section 2.18, other than as specified in the
last sentence thereof), each Revolving Lender will, upon notice
from the Paying Agent, purchase from the Swing Line Lender (and
the Swing Line Lender will sell to each such Revolving Lender)
an undivided participation interest in all outstanding Swing
Line Loans in an amount equal to its Pro Rata Share of the
outstanding principal amount of the Swing Line Loans of such
Swing Line Lender (and each Revolving Lender will immediately
transfer to the Paying Agent, for the account of the Applicable
Swing Line Lender, in immediately available funds, the amount
of its participation as if it were refunding such Swing Line
Loans pursuant to Section 2.18).

(b)     Whenever, at any time after the Swing Line
Lender has received payment for any Revolving Lender's
participation interest in the Swing Line Loans pursuant to
subsection 2.19(a), the Swing Line Lender receives any payment
on account thereof, such Swing Line Lender will distribute to
the Paying Agent for the account of such Revolving Lender its
participation interest in such amount (appropriately adjusted,
in the case of interest payments, to reflect the period of time
during which such Revolving Lender's participation interest was
outstanding and funded) in like funds as received; provided,
however, that in the event that such payment received by the
Swing Line Lender is required to be returned, such Revolving
Lender will return to the Paying Agent for the account of the
Swing Line Lender any portion thereof previously distributed by
the Swing Line Lender to it in like funds as such payment is
required to be returned by the Swing Line Lender.

(c)     Notwithstanding any other provision of this
Agreement, if the Swing Line Lender shall have made Swing Line
Loans such that the amount of Swing Line Loans made and
outstanding is in excess of the Swing Line Commitment, no
Lender shall have any obligation to purchase any participation
in the amount of such excess.

2.20.   Swing Line Participation Obligations
Unconditional.  (a)  Except as provided in Section 2.18 and
Section 2.19, each Revolving Lender's obligation to make
Revolving Loans pursuant to Section 2.18 and/or to purchase
participation interests in Swing Line Loans pursuant to Section
2.19 shall be absolute and unconditional and shall not be
affected by any circumstance whatsoever, including (i) any set-
off, counterclaim, recoupment, defense or other right which
such Revolving Lender may have against the Swing Line Lender,
any Loan Party or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of an Event of Default;
(iii) any adverse change in the condition (financial or
otherwise) of any Loan Party or any other Person; (iv) any
breach of this Agreement by any Loan Party or any other
Revolving Lender; (v) any inability of any Borrower to satisfy
the conditions precedent to borrowing set forth in this
Agreement on the date upon which any Swing Line Loan is to be
refunded or any participation interest therein is to be
purchased; or (vi) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

(b)     Notwithstanding the provisions of subsection
2.20(a), no Revolving Lender shall be required to make any
Revolving Loan to the Applicable Borrower to refund a Swing
Line Loan pursuant to Section 2.18 or to purchase a
participation interest in a Swing Line Loan pursuant to Section
2.19 if, prior to the making by the Swing Line Lender of such
Swing Line Loan, the Swing Line Lender received written notice
from such Revolving Lender specifying that such Revolving
Lender believes in good faith that one or more of the con-
ditions precedent to the making of such Swing Line Loan were
not satisfied and, in fact, such conditions precedent were not
satisfied at the time of the making of such Swing Line Loan;
provided, however, that the obligation of such Revolving Lender
to make such Revolving Loans and to purchase such participation
interests shall be reinstated upon the earlier to occur of
(i) the date on which such Revolving Lender notifies the Swing
Line Lender that its prior notice has been withdrawn and
(ii) the date on which all conditions precedent to the making
of such Swing Line Loan have been satisfied (or waived by the
Required Revolving Lenders, the Required Lenders or all
Lenders, as applicable).

2.21.   Conditions to Swing Line Loans.
Notwithstanding any other provision of this Agreement, the
Swing Line Lender shall not be obligated to make any Swing Line
Loan if an Event of Default or Unmatured Event of Default
exists or would result therefrom.

2.22.   Substitution of Lenders in Certain
Circumstances.  In the event that (x) S&P or Moody's shall,
after the date that any Person becomes a Lender, downgrade the
long-term certificate of deposit ratings of such Lender, and
the resulting ratings shall be below BBB- or Baa3,
respectively, or the equivalent or (y) any Revolving Lender
gives notice to the Paying Agent that it is unable to make,
convert or continue any Offshore Currency Loan pursuant to
subsection 2.5(b) or (c), then each Applicable Borrower or the
Paying Agent shall each have the right, but not the obligation,
upon notice to such Lender and the Paying Agent, to replace
such Lender with a financial institution (a "Substitute
Lender") acceptable to each Applicable Borrower and the Paying
Agent (such consents not to be unreasonably withheld or
delayed; provided, however, that no such consent shall be
required if the Substitute Lender is an existing Lender), and
upon any such downgrading of any Lender's long-term certificate
of deposit rating or the giving of such notice, each such
Lender hereby agrees to transfer and assign (in accordance with
and subject to the restrictions contained in Section 11.8) its
Commitments, Loans, Notes and other rights and obligations
under this Agreement and all other Credit Documents to such
Substitute Lender; provided, however, that (i) such assignment
shall be without recourse, representation or warranty (other
than that such Lender owns the Commitments, Loans, and Notes
being assigned, free and clear of any Liens) and (ii) the
purchase price paid by the Substitute Lender shall be in the
amount of such Lender's Loans and its Pro Rata Share of
outstanding L/C Obligations, together with all accrued and
unpaid interest and fees in respect thereof, plus all other
amounts (other than the amounts (if any) demanded and
unreimbursed under Sections 4.1, 4.3 and 4.4, which shall be
paid by each Applicable Borrower) owing to such Lender
hereunder.  Upon any such termination or assignment, such
Lender shall cease to be a party hereto but shall continue to
be entitled to the benefits of any provisions of this Agreement
which by their terms survive the termination of this Agreement.

                          ARTICLE III

                     THE LETTERS OF CREDIT

3.1. The Letter of Credit Subfacility.  (a)  On the
terms and conditions set forth herein, (i) the L/C Lender
agrees, (A) from time to time on any Business Day during the
period from the Closing Date to the Termination Date, to issue
Letters of Credit (including irrevocable standby letters of
credit) for the account of any Borrower (or, if a Letter of
Credit is for the account of a Subsidiary, jointly for the
account of the applicable Borrower and such Subsidiary) and to
amend or renew Letters of Credit previously issued by it, in
accordance with subsections 3.2(c) and 3.2(d), and (B) to honor
properly drawn drafts under the Letters of Credit; and (ii) the
Revolving Lenders severally agree to participate in Letters of
Credit Issued for the accounts of the Borrowers (including any
Letter of Credit issued jointly for the account of a Borrower
and any Subsidiary); provided, however, that the L/C Lender
shall not be obligated to Issue, and no Lender shall be
obligated to participate in, any Letter of Credit if as of the
date of Issuance of such Letter of Credit (the "Issuance Date")
with respect to any Issuance for the account of any Borrower
(or jointly for the account of a Borrower and a Subsidiary),
(1) the Effective Amount of all L/C Obligations, plus (without
duplication) the outstanding principal Dollar Equivalent amount
of all Revolving Loans exceeds the combined Revolving
Commitments of all Revolving Lenders, (2) the participation of
such Revolving Lender in the Effective Amount of all L/C
Obligations, plus (without duplication) the outstanding
principal Dollar Equivalent amount of the Revolving Loans of
such Revolving Lender, plus such Revolving Lender's Pro Rata
Share of all outstanding Swing Line Loans exceeds such
Revolving Lender's Revolving Commitment, or (3) the Effective
Amount of all L/C Obligations exceeds the L/C Commitment.
Within the foregoing limits, and subject to the other terms and
conditions hereof, the Borrowers' ability to obtain Letters of
Credit shall be fully revolving, and, accordingly, the
Borrowers may, during the foregoing period, obtain Letters of
Credit to replace Letters of Credit which have expired or which
have been drawn upon and reimbursed.  Letters of Credit may be
denominated in U.S. Dollars or Offshore Currencies.

(b)     The L/C Lender is under no obligation to Issue
any Letter of Credit if:  (i) any order, judgment or decree of
any Governmental Authority or arbitrator shall by its terms
purport to enjoin or restrain the L/C Lender from Issuing such
Letter of Credit, or any Requirement of Law applicable to the
L/C Lender or any request or directive (whether or not having
the force of law) from any Governmental Authority with
jurisdiction over the L/C Lender shall prohibit, or request
that the L/C Lender refrain from, the Issuance of letters of
credit generally or such Letter of Credit in particular or
shall impose upon the L/C Lender with respect to such Letter of
Credit any restriction, reserve or capital requirement (for
which the L/C Lender is not otherwise compensated hereunder)
not in effect on the Closing Date, or shall impose upon the L/C
Lender any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which the L/C Lender in good
faith deems material to it; (ii) the L/C Lender has received
written notice from any Lender, the Paying Agent or either
Borrower, on or prior to the Business Day prior to the
requested date of Issuance of such Letter of Credit, that one
or more of the applicable conditions contained in Article V is
not then satisfied; (iii) the expiry date of any requested
Letter of Credit is (A) more than twelve months after the date
of such Issuance for standby Letters of Credit or more than 180
days after the date of such issuance for commercial
documentation Letters of Credit, unless the Required Revolving
Lenders have approved such expiry date in writing; provided,
however, that any standby Letter of Credit may be automatically
extendible for periods of up to one year so long as no Event of
Default or Unmatured Event of Default then exists and such
Letter of Credit provides that the L/C Lender retains an option
reasonably satisfactory to the L/C Lender, to terminate such
Letter of Credit prior to each extension date, or (B) after the
fifth Business Day prior to the Termination Date, unless all of
the Revolving Lenders have approved such expiry date in
writing; (iv) any requested Letter of Credit does not provide
for drafts, or is not otherwise in form and substance
reasonably acceptable to the L/C Lender, or the Issuance of a
Letter of Credit shall violate any applicable policies of the
L/C Lender; (v) such Letter of Credit is denominated in a
currency other than U.S. Dollars or an Offshore Currency; or
(vi) an Event of Default or Unmatured Event of Default has
occurred and is continuing.

3.2.    Issuance, Amendment and Renewal of Letters of
Credit.  (a)  Each Letter of Credit (other than an Existing
Letter of Credit) shall be Issued upon the irrevocable written
request of the Applicable Borrower received by the L/C Lender
(with a copy sent by the Applicable Borrower to the Paying
Agent) at least three Business Days (or such shorter time as
the L/C Lender may agree in a particular instance in its sole
discretion) prior to the proposed date of Issuance.  Each such
request for Issuance of a Letter of Credit shall be by fac-
simile, confirmed in an original writing, in the form of an L/C
Application, and shall specify in form and detail reasonably
satisfactory to the L/C Lender:

(i)    the proposed date of Issuance of the Letter of
       Credit (which shall be a Business Day);

(ii)   the face amount of the Letter of Credit and the
       Applicable Currency;
(iii)  the expiry date of the Letter of Credit;

(iv)   the name and address of the beneficiary thereof;

(v)    the documents to be presented by the beneficiary
       of the Letter of Credit in case of any drawing thereunder;

(vi)    the full text of any certificate to be presented
       by the beneficiary in case of any drawing thereunder;

(vii)  the type of Letter of Credit; and

(viii) such other matters as the L/C Lender may reasonably require.

(b)     At least two Business Days prior to the Issuance
of any Letter of Credit, the L/C Lender will confirm with the
Paying Agent (by telephone or in writing) that the Paying Agent
has received a copy of the L/C Application or L/C Amendment
Application from the Applicable Borrower and, if not, the L/C
Lender will provide the Paying Agent with a copy thereof.
Unless the L/C Lender has received, on or before the Business
Day immediately preceding the date the L/C Lender is to Issue a
requested Letter of Credit, (A) notice from the Paying Agent
directing the L/C Lender not to Issue such Letter of Credit
because such Issuance is not then permitted under subsection
3.1(a) as a result of the limitations set forth in clauses (1)
through (3) thereof, or (B) a notice described in subsection
3.1(b)(ii), then, subject to the terms and conditions hereof,
the L/C Lender shall, on the requested date, Issue a Letter of
Credit for the account of the Applicable Borrower (or jointly
for the account of the Applicable Borrower and the applicable
Subsidiary) in accordance with the L/C Lender's usual and
customary business practices.

(c)     From time to time while a Letter of Credit is
outstanding and prior to the Termination Date, the L/C Lender
will, upon the written request of the Applicable Borrower
received by the L/C Lender (with a copy sent by the Applicable
Borrower to the Paying Agent) at least three days (or such
shorter time as the L/C Lender may agree in a particular
instance in its sole discretion) prior to the proposed date of
amendment, amend any Letter of Credit Issued by it.  Each such
request for amendment of a Letter of Credit shall be made by
facsimile, confirmed immediately in an original writing, made
in the form of an L/C Amendment Application and shall specify
in form and detail reasonably satisfactory to the L/C Lender:
(i) the Letter of Credit to be amended; (ii) the proposed date
of amendment of the Letter of Credit (which shall be a Business
Day); (iii) the nature of the proposed amendment; and (iv) such
other matters as the L/C Lender may reasonably require.  The
L/C Lender shall be under no obligation to, and shall not,
amend any Letter of Credit if:  (A) the L/C Lender would have
no obligation at such time to Issue such Letter of Credit in
its amended form under the terms of this Agreement; or (B) the
beneficiary of any such Letter of Credit does not accept the
proposed amendment to the Letter of Credit.  The Paying Agent
will promptly notify the Revolving Lenders of the receipt by it
of any L/C Application or L/C Amendment Application.

(d)     The L/C Lender and the Revolving Lenders agree
that, while a standby Letter of Credit is outstanding and prior
to the Termination Date, at the option of the Applicable
Borrower and upon the written request of the Applicable
Borrower received by the L/C Lender (with a copy sent by the
Applicable Borrower to the Paying Agent) at least three
Business Days (or such shorter time as the L/C Lender may agree
in a particular instance in its sole discretion) prior to the
proposed date of notification of renewal, the L/C Lender shall
be entitled to authorize the automatic renewal of any Letter of
Credit Issued by it.  Each such request for renewal of a Letter
of Credit shall be made by facsimile, confirmed in an original
writing, in the form of an L/C Amendment Application, and shall
specify in form and detail reasonably satisfactory to the L/C
Lender:  (i) the standby Letter of Credit to be renewed;
(ii) the proposed date of notification of renewal of the Letter
of Credit (which shall be a Business Day not more than 60 days
prior to the expiry date of the Letter of Credit being re-
newed); (iii) the revised expiry date of the Letter of Credit;
and (iv) such other matters as the L/C Lender may reasonably
require.  The L/C Lender shall be under no obligation so to
renew any Letter of Credit and shall not do so if:  (A) the L/C
Lender would have no obligation at such time to Issue or amend
such Letter of Credit in its renewed form under the terms of
this Agreement; or (B) the beneficiary of any such Letter of
Credit does not accept the proposed renewal of the Letter of
Credit.  If any outstanding Letter of Credit shall provide that
it shall be automatically renewed unless the beneficiary
thereof receives notice from the L/C Lender that such Letter of
Credit shall not be renewed, and if at the time of renewal the
L/C Lender would be entitled to authorize the automatic renewal
of such Letter of Credit in accordance with this subsection
3.2(d) upon the request of the Applicable Borrower but the L/C
Lender shall not have received any L/C Amendment Application
from the Applicable Borrower with respect to such renewal or
other written direction by the Applicable Borrower with respect
thereto, the L/C Lender shall nonetheless be permitted to allow
such Letter of Credit to renew, and the Applicable Borrower and
the Revolving Lenders hereby authorize such renewal, and,
accordingly, the L/C Lender shall be deemed to have received an
L/C Amendment Application from the Applicable Borrower
requesting such renewal.

(e)     The L/C Lender may, at its election (or as
required by the Paying Agent at the direction of the Required
Revolving Lenders), deliver any notices of termination or other
communications to any Letter of Credit beneficiary or
transferee, and take any other reasonable action, at any time
and from time to time, in order to cause the expiry date of
such Letter of Credit to be a date not later than the fifth
Business Day prior to the Termination Date.

(f)     This Agreement shall control in the event of any
inconsistency between this Agreement and any L/C-Related
Document (other than any Letter of Credit) or if any provision
of any L/C Related Document is more restrictive or burdensome
than a comparable provision in this Agreement or to the extent
it provides for a Lien on property or assets.

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

3.3.    Risk Participations, Drawings and
Reimbursements.  (a)  Immediately upon the Issuance of each
Letter of Credit, each Revolving Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from
the L/C Lender a participation in such Letter of Credit and
each drawing thereunder in an amount equal to the product of
(i) the Pro Rata Share of such Revolving Lender times (ii) the
maximum amount available to be drawn under such Letter of
Credit and the amount of such drawing, respectively.

(b)     In the event of any request for a drawing under
a Letter of Credit by the beneficiary or transferee thereof,
the L/C Lender will promptly notify the Applicable Borrower
(but the failure to so notify any Borrower shall not impair any
rights of the Lenders or modify any obligation of the
Borrowers).  The Applicable Borrower shall reimburse the L/C
Lender prior to 1:00 p.m. (New York City time), on each date
that any amount is paid by the L/C Lender under any Letter of
Credit issued for the account of such Borrower (each such date,
an "Honor Date"), if such payment by the L/C Lender is made
prior to 11:00 a.m. (New York City time) on the Honor Date or
by 11:00 a.m. (New York City time) on the next Business Day
after the Honor Date if such payment is made on or after 11:00
a.m. (New York City time) on the Honor Date, in each case in an
amount equal to the amount so paid by the L/C Lender.  In the
event the Applicable Borrower fails to reimburse the L/C Lender
for the full amount of any drawing under any Letter of Credit
by 1:00 p.m. (New York City time) on the Honor Date, the L/C
Lender will promptly notify the Paying Agent and the Paying
Agent will promptly notify each Revolving Lender thereof.
Thereupon the Applicable Borrower shall be deemed to have
requested that Revolving Loans be made by the Revolving Lenders
to be disbursed on the Honor Date under such Letter of Credit,
subject to the amount of the unutilized portion of the
Revolving Commitment and subject to the conditions set forth in
subsections 5.3(b) and (c), which Loans shall be ABR Loans
accruing interest at a rate per annum equal to the Alternate
Base Rate, plus the Applicable Margin for ABR Loans which are
Revolving Loans, in the case of a drawing in U.S. Dollars, or
Loans accruing interest at  a rate per annum equal to the
Overnight Rate applicable to such Offshore Currency from time
to time in effect, plus the Applicable Margin for LIBOR Loans
which are Revolving Loans, in the case of a drawing in an
Offshore Currency.  Any notice given by the L/C Lender or the
Paying Agent pursuant to this subsection 3.3(b) may be oral if
immediately confirmed in writing (including by facsimile);
provided, however, that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding
effect of such notice.

(c)     Each Revolving Lender shall upon any notice
pursuant to subsection 3.3(b) make available to the Paying
Agent for the account of the L/C Lender an amount in U.S.
Dollars or the Offshore Currency in which such Letter of Credit
is denominated, as the case may be, and in Same Day Funds equal
to its Pro Rata Share of the amount of the drawing, whereupon
the participating Revolving Lenders shall (subject to sub-
section 3.3(d)) each be deemed to have made a Revolving Loan to
the Applicable Borrower in that amount accruing interest at a
rate per annum equal to the Alternate Base Rate, plus the
Applicable Margin for ABR Loans which are Revolving Loans (in
the case of a drawing in U.S. Dollars), or the Overnight Rate
applicable to such Offshore Currency from time to time in
effect, plus the Applicable Margin for LIBOR Loans which are
Revolving Loans (in the case of a drawing in an Offshore
Currency).  If any Revolving Lender so notified fails to make
available to the Paying Agent for the account of the L/C Lender
the amount of such Revolving Lender's Pro Rata Share of the
amount of the drawing by no later than 1:00 p.m. (New York
time) on the Honor Date, then interest shall accrue on such
Revolving Lender's obligation to make such payment, from the
Honor Date to the date such Revolving Lender makes such
payment, at a rate per annum equal to (i) in the case of a
drawing in U.S. Dollars, the U.S. Federal Funds Rate in effect
from time to time during such period and (ii) in the case of a
drawing in an Offshore Currency, the Overnight Rate applicable
to such Offshore Currency from time to time in effect.  The
Paying Agent will promptly give notice of the occurrence of the
Honor Date, but failure of the Paying Agent to give any such
notice on the Honor Date or in sufficient time to enable any
Revolving Lender to effect such payment on such date shall not
relieve such Revolving Lender from its obligations under this
Section 3.3.

(d)     With respect to any unreimbursed drawing that is
not converted into Revolving Loans to the Applicable Borrower
in whole or in part, because of such Borrower's failure to
satisfy the conditions set forth in subsections 5.3(b) and (c)
or for any other reason, such Borrower shall be deemed to have
incurred from the L/C Lender an L/C Borrowing in the amount of
such drawing, which L/C Borrowing shall be due and payable on
demand (together with interest) and shall bear interest at a
rate per annum equal to (i) in the case of a drawing in U.S.
Dollars, the Alternate Base Rate, plus 2% per annum, and
(ii) in the case of a drawing in an Offshore Currency, the
Overnight Rate applicable to such Offshore Currency from time
to time in effect, plus 2% per annum, and each Revolving
Lender's payment to the L/C Lender pursuant to subsection
3.3(c) shall be deemed payment in respect of its participation
in such L/C Borrowing and shall constitute an L/C Advance from
such Revolving Lender in satisfaction of its participation
obligation under this Section 3.3.

(e)     Each Revolving Lender's obligation in accordance
with this Agreement to make the Revolving Loans or L/C
Advances, as contemplated by this Section 3.3, as a result of a
drawing under a Letter of Credit, shall be absolute and
unconditional and without recourse to the L/C Lender and shall
not be affected by any circumstance, including (i) any set-off,
counterclaim, recoupment, defense or other right which such Re-
volving Lender may have against the L/C Lender, the Applicable
Borrower or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of an Event of Default, an
Unmatured Event of Default or a Material Adverse Effect; or
(iii) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing; provided,
however, that each Revolving Lender's obligation to make
Revolving Loans under this Section 3.3 is subject to the
conditions set forth in Section 5.3.

3.4.    Repayment of Participations.  (a)  Upon (and
only upon) receipt by the Paying Agent for the account of the
L/C Lender of Same Day Funds from the Applicable Borrower
(i) in reimbursement of any payment made by the L/C Lender
under the Letter of Credit with respect to which any Revolving
Lender has paid the Paying Agent for the account of the L/C
Lender for such Revolving Lender's participation in the Letter
of Credit pursuant to Section 3.3 or (ii) in payment of
interest thereon, the Paying Agent will pay to each Revolving
Lender, in the same funds as those received by the Paying Agent
for the account of the L/C Lender, the amount of such Revolving
Lender's Pro Rata Share of such funds, and the L/C Lender shall
receive the amount of the Pro Rata Share of such funds of any
Revolving Lender that did not so pay the Paying Agent for the
account of the L/C Lender.

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

3.5.    Role of the L/C Lender.  (a)  Each Revolving
Lender and the Borrowers agree that, in paying any drawing
under a Letter of Credit, the L/C Lender shall not have any
responsibility to obtain any document (other than any sight
draft and certificates or other documents expressly required by
the Letter of Credit) or to ascertain or inquire as to the
validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.

(b)     None of the Co-Agents, any of their respective
Affiliates or any of the respective correspondents,
participants or assignees of the L/C Lender shall be liable to
any Revolving Lender for:  (i) any action taken or omitted in
connection herewith at the request or with the approval of the
Revolving Lenders (including the Required Revolving Lenders, as
applicable); (ii) any action taken or omitted in the absence of
gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any
L/C-Related Document.

(c)     Each Borrower hereby assumes all risks of the
acts or omissions of any beneficiary or transferee with respect
to its use of any Letter of Credit issued for its account;
provided, however, that this assumption is not intended to, and
shall not, preclude a Borrower's pursuing such rights and
remedies as it may have against the beneficiary or transferee
at law or under any other agreement.  None of the Co-Agents,
any of their respective Affiliates or any of the respective
correspondents, participants or assignees of the L/C Lender
shall be liable or responsible for any of the matters described
in clauses (i) through (iv) of Section 3.6; provided, however,
that, anything in such clauses to the contrary notwithstanding,
a Borrower may have a claim against the L/C Lender, and the L/C
Lender may be liable to such Borrower, to the extent, but only
to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by such Borrower which such
Borrower proves were caused directly by the L/C Lender's
willful misconduct or gross negligence or the L/C Lender's
willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions
of a Letter of Credit.  In furtherance and not in limitation of
the foregoing:  (i) the L/C Lender may accept documents that
appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information
to the contrary; and (ii) the L/C Lender shall not be
responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

3.6.    Obligations Absolute.  The obligations of the
Borrowers under this Agreement and any L/C-Related Document to
reimburse the L/C Lender for a drawing under a Letter of
Credit, and to repay any L/C Borrowing and any drawing under a
Letter of Credit converted into Loans, shall be unconditional
and irrevocable, and shall be paid strictly in accordance with
the terms of this Agreement and each such other L/C-Related
Document under all circumstances, including the following:
(i) any lack of validity or enforceability of this Agreement or
any L/C-Related Document; (ii) the existence of any claim, set-
off, defense or other right that a Borrower may have at any
time against any beneficiary or any transferee of any Letter of
Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), the L/C Lender or any other Person,
whether in connection with this Agreement, the transactions
contemplated hereby or by the L/C-Related Documents or any
unrelated transaction; (iii) any draft, demand, certificate or
other document presented under any Letter or Credit proving to
be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any
respect; or any loss or delay in the transmission or otherwise
of any document required in order to make a drawing under any
Letter of Credit; or (iv) any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing,
including any other circumstance that might otherwise
constitute a defense available to, or a discharge of, a
Borrower or a guarantor; provided, however, that the Borrowers
shall not be obligated to reimburse the L/C Lender for any
wrongful payment made by the L/C Lender as a result of acts or
omissions constituting willful misconduct or gross negligence
on the part of the L/C Lender.

3.7.    Cash Collateral Pledge.  If any Letter of Credit
remains outstanding and partially or wholly undrawn as of the
Termination Date, then the Borrowers shall immediately Cash
Collateralize the L/C Obligations Issued for their respective
accounts in an amount equal to the maximum amount then
available to be drawn under all Letters of Credit.

3.8.    Letter of Credit Fees.  (a)  The Applicable
Borrower shall pay to the Paying Agent for the pro rata account
of each of the Revolving Lenders a letter of credit fee at a
rate per annum equal to the then Applicable Margin for LIBOR
Loans which are Revolving Loans on an amount equal to the
average daily maximum amount available to be drawn of the
outstanding Letters of Credit from the date of Issuance thereof
or, in the case of the Existing Letters of Credit, from the
Effective Date (the "Computation Amount"), computed on a
quarterly basis in arrears on the last Business Day of each
fiscal quarter and on the Termination Date (or such later date
on which all outstanding Letters of Credit have been terminated
or have expired) based upon Letters of Credit outstanding for
the applicable period as calculated by the Paying Agent.

(b)     The Applicable Borrower shall pay to the Paying
Agent, solely for the account of the L/C Lender, a letter of
credit fronting fee for each Letter of Credit Issued by the L/C
Lender of at least U.S. $100 or, if greater, at the rate per
annum equal to 1/8% of the Computation Amount, computed on the
last Business Day of each calendar quarter and on the
Termination Date (or such later date on which all outstanding
Letters of Credit have been terminated or have expired) based
upon the Letters of Credit outstanding for the applicable pe-
riod as calculated by the Paying Agent.

(c)     The letter of credit fees payable under
subsection 3.8(a) and the fronting fees payable under
subsection 3.8(b) shall be due and payable quarterly in arrears
on the last Business Day of each calendar quarter during which
Letters of Credit are outstanding, commencing on the first such
quarterly date to occur after the Closing Date, through the
Termination Date (or such later date upon which all outstanding
Letters of Credit Issued for the respective account of a
Borrower have been terminated or have expired), with the final
payment to be made on the Termination Date (or such later
termination or expiration date).  All fees payable under this
Section 3.8 shall be calculated as of their due date based upon
the Dollar Equivalent amount of the Computation Amount as of
such date based upon the Spot Rate.  All such fees shall be
payable solely in U.S. Dollars.

(d)     The Borrowers shall pay to the L/C Lender from
time to time on demand the normal issuance, presentation,
amendment and other processing fees, and other standard costs
and charges, of the L/C Lender relating to letters of credit as
from time to time in effect.

3.9.    Uniform Customs and Practice.  The Uniform
Customs and Practice for Documentary Credits as published by
the International Chamber of Commerce most recently at the time
of issuance of any Letter of Credit shall (unless otherwise
expressly provided in such Letter of Credit) apply to such
Letter of Credit.

3.10.   Letters of Credit for the Account of
Subsidiaries.  Each Borrower and its applicable Subsidiaries
shall be jointly and severally liable for any Letter of Credit
which is issued jointly for the account of that Borrower and
any of its Subsidiaries.

                            ARTICLE IV

              NET PAYMENTS, YIELD PROTECTION AND ILLEGALITY

4.1.    Net Payments.  (a)  Except as provided in
subsection 4.1(b), all payments by any Loan Party to any Lender
or any Co-Agent under this Agreement and any other Credit
Document shall be made without setoff, counterclaim or other
defense.  Except as provided in Section 4.1(b), all such
payments shall be made free and clear of, and without deduction
or withholding for, any Covered Taxes levied or imposed by any
Governmental Authority with respect to such payments.

(b)     If any Loan Party shall be required by law to
deduct or withhold any Covered Taxes from or in respect of any
sum payable hereunder to any Lender or any Co-Agent, then
except as provided in subsection 4.1(g):  (i) the sum payable
shall be increased as necessary so that after making all such
required deductions and withholdings (including deductions and
withholdings applicable to additional sums payable under this
Section) such Lender or such Co-Agent, as the case may be,
receives an amount equal to the sum it would have received had
no such deductions or withholdings been made; (ii) the
Borrowers shall, and shall cause each other Loan Party to, make
such deductions and withholdings; and (iii) the Borrowers
shall, and shall cause each other Loan Party to, timely pay the
full amount deducted or withheld to the relevant taxing
authority or other authority in accordance with applicable law.
If for any reason any Loan Party fails to make any payments
required under the preceding sentence, then U.S. Borrower shall
make such payments on behalf of such Loan Party.  Within 30
days after the date of any payment by a Loan Party of Covered
Taxes, such Loan Party shall furnish the Paying Agent the
original or a certified copy of a receipt evidencing payment
thereof, or other evidence of payment reasonably satisfactory
to the Paying Agent.

(c)     The Borrowers agree jointly and severally to,
and shall cause each other Loan Party jointly and severally to,
indemnify and hold harmless each Lender and each Co-Agent for,
and upon written request of such Lender or Co-Agent shall
promptly reimburse such Lender or Co-Agent for, (i) the full
amount of Covered Taxes (including any Covered Taxes imposed by
any jurisdiction on amounts payable under this Section 4.1)
paid or payable by such Lender or such Co-Agent and any
liability (including penalties, interest, additions to tax and
expenses) arising therefrom or with respect thereto, whether or
not such Covered Taxes were correctly or legally asserted, and
(ii) any Taxes levied or imposed by any Governmental Authority
on any additional amounts paid by any Loan Party under this
Section 4.1 that are measured by such Lender's or such Co-
Agent's net income or net profits by the jurisdiction (or any
political subdivision thereof) under the laws of which such
Lender or such Co-Agent, as the case may be, is or was
organized or maintains (or maintained) a Lending Office.

(d)     If any Loan Party is required to pay additional
amounts to any Lender or any Co-Agent pursuant to this Section
4.1, then such Lender shall use (at the Loan Parties' expense)
reasonable efforts (consistent with internal policy and legal
and regulatory restrictions) to change the jurisdiction of its
Lending Office or take other appropriate action so as to
eliminate any obligation to make such additional payment by
such Loan Party which may thereafter accrue, if such change or
other action in the sole judgment of such Lender is not
otherwise disadvantageous or burdensome to such Lender.

(e)     (i)  Each Lender or Co-Agent which is not a
United States person (as such term is defined in Section
7701(a) of the Code) agrees that:

(A) it shall, no later than the Closing Date (or, in
the case of a Lender which becomes a party hereto after
the Closing Date, the date upon which such Lender becomes
a party hereto) deliver to the Paying Agent and to the
Borrowers through the Paying Agent (x) two accurate and
complete signed originals of IRS Form W-8ECI or any
successor thereto ("Form W-8ECI"), or two accurate and com-
plete signed originals of IRS Form W-8BEN or any successor
thereto ("Form W-8BEN"), as appropriate, or (y) if such
Lender is not a "bank" within the meaning of Section
881(c)(3)(A) of the Code and cannot deliver either Form W-
8BEN or Form W-8ECI pursuant to clause (x) above, a
certificate substantially in the form of Exhibit K (any
such certificate, a "Non-Bank Certificate") and, in the
case of either (x) or (y), two accurate and complete
original signed copies of IRS Form W-8 or any successor
thereto ("Form W-8");

(B) from time to time after the Effective Date, when
a lapse in time or change in circumstances renders the
previous certification obsolete or inaccurate in any
material respect, it will deliver to the Paying Agent and
U.S. Borrower through the Paying Agent, two new accurate
and complete original signed copies of Form W-8BEN, Form
W-8ECI, Form W-8 or Non-Bank Certificate, as applicable in
replacement for, or in addition to, the forms previously
delivered by it hereunder.

(ii) Each Lender or Co-Agent that is incorporated or
organized under the laws of the United States of America or a
state thereof shall provide two properly completed and duly
executed copies of Form W-9, or successor applicable form, at
the times specified for delivery of forms under
paragraph (e)(i) of this subsection.

(iii) Each Form W-8BEN or W-8ECI delivered by a Lender
or Co-Agent pursuant to this subsection (e) shall certify,
unless unable to do so by virtue of a Change in Law occurring
after the date such Lender or Co-Agent becomes a party hereto,
that such Lender or Co-Agent is entitled to receive payments
under this Agreement without deduction or withholding of U.S.
federal income taxes and each Form W-9 shall certify, unless
unable to do so by virtue of a Change in Law occurring after
the Effective Date, that such Lender or Co-Agent is entitled to
an exemption from U.S. backup withholding.

(iv) Notwithstanding the foregoing provisions of this
subsection (e) or any other provision of this Section 4.1, no
Lender or Co-Agent shall be required to deliver any form
pursuant to this Section 4.1 if such Lender or Co-Agent is not
legally able to do so by virtue of a Change in Law occurring
after the Effective Date.

(v) Each Lender or Co-Agent shall, promptly upon a
Loan Party's or the Paying Agent's reasonable request to that
effect, at its expense, deliver to such Loan Party or the
Paying Agent (as the case may be) such other forms or similar
documentation or other information as may reasonably be
required from time to time by any applicable law, treaty, rule
or regulation of any Governmental Authority in order to
establish such Lender's or Co-Agent's tax status for
withholding purposes.

(f) No Loan Party will be required to pay any
additional amount in respect of Taxes pursuant to this Section
4.1 to any Lender or to any Co-Agent with respect to any Lender
if the obligation to pay such additional amount would not have
arisen but for a failure by such Lender or Co-Agent to comply
with its obligations under subsection 4.1(e) (other than by
reason of a Change in Law occurring after the Effective Date or
the date upon which such Lender became a party hereto, if
later).

(g) In addition, the Borrowers jointly and severally
agree to pay, and will cause each other Loan Party jointly and
severally to agree to pay, any present or future stamp or
documentary taxes or any other excise or property taxes,
charges or similar levies (including, without limitation,
interest, penalties, additions to tax and expenses) which arise
from any payment made hereunder or from the execution,
delivery, filing, recordation or registration of, or otherwise
with respect to, this Agreement or any other Credit document
(hereinafter referred to as "Other Taxes").

4.2. Illegality.  (a)  If any Lender determines that
any Change in Law has made it unlawful, or that any central
bank or other Governmental Authority has asserted that it is
unlawful, for such Lender or its applicable Lending Office to
make or maintain LIBOR Loans in any Applicable Currency, then,
on notice thereof by the Lender to the Applicable Borrower
through the Paying Agent any obligation of such Lender to make,
convert or continue LIBOR Loans in such Applicable Currency, as
the case may be, shall be suspended until such Lender notifies
the Paying Agent and the Applicable Borrower that the
circumstances giving rise to such determination no longer exist
and until such time such Lender's commitment shall be only to
make an ABR Loan, when a LIBOR Loan is requested in such
Applicable Currency.

(b) If a Lender determines that it is unlawful to
maintain any LIBOR Loan in any Applicable Currency, (x) with
respect to any such LIBOR Loan that is an Offshore U.S. Dollar
Loan, such Loan shall be automatically converted to an ABR Loan
either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such LIBOR Loan to
such day, or immediately if not, and (y) with respect to any
other LIBOR Loan, the Applicable Borrower shall, upon their
receipt of notice of such fact and demand from such Lender
(with a copy to the Paying Agent), prepay in full such LIBOR
Loans, as applicable, of such Lender then outstanding in such
Applicable Currency, together with interest accrued thereon and
amounts required under Section 4.4, either on the last day of
the Interest Period therefor, if such Lender may lawfully
continue to maintain such LIBOR Loan to such day, or
immediately, if not.

(c) Before giving any notice to the Paying Agent
under this Section, the affected Lender shall designate a
different Lending Office with respect to its LIBOR Loans or
take other  appropriate action if such designation or other
action will avoid the need for giving notice and will not, in
the judgment of such Lender, be illegal or otherwise
disadvantageous to such Lender.

4.3.    Increased Costs and Reduction of Return.
(a)  If any Lender determines that, due to either (i) the
introduction of or any change in or in the interpretation of
any law or regulation or (ii) the compliance by such Lender
with any guideline or request from any central bank or other
Governmental Authority (whether or not having the force of
law), in either case after the Closing Date, there shall be any
increase in the cost to such Lender of agreeing to make or
making, funding or maintaining any LIBOR Loan or participating
in Letters of Credit, or, in the case of the L/C Lender, any
increase in the cost to the L/C Lender of agreeing to Issue,
Issuing or maintaining any Letter of Credit or of agreeing to
make or making, funding or maintaining any unpaid drawing under
any Letter of Credit, then each Applicable Borrower shall be
liable for, and shall from time to time, within 15 Business
Days of demand (which demand shall contain a reasonably
detailed calculation of any relevant costs and shall be
conclusive and binding in the absence of manifest error, and a
copy thereof shall be sent to the Paying Agent), pay to the
Paying Agent for the account of such Lender, additional amounts
as are sufficient to compensate such Lender for such increased
costs.

(b) If any Lender shall have determined that (i) the
introduction of any Capital Adequacy Regulation, (ii) any
change in any Capital Adequacy Regulation, (iii) any change in
the interpretation or administration of any Capital Adequacy
Regulation by any central bank or other Governmental Authority
charged with the interpretation or administration thereof, or
(iv) compliance by such Lender (or its Lending Office) or any
corporation controlling such Lender with any Capital Adequacy
Regulation, in each case after the date of this Agreement,
affects or would affect the amount of capital required or
expected to be maintained by such Lender or any corporation
controlling such Lender and (taking into consideration such
Lender's or such corporation's policies with respect to capital
adequacy) determines that the amount of such capital is
increased as a consequence of its Commitment, Loans, credits or
obligations under this Agreement, then, within 15 Business Days
of demand of such Lender to the Applicable Borrower through the
Paying Agent, each Applicable Borrower shall pay to such
Lender, from time to time as specified by such Lender,
additional amounts reasonably sufficient to compensate such
Lender for such increase.  A statement of such Lender as to any
such additional amount or amounts (including calculations
thereof in reasonable detail), in the absence of manifest
error, shall be conclusive and binding on each Applicable
Borrower.  In determining such amount or amounts, such Lender
may use any method of averaging and attribution that it (in its
sole and absolute discretion) shall deem applicable and that is
not materially less favorable to each Applicable Borrower than
to any of its other customers.

(c) Nothing in this Section 4.3 shall obligate any
Loan Party to make any payments with respect to Taxes of any
sort, indemnification for which is governed by Section 4.1.

4.4. Funding Losses.  Each Applicable Borrower shall,
within 15 Business Days of receipt of written notice thereof,
reimburse each Lender and hold each Lender harmless from any
loss or expense which such Lender may sustain or incur as a
consequence of:  (a) the failure of such Applicable Borrower to
make on a timely basis any payment of principal of any LIBOR
Loan; (b) the failure (including by reason of Section 4.5) of
such Applicable Borrower to borrow, continue or convert a LIBOR
Loan after such Applicable Borrower has given (or is deemed to
have given) a Notice of Borrowing or a Notice of
Conversion/Continuation (other than any such failure arising as
a result of a default by such Lender or the Paying Agent);
(c) the failure of such Applicable Borrower to make any
prepayment of any Loan in accordance with any notice delivered
under Section 2.7; (d) the prepayment by such Applicable
Borrower (including pursuant to Section 2.7 or 2.8) or other
payment (including after acceleration thereof) the principal of
any LIBOR Loan on a day that is not the last day of the
relevant Interest Period; or (e) the conversion by such
Applicable Borrower under Section 2.4 of any LIBOR Loan to an
ABR Loan on a day that is not the last day of the relevant
Interest Period; including any such loss or expense arising
from the liquidation or reemployment of deposits or other funds
obtained by it to make, continue or maintain the applicable
Loans or from fees payable to terminate the deposits from which
such funds were obtained.  Such written notice (which shall
include calculations in reasonable detail) shall, in the
absence of manifest error, be conclusive and binding on each
Applicable Borrower.  For purposes of calculating amounts
payable by each Applicable Borrower to any Lender under this
Section and under subsection 4.3(a), each LIBOR Loan made by a
Lender (and each related reserve, special deposit or similar
requirement) shall be conclusively deemed to have been funded
at the LIBOR Rate used in determining the interest rate for
such LIBOR Loan by a matching deposit or other borrowing in the
interbank eurocurrency market for a comparable amount and for a
comparable period and in the same Applicable Currency, whether
or not such LIBOR Loan is in fact so funded.

4.5. Inability To Determine Rates.  (a)  If the
Required Revolving Lenders or Lenders holding more than 50% of
the Loans under the Dollar Term A Facility or Lenders holding
more than 50% of the Loans under the Term B Facility determine
that for any reason adequate and reasonable means do not exist
for determining the LIBOR Rate for any requested Interest
Period with respect to a proposed LIBOR Loan under the
applicable Facility, the Paying Agent will promptly so notify
the Applicable Borrower and each Lender under such Facility.
Thereafter, the obligation of the Lenders under such Facility
to make, convert or maintain LIBOR Loans in the Applicable
Currency shall be suspended until the Paying Agent upon the
instruction of the Required Revolving Lenders or Lenders
holding more than 50% of the Loans under the Dollar Term A
Facility or Lenders holding more than 50% of the Loans under
the Term B Facility, as the case may be, revoke such notice in
writing.  Upon receipt of such notice, the Applicable Borrower
may revoke any Notice of Borrowing or Notice of
Conversion/Continuation then submitted by it.  If the
Applicable Borrower does not revoke (x) any such Notice of
Borrowing for Revolving Loans or (y) any such Notice of
Conversion/Continuation with respect solely to Offshore U.S.
Dollar Loans, the Lenders shall make, convert or continue the
applicable Loans, as proposed by such Applicable Borrower in
the amount specified in the applicable notice submitted by such
Applicable Borrower, but such Loans shall be made, converted or
continued as ABR Loans instead of LIBOR Loans, and in the case
of any Offshore Currency Loans under the Revolving Facility,
the Borrowing shall be redenominated and thereby be made in an
aggregate amount equal to the Dollar Equivalent amount of the
originally requested Borrowing in the Offshore Currency.  If
the Applicable Borrower does not revoke any Notice of
Conversion/Continuation with respect to any outstanding
Revolving Loans that are Offshore Currency Loans which are the
subject of any such continuation, such Offshore Currency Loans
shall from the end of the current Interest Period therefor bear
interest at a rate per annum equal to the Applicable Margin for
LIBOR Loans which are Revolving Loans, plus the Overnight Rate
for the Applicable Currency as in effect from time to time or
such other rate as may be agreed to between the Applicable
Borrower and the Required Revolving Lenders, and specified to
the Paying Agent from time to time.

(b) If Lenders holding more than 50% of the Euro
Term A Loans determine that for any reason adequate and
reasonable means do not exist for determining the LIBOR Rate
for any requested Interest Period with respect to Euro Term A
Loans, the Paying Agent will promptly so notify the Applicable
Borrower and each Lender under the Euro Term A Facility.
Thereafter, until the Paying Agent upon the instruction of
Lenders holding more than 50% of the Euro Term A Loans revokes
such notice in writing, the Euro Term A Loans shall bear
interest at a rate per annum equal to the Applicable Margin for
LIBOR Loans which are Euro Term A Loans, plus the Overnight
Rate for the Applicable Currency as in effect from time to time
or such other rate as may be agreed to between the Applicable
Borrower and Lenders holding more than 50% of the Euro Term A
Loans and specified to the Paying Agent from time to time.

4.6. Reserves on LIBOR Loans.  Each Applicable
Borrower shall pay to each Lender, as long as such Lender shall
be required under regulations of the FRB to maintain reserves
with respect to liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as
"Eurocurrency liabilities") and, in respect of any Offshore
Currency Loans, under any applicable regulations of the country
in which the Offshore Currency of such Offshore Currency Loans
circulates, additional costs on the unpaid principal amount of
each LIBOR Loan and Offshore Currency Loan equal to the actual
costs of such reserves allocated to such Loan by such Lender
(as calculated by such Lender in good faith and using a method
that is not materially less favorable to each Applicable
Borrower than to any of its other customers, which calculation
shall be set forth in reasonable detail and shall be
conclusive), payable on each date on which interest is payable
on such Loan, provided the Applicable Borrower shall have
received at least 15 Business Days' prior written notice (with
a copy to the Paying Agent) of the amount of such additional
interest from such Lender.  If a Lender fails to give notice 15
days prior to the relevant Interest Payment Date, such
additional interest shall be payable 15 Business Days from
receipt of such notice.

4.7. Certificates of Lenders.  Any Lender claiming
reimbursement or compensation under this Article IV shall
deliver to each Applicable Borrower (with a copy to the Paying
Agent) a certificate (a) setting forth in reasonable detail the
circumstances giving rise to such claim and a computation of
the amount payable to such Lender hereunder in respect thereof
and (b) certifying that such Lender is making similar claims
based on such circumstances to similarly-situated borrowers
from such Lender.  Any such certificate shall be conclusive and
binding on each Applicable Borrower in the absence of manifest
error.

4.8. Substitution of Lenders.  Upon (x) the receipt
by any Applicable Borrower or the Paying Agent from any Lender
(an "Affected Lender") of a claim for compensation under
Section 4.1 or 4.3 (or a Change in Law which could reasonably
be determined to allow a Lender to make such a claim) or a
notice of the type described in subsection 2.5(b), 2.5(c),
4.2(a) or 4.2(b), (y) any Lender providing notice to any
Applicable Borrower that a representation contained in a Non-
Bank Certificate is no longer true and correct or (z) the
refusal of any Lender to consent to a proposed amendment,
waiver or consent with respect to the Credit Documents which
has been approved by the Required Lenders as provided in
subsection 11.1(b), any Applicable Borrower may:  (i) request
the Affected Lender to use its best efforts to obtain a
replacement bank or financial institution satisfactory to such
Applicable Borrower to acquire and assume all or a ratable part
of all of such Affected Lender's Loans, participation in L/C
Obligations and Commitments (a "Replacement Lender");
(ii) request one or more of the other Lenders to acquire and
assume all or part of such Affected Lender's Loans and Commit-
ments; or (iii) designate a Replacement Lender.  Any such
designation of a Replacement Lender under clause (i) or (iii)
shall be subject to the prior written consent of the Agents
(which consent shall not be unreasonably withheld).

4.9. Right of Lenders To Fund Through Branches and
Affiliates.  Each Lender may, if it so elects, fulfill its
commitment as to any Loan hereunder by designating a branch or
Affiliate of such Lender to make such Loan; provided, however,
that (a) such Lender shall remain solely responsible for the
performances of its obligations hereunder, (b) no such
designation shall result in any material increased costs to any
Applicable Borrower and (c) such branch or Affiliate complies
with all form delivery and other requirements hereunder (in-
cluding pursuant to Section 4.1) as if it were a Lender.

                              ARTICLE V

                         CONDITIONS PRECEDENT

5.1.    Conditions to Effectiveness.  The effectiveness
of this Agreement is subject to the satisfaction of the
following conditions precedent (the date of the satisfaction
(or waiver) of each condition in this Section 5.1, the
"Effective Date"):

Documentation and Evidence of Certain Matters.  The
Lead Arranger shall have received the following documents,
each duly executed and notarized where appropriate (with
one conformed copy for each Lender), each of which shall
be reasonably satisfactory in form and substance to the
Lead Arranger:

(i)   Corporate Documents.  Certified true and
      complete copies of the charter and by-laws and all
      amendments thereto (or equivalent documents) of each
      Loan Party and all corporate authority for each Loan
      Party (including board of director resolutions and
      evidence of the incumbency, including specimen
      signatures, of officers) with respect to the
      execution, delivery and performance of each of the
      Credit Documents to which such Loan Party is intended
      to be a party and each other document to be delivered
      by such Loan Party from time to time in connection
      herewith and the extensions of credit hereunder and
      the consummation of the Transactions, certified as of
      the Effective Date as complete and correct copies
      thereof by the Secretary or an Assistant Secretary of
      such Loan Party.

(ii)  The Credit Agreement.  This Agreement
      (i) executed and delivered by a duly authorized
      officer of each Loan Party party hereto, and
      (ii) executed and delivered by a duly authorized
      officer of each Lender, the Lead Arranger and each
      other Co-Agent.

(iii) Van Leer Acquisition Agreement.  Executed
      copies of the Van Leer Acquisition Agreement and all
      amendments, exhibits, appendices, annexes and
      schedules to any thereof, each certified by a senior
      officer of U.S. Borrower as true, complete and
      correct copies thereof.

5.2.    Conditions to Initial Credit Extension.  The
obligation of the Lenders to make the initial Credit Extension
hereunder is subject to the satisfaction of the conditions
precedent that the Effective Date shall have occurred (or shall
occur simultaneously therewith) and to the satisfaction of the
additional following conditions precedent on or prior to
March 15, 2001 (the date of the satisfaction (or waiver) of
each condition to the initial Credit Extension in this
Section 5.2, the "Closing Date").

(a)  Documentation and Evidence of Certain Matters.
The Lead Arranger shall have received the following
documents, each duly executed and notarized where
appropriate (with sufficient conformed copies for each
Lender), each of which shall be reasonably satisfactory in
form and substance to the Lead Arranger:

(i)    Officers' Certificate.  An Officers'
       Certificate of each Borrower, dated the Closing Date,
       (A) to the effect set forth in clauses (b) and (c) of
       Section 5.3, (B) to the effect that all conditions
       precedent to the making of such initial Credit
       Extension have been satisfied or waived and
       (C) stating that (I) all requisite material
       Governmental Authorities and material third parties
       have approved or consented to the Transactions and
       the other transactions contemplated hereby to the
       extent required (without the imposition of any
       materially burdensome or materially adverse
       conditions or requirements in the judgment of the
       Lead Arranger), (II) all such approvals are in full
       force and effect and (III) there is no Proceeding,
       actual or threatened, that has or would have a
       reasonable likelihood of restraining, preventing or
       imposing materially burdensome conditions on any of
       the Transactions or the other transactions
       contemplated hereby.  The Lead Arranger shall have
       received copies (certified by U.S. Borrower as true
       and correct) of any such approvals or consents so
       obtained.

(ii)   Opinion of Ohio Counsel.  Opinion of Baker
       & Hostetler LLP, Ohio counsel to the Loan Parties.

(iii)  Opinion of New York Counsel.  Opinion of
       Debevoise & Plimpton, New York counsel to the Loan
       Parties.

(iv)   Opinions of Counsel.  Opinions of each
       foreign local counsel to the Companies listed on
       Schedule 5.2(a)(iv) and each domestic local counsel
       to the Companies listed on Schedule 5.2(a)(iv).

(v)    Notes.  The Notes, duly completed and
       executed for each Lender that has requested Notes
       prior to the Closing Date.

(vi)   U.S. Borrower Guarantee and Security
       Agreement; Domestic Guarantee and Security Agreement;
       Foreign Guarantees; Foreign Security Agreements;
       Soterra Guarantee.  The U.S. Borrower Guarantee and
       Security Agreement, the Domestic Guarantee and
       Security Agreement from each Domestic Guarantor
       listed on Schedule 5.2(a)(vi), a Foreign Guarantee
       from each Foreign Guarantor listed on Schedule
       5.2(a)(vi), a Foreign Security Agreement from each
       Foreign Guarantor listed on Schedule 5.2(a)(vi), the
       Soterra Guarantee and such other pledge agreements
       required under applicable local or foreign law in the
       judgment of counsel to the Lead Arranger (each of
       which shall be in full force and effect), together
       with (A) the certificates evidencing the Pledged
       Securities and the Equity Interests pledged under
       such Security Documents, and (B) undated stock
       powers, instruments of transfer or assignment or
       issuer acknowledgments executed in blank, if appli-
       cable.

(vii)  Intercompany Loans; Intercompany Security
       Documents.  The Intercompany Notes from each Company
       listed on Schedule 5.2(a)(vii) (together with
       instruments of transfer or assignment executed in
       blank), an Intercompany Guarantee from each Company
       listed on Schedule 5.2(a)(vii), an Intercompany
       Security Agreement from each Company listed on
       Schedule 5.2(a)(vii), and such other pledge
       agreements required under local or foreign law in the
       judgment of counsel to the Lead Arranger and
       requested reasonably in advance of the Closing Date
       (each of which shall be in full force and effect),
       together with (A) the certificates identified under
       the name of such Companies in the Intercompany
       Security Agreements, and (B) undated stock powers,
       instruments of assignment or issuer acknowledgments
       executed in blank, if applicable.

(viii) Solvency Certificate.  A certificate from
       the chief financial officer of U.S. Borrower in form
       and substance reasonably satisfactory to the Lead
       Arranger with respect to the Solvency (on a
       consolidated basis) of each Loan Party immediately
       after the consummation of the Transactions to occur
       on the Closing Date.

(ix)   Insurance.  Evidence of insurance complying
       with the requirements of Section 7.5 and the Security
       Documents and certificates naming the Paying Agent as
       an additional insured and/or loss payee, and stating
       that such insurance shall not be canceled or revised
       without 30 days' prior written notice by the insurer
       to the Paying Agent.

(b)     Financial Statements.  The Lead Arranger shall
have received (i) audited financial statements of Van Leer
that are reasonably acceptable to the Lead Arranger for
each of the fiscal years 1999, 1998 and 1997 (other than
audited balance sheets for fiscal years 1997 and 1998),
(ii) unaudited financial statements of Van Leer for the
fiscal year ended December 31, 2000, and (iii) a letter
from the certified public accountants of Van Leer with
respect to an interim review dated December 31, 2000, in
each case that are reasonably acceptable to the Lead
Arranger.

(c)     Van Leer Acquisition Agreement in Full Force and
Effect; Filings.  The Van Leer Acquisition Agreement shall
be in full force and effect.  The Lead Arranger shall have
received copies, certified by U.S. Borrower, of all
filings made with any Governmental Authority in connection
with the Transactions.

(d)     Compliance with Law.  The Transactions and the
financing therefor shall be in compliance with all laws
and regulations or the Lead Arranger shall have determined
such to be inapplicable to the Transactions.

(e)     Consummation of Van Leer Acquisition.
Simultaneously with the making of the initial Credit
Extension, the Van Leer Acquisition shall have been
consummated in all material respects in accordance with
the terms of the Van Leer Acquisition Agreement (without
the waiver or amendment of any material condition unless
consented to by the Lead Arranger and the Required
Lenders).  Each of the parties thereto shall have complied
in all material respects with all covenants set forth in
the Van Leer Acquisition Agreement to be complied with by
it on or prior to the Closing Date (without the waiver or
amendment of any of the material terms thereof unless
consented to by the Lead Arranger and the Required Lend-
ers).

(f)     Intercompany Loans.  The Borrowers shall
simultaneously with the Closing Date make the Intercompany
Loans listed on Schedule 5.2(a)(vii).

(g)     Refinancing.  Simultaneously with the making of
the initial Credit Extension, U.S. Borrower shall have
effected the Refinancing on terms and conditions and
pursuant to documentation reasonably satisfactory to the
Lead Arranger.  After giving effect to the Transactions,
U.S. Borrower and its subsidiaries shall have outstanding
no Indebtedness or preferred stock (or direct or indirect
guarantee or other credit support in respect thereof)
other than the Loans and the Indebtedness set forth on
Schedule 6.16, which shall not exceed the Dollar
Equivalent amount of U.S. $50,000,000.  All Liens in re-
spect of the Refinanced Indebtedness shall have been
released, and the Lead Arranger shall have received
evidence thereof reasonably satisfactory to the Lead
Arranger and a "pay-off" letter or letters reasonably
satisfactory to the Lead Arranger with respect to the
Refinanced Indebtedness.

(h)     No Conflicting Law or Regulation.  No law or
regulation shall be applicable in the judgment of the Lead
Arranger that restrains, prevents or imposes material
adverse conditions upon the Transactions or the financing
thereof, including the Credit Facilities.

(i)     No Material Adverse Change.  There shall not
have occurred or become known any Material Adverse Change
of U.S. Borrower (after giving effect to the Transactions)
since October 31, 2000.

(j)     Minimum EBITDA; Minimum Ratio of Consolidated
Indebtedness to EBITDA.  The Lead Arranger shall have
received reasonably satisfactory evidence (including
satisfactory supporting schedules and other data) that
(i) pro forma EBITDA of the Companies calculated in
accordance with GAAP in a manner reasonably acceptable to
the Lead Arranger after giving effect to the Transactions
and to cash dividends received from CorrChoice for the
trailing four fiscal quarters ended immediately prior to
the Closing Date was not less than U.S. $230,000,000, and
(ii) the pro forma Total Leverage Ratio after giving
effect to the Transactions for the trailing four fiscal
quarters ended immediately prior to the Closing Date was
not greater than 3.3:1.0.

(k)     Approvals.  All requisite Governmental
Authorities and third parties shall have approved or
consented to the Transactions and the other transactions
contemplated hereby to the extent required (without the
imposition of any materially burdensome condition or
qualification in the judgment of the Lead Arranger), and
all such approvals shall be in full force and effect, all
applicable waiting periods shall have expired and there
shall be no governmental or judicial action, actual or
threatened, that has or would, individually or in the
aggregate, reasonably be expected to have a reasonable
likelihood of restraining, preventing or imposing
materially burdensome or materially adverse conditions on
any of the Transactions or the other transactions
contemplated hereby.  The Lead Arranger shall have
received copies (certified by U.S. Borrower as true and
correct) of any such approvals or consents so obtained.

(l)     Domestic Filings; Lien Searches; Perfection
Certificate.  The Domestic Loan Parties shall have
authorized, executed and delivered each of the following:

(i)   UCC Financing Statements or comparable
      documents in appropriate form for filing under the
      UCC and any other applicable law, rule or regulation
      in each jurisdiction as may be necessary or
      appropriate to perfect the Liens created, or
      purported to be created, by the Security Documents on
      the Collateral;

(ii)  certified copies of Requests for
      Information (Form UCC-11), tax lien, judgment lien
      and pending lawsuit searches or equivalent reports or
      lien search reports, each of a recent date listing
      all effective financing statements, lien notices or
      comparable documents that name any Domestic Loan
      Party as debtor and that are filed in those state,
      county and other domestic jurisdictions in which any
      of the Collateral of such Domestic Loan Party is
      located, the state, county and other domestic
      jurisdictions in which each such Person's principal
      place of business or chief executive office is
      located and the state in which such Person is
      organized, none of which encumber the Collateral
      covered or intended to be covered by the Security
      Documents other than those encumbrances which
      constitute Prior Liens and other Liens expressly
      permitted by the terms of the applicable Security
      Document;

(iii) evidence of arrangements for (A) the
      completion of all recordings and filings of, or with
      respect to, the Security Documents, including, to the
      extent required by the Lead Arranger, filings with
      the United States Patent and Trademark Office and
      United States Copyright Office, and (B) the taking of
      all actions as may be necessary or, in the reasonable
      opinion of the Lead Arranger, desirable, to perfect
      the Liens created, or purported to be created, by the
      Security Documents; and

(iv)  a perfection certificate substantially in
      the form of Exhibit L.

(m) Foreign Filings; Lien Searches; Perfection
Certificate.  The Foreign Loan Parties shall have
authorized, executed and delivered each of the following:

(i)  certified copies of requests for
     information, tax lien, judgment lien and pending
     lawsuit searches or equivalent reports or lien search
     reports where available, each of a recent date
     listing all effective financing statements, lien
     notices or comparable documents that name any Foreign
     Loan Party as debtor and that are filed in those
     foreign jurisdictions in which any of the Collateral
     or Intercompany Collateral of such Foreign Loan Party
     is located, none of which encumber the Collateral or
     Intercompany Collateral covered or intended to be
     covered by the Security Documents other than those
     encumbrances which constitute Prior Liens and other
     Liens expressly permitted by the terms of the
     applicable Security Document; and

(ii) evidence of arrangements for (A) the
     completion of all recordings and filings of, or with
     respect to, the Security Documents and (B) the taking
     of all actions as may be necessary or, in the
     reasonable opinion of the Lead Arranger, desirable,
     to perfect the Liens created, or purported to be
     created, by the Security Documents.

(n) Domestic Mortgage Matters.  On or prior to the
Closing Date, each Loan Party shall have caused to be
delivered to the Lead Arranger, on behalf of the Lenders:

(i)   a Domestic Mortgage encumbering each
      Domestic Mortgaged Property in which the applicable
      Loan Party holds a fee interest (as indicated on
      Schedule 1.1(a)(i)) in favor of the Paying Agent, for
      the benefit of the secured parties described therein,
      duly executed and acknowledged by the Loan Party that
      is the owner of or holder of an interest in such Mort-
      gaged Property, and otherwise in form for recording
      in the recording office of each political subdivision
      where each such Mortgaged Property is situated,
      together with such certificates, affidavits,
      questionnaires or returns as shall be required in
      connection with the recording or filing thereof to
      create a lien under applicable law, and such UCC-1
      Financing Statements and other similar statements as
      are contemplated by such Mortgage, all of which shall
      be in form and substance reasonably satisfactory to
      the Lead Arranger, and any other instruments
      necessary to grant a mortgage lien under the laws of
      any applicable jurisdiction, which Mortgage and fi-
      nancing statements and other instruments shall when
      recorded be effective to create a first priority Lien
      on such Mortgaged Property subordinate to no Liens
      other than Prior Liens applicable to such Mortgaged
      Property and subject to no other Liens except Liens
      expressly permitted by such Mortgage;

(ii)  with respect to each Domestic Mortgaged
      Property described in subparagraph (i) above,
      policies or certificates of insurance as required by
      the Mortgage relating thereto, which policies or
      certi ficates shall comply with the insurance
      requirements contained in such Mortgage;

(iii) evidence reasonably acceptable to the Lead
      Arranger of payment by U.S. Borrower of all mortgage
      recording taxes, fees, charges, costs and expenses
      required for the recording of the Domestic Mortgages
      referred to in subparagraph (i) above;

(iv)  with respect to each Real Property, copies
      of all Leases in U.S. Borrower's possession or which
      can be obtained without undue burden; and

(v)   with respect to each Domestic Mortgaged
      Property described in subparagraph (i) above, U.S.
      Borrower and each Subsidiary shall have made all
      notification, registrations and filings, to the
      extent required by, and in accordance with, all state
      and local Real Property Disclosure Requirements
      applicable to such Mortgaged Property, including the
      use of forms provided by state or local agencies,
      where such forms exist, whether to U.S. Borrower or
      to or with the state, local or foreign agency.

(o)     Payment of Fees and Expenses.  All accrued fees
and expenses (including the reasonable fees and expenses
of Cahill Gordon & Reindel and of all local domestic and
foreign counsel) of the Lenders and the Lead Arranger in
connection with the Credit Documents and the Intercompany
Loan Documents shall have been paid.  U.S. Borrower hereby
authorizes the Lead Arranger to deduct the amount of all
such fees and expenses from the proceeds of the Loans at
the Closing Date and make payment directly to all such
counsel by wire transfer of funds at the Closing Date as
set forth in a schedule to an Officers' Certificate
delivered at the Closing Date.

5.3.    Conditions to All Credit Extensions.  The
obligation of the Lenders to make any Credit Extension
(including the initial Credit Extension) hereunder is subject
to the satisfaction of the following conditions precedent on
the relevant Borrowing Date or Issuance Date:

(a)     Notice, Application.  The Paying Agent shall
have received a Notice of Borrowing from the Applicable
Borrower or the L/C Lender, and the Paying Agent shall
have received an L/C Application or L/C Amendment
Application from the Applicable Borrower as required under
Section 3.2 (in the case of any Issuance of a Letter of
Credit).

(b)     No Existing Default; No Legal Bar.  No Event of
Default or Unmatured Event of Default shall exist or shall
result from such Credit Extension.  No order, judgment or
decree of any court, arbitrator or Governmental Authority
shall purport to restrain any Lender from making any Loans
to be made by it on the date of such Credit Extension; and
no injunction or other restraining order shall have been
issued and no hearing to cause an injunction or other
restraining order to be issued shall be pending or noticed
with respect to any action, suit or proceeding seeking to
enjoin or otherwise prevent the consummation of, or to
recover any damages or obtain relief as a result of, the
transactions contemplated by this Agreement or the making
of Credit Extensions hereunder.

(c)     Continuation of Representations and Warranties.
The representations and warranties of each Borrower in
Article VI and each Loan Party in each other Credit
Document to which it is a party shall be true and correct
in all material respects (except for those representations
or warranties which are already qualified as to
materiality, which shall be true and correct) on and as of
the date of such Credit Extension with the same effect as
if made on and as of such date (except to the extent such
representations and warranties expressly refer to an
earlier date, in which case they shall be true and correct
as of such earlier date).

Each Notice of Borrowing, L/C Application and L/C
Amendment Application request submitted by any Applicable
Borrower hereunder shall constitute a representation and
warranty by each Applicable Borrower hereunder, as of the date
of such notice or request and as of the relevant Borrowing Date
or Issuance Date, as applicable, that the applicable conditions
in Section 5.1, Section 5.2 and/or this Section 5.3 are
satisfied.

                                ARTICLE VI

                        REPRESENTATIONS AND WARRANTIES

Each Borrower makes the following representations and
warranties to each Co-Agent and each Lender, all of which shall
survive the execution and delivery of this Agreement and the
making of the Loans (with the execution and delivery of this
Agreement on the Closing Date and the making of each Credit
Extension thereafter being deemed to constitute a
representation and warranty that the matters specified in this
Article VI are true and correct in all material respects after
giving effect to the Van Leer Acquisition and the related trans-
actions and as of the date of such Credit Extension unless such
representation and warranty expressly indicates that it is be-
ing made as of any specific date).

6.1.    Corporate Status.  Each Company (a) is a
corporation, partnership, joint stock company, limited
liability company, unlimited liability company or other legal
entity duly organized or formed, validly existing and, if
applicable, in good standing under the laws of its jurisdiction
of organization; (b) has full corporate or other organizational
power and authority and possesses all material governmental
franchises, licenses, permits, authorizations and approvals
necessary to enable it to own, lease or otherwise hold its
properties and assets and to carry on its business as presently
conducted; (c) in the case of the Domestic Loan Parties is duly
qualified and in good standing to do business as a foreign
corporation or other organization in each U.S. state in which
the conduct or nature of its business or the ownership, leasing
or holding of its properties makes such qualification
necessary; and (d) is in compliance with all Requirements of
Law, except, in each case referred to in clauses (b), (c) and
(d), to the extent that the failure to do so would not,
individually or in the aggregate, have a Material Adverse
Effect.

6.2.    Authority.  Each Company has all requisite
corporate or other organizational power and authority to enter
into each Credit Document and Transaction Document to which it
is a party and to perform its obligations thereunder and to
consummate the transactions contemplated thereby.  All
corporate or other organizational acts and other proceedings
required to be taken by each Company to authorize the
execution, delivery and performance of each Credit Document and
Transaction Document to which such entity is a party and the
consummation of the transactions contemplated thereby have been
duly and properly taken.

6.3.    No Conflicts; Consents.  (a)  The execution,
delivery and performance by each Company of each Credit
Document and Transaction Document to which such entity is a
party does not and will not conflict with, or result in any
violation of or default (with or without notice or lapse of
time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or to loss of a
material benefit under, any provision of (i) the Organization
Documents of such Company; (ii) any note, bond, mortgage, inden-
ture, deed of trust, license, Lease, contract, commitment,
agreement or arrangement to which such Company is a party or by
which any of its properties or assets are bound, except as the
same may relate to any Refinanced Indebtedness; or (iii) any
judgment, order or decree, or statute, law, ordinance, rule or
regulation applicable to such Company or its properties or
assets, other than, in the case of clauses (ii) and (iii)
above, any such items that would not, individually or in the
aggregate, have a Material Adverse Effect.

(b)     No consent, approval, license, permit, order or
authorization of, or registration, declaration or filing with,
any Governmental Authority is required to be obtained or made
by or with respect to any Company in connection with (i) the
execution, delivery and performance of any Credit Document or
Transaction Document, (ii) the consummation of the Transactions
or the other transactions contemplated hereby or thereby,
(iii) the exercise by the Paying Agent of the voting or other
rights provided for in the Security Documents, or (iv) the
exercise by the Paying Agent of the remedies in respect of the
Collateral pursuant to the Security Documents, in each case
other than (A) those the failure of which to obtain would not,
individually or in the aggregate, have a Material Adverse
Effect, and (B) filings required pursuant to applicable
antitrust or merger laws.

6.4.    Binding Effect.  Each Credit Document and
Transaction Document to which any Company is a party
constitutes the legal, valid and binding obligation of such
Company, enforceable against such Company in accordance with
its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally or by equitable
principles relating to enforceability, or by other laws and
regulations of non-U.S. jurisdictions.

6.5.    Litigation.  Except as set forth on
Schedule 6.5, there are no Proceedings pending or, to the best
knowledge of U.S. Borrower, threatened or contemplated, at law,
in equity, in arbitration or before any Governmental Authority,
against or affecting any Company or any of its properties which
(a) would, individually or in the aggregate, have a Material
Adverse Effect; or (b) would reasonably be expected to give
rise to any legal restraint on or prohibition against or
challenge the Transactions or any of the transactions
contemplated by any Credit Document or Transaction Document.
No Company is a party or subject to or in default under any
material judgment, order, injunction or decree of any
Governmental Authority or arbitration tribunal applicable to it
or any of its respective properties, assets, operations or
businesses, except where such events would not, individually or
in the aggregate, have a Material Adverse Effect.  To the best
of U.S. Borrower's knowledge, there is no pending investigation
of any Company, nor has there been any such investigation
threatened in writing in either case by any Governmental
Authority, except where such events would not, individually or
in the aggregate, have a Material Adverse Effect.

6.6.    No Default; Material Contractual Obligations.
No Company is in default in the performance, observance or
fulfillment of any Contractual Obligation of such Company which
default would, individually or in the aggregate with any other
default, have a Material Adverse Effect, and no condition
exists which, with the giving of notice or the lapse of time or
both, would, individually or in the aggregate with any other
condition, constitute such a default.  No event has occurred
and no condition exists which, individually or in the aggregate
with any other event or condition, would constitute an Event of
Default or an Unmatured Event of Default.  No Company is in
violation of any term of its Organization Documents.

6.7.    ERISA.  (a)  No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all
other such ERISA Events for which liability is reasonably
expected to occur, would reasonably be expected to result in a
Material Adverse Effect.  As of the most recent valuation date
for any Pension Plan, except as set forth on Schedule 6.7, the
amount of Unfunded Pension Liabilities individually or in the
aggregate for all Pension Plans (excluding for purposes of such
computation any Pension Plans which have a negative amount of
Unfunded Pension Liabilities) does not exceed U.S. $15,000,000.
Each ERISA Entity is in compliance in all material respects
with the presently applicable provisions of ERISA and the Code
with respect to each Plan, except for noncompliance that would
not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.  Using actuarial assumptions
and computation methods consistent with subpart 1 of subtitle E
of Title IV of ERISA, the aggregate liabilities of each ERISA
Entity to all Multiemployer Plans in the event of a complete
withdrawal therefrom, as of the close of the most recent fiscal
year of each such Multiemployer Plan, would not reasonably be
expected to result in a Material Adverse Effect.

(b)     Each Foreign Plan has been maintained in
material compliance with its terms and with the requirements of
any and all applicable laws, statutes, rules, regulations and
orders and has been maintained, where required, in good
standing with applicable regulatory authorities, except for
noncompliance that would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.
Except as set forth on Schedule 6.7, no Loan Party has incurred
any material obligation in connection with the termination of
or withdrawal from any Foreign Plan that would, individually or
in the aggregate, reasonably be expected to have a Material
Adverse Effect.  The present value of the accrued benefit
liabilities (whether or not vested) in the aggregate for all
Foreign Plans which are funded, determined as of the end of the
most recently ended fiscal year of a Loan Party on the basis of
actuarial assumptions, each of which is reasonable, did not
exceed the current value of the assets of such Foreign Plans by
an amount that would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, and
for the Foreign Plans which are not funded, the obligations of
such Foreign Plans are properly accrued in all material
respects in accordance with local accounting policies, except
where the failure to do so would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Ef-
fect.

6.8.    Use of Proceeds; Margin Regulations.  The
proceeds of the Loans are to be used solely for the purposes
set forth in and permitted by Section 7.12 and Section 8.7.  No
proceeds of any Revolving Loan were or will be used as
consideration for any portion of the Van Leer Acquisition.  No
Company is generally engaged in the business of purchasing or
selling Margin Stock or extending credit for the purpose of pur-
chasing or carrying Margin Stock.

6.9.    Financial Condition; Financial Statements;
Solvency; etc.  (a)  The audited consolidated balance sheet of
U.S. Borrower dated October 31, 2000 (the "Balance Sheet"), and
the audited consolidated statements of operations and cash
flows of U.S. Borrower for the fiscal year ended October 31,
2000, together with the notes to such financial statements,
have been prepared in conformity with principles consistently
applied (except in each case as described in the notes thereto)
and on that basis fairly present in all material respects the
consolidated financial condition and results of operations of
U.S. Borrower as of the date thereof and for the period
indicated.  The audited consolidated balance sheet of Van Leer
and its Subsidiaries for the fiscal year ended December 31,
1999 and the audited consolidated profit and loss account and
cash flow statements of Van Leer and its Subsidiaries for the
fiscal years ended December 31, 1997, December 31, 1998 and
December 31, 1999, together with the notes to such financial
statements, have been prepared in conformity with generally
accepted accounting practices in The Netherlands consistently
applied (except in each case as described in the notes thereto)
and the unaudited consolidated balance sheet, profit and loss
account and cash flow statements of Van Leer and its
Subsidiaries for the fiscal year ended December 31, 2000, have
been prepared in conformity with generally accepted accounting
practices in The Netherlands consistently applied and on that
basis fairly present in all material respects the consolidated
financial condition and results of operations of Van Leer and
its Subsidiaries at the dates and for the periods indicated.

(b)     Since October 31, 2000, there has not occurred
an event or condition that has had or would have, individually
or in the aggregate, a Material Adverse Effect.

(c)     On and as of the Closing Date and on and as of
each Borrowing Date and each Issuance Date, on a pro forma
basis after giving effect to the Transactions to occur on such
date (solely as to the Closing Date) and to all Indebtedness
incurred, and to be incurred, and Liens created, and to be
created, by each Loan Party on such date, each Loan Party (on a
consolidated basis with its Subsidiaries) is and will be
Solvent.

(d)     Except as fully reflected in the financial
statements delivered at any time pursuant to Section 7.1 or any
financial statements delivered in connection with the
consummation of the Transactions and except for the
Indebtedness incurred under this Agreement, there were as of
the Closing Date and on and as of each Borrowing Date and each
Issuance Date (and after giving effect to any Loans made on
such date) no liabilities or obligations (excluding current
obligations incurred in the ordinary course of business) with
respect to any Company of any nature whatsoever (whether
absolute, accrued, contingent or otherwise and whether or not
due) which, individually or in the aggregate, have had or would
have a Material Adverse Effect.

(e)     During the period from October 31, 2000 to and
including the Effective Date, except as provided in the
Transaction Documents, there has been no sale, transfer or
other disposition by any Company of any material part of its
business or property, taken as a whole, and no purchase or
other acquisition by any of them of any business or property
(including any capital stock of any other Person) material in
relation to the consolidated financial condition of U.S.
Borrower and its Subsidiaries, taken as a whole.

6.10.   Subsidiaries; Properties.  As of the
Closing Date and after giving effect to the Transactions, U.S.
Borrower had no Subsidiaries other than those specifically
disclosed in part (a) of Schedule 6.10 hereto and has no equity
investments in any other corporation or entity other than those
specifically disclosed in part (b) of Schedule 6.10.  Each
Company owns or leases, as applicable, all properties and
assets reflected in the most recent financial statements
delivered pursuant to Section 7.1, except as sold or otherwise
disposed of since the date of such financial statements in the
ordinary course of business and in accordance with this
Agreement.  Title to each such property or asset is held by
U.S. Borrower or a Subsidiary free and clear of all Liens,
except in the case of Collateral, Liens permitted by the
applicable Security Documents, and in the case of properties
and assets not constituting Collateral, Permitted Liens.  The
Companies hold all material licenses, certificates of occupancy
or operation and similar certificates and clearances of
municipal and other authorities necessary to own and operate
their properties in the manner and for the purposes currently
operated by such parties the absence of which would,
individually or in the aggregate, have a Material Adverse
Effect.  No Company has received written notice of defaults
with respect to any leases of real property under which any
Company is lessor or lessee that would, individually or in the
aggregate, have a Material Adverse Effect.

6.11.   Taxes.  (a)  Each Company has timely filed
all Tax Returns required to be filed by it, and each such Tax
Return is complete and correct in all material respects.
Except as set forth in Schedule 6.11, each Company has timely
paid all Taxes shown as due and payable on such Tax Returns or
that are otherwise due and payable (except those Taxes that are
being contested in good faith and for which adequate reserves
are being maintained in accordance with GAAP), except where
failure to do so would not, individually or in the aggregate,
have a Material Adverse Effect.  Each Company has made adequate
provision for all Taxes of such Company which are not yet due
and payable.  The Loan Parties do not know of any proposed or
pending tax assessment, audit or deficiency against any Company
that would, individually or in the aggregate, have a Material
Adverse Effect.

(b)     (i) No extension of a statute of limitations
relating to material Taxes is in effect with respect to any
Company; (ii) no Company has ever been a member of an
affiliated group of corporations within the meaning of
Section 1504 of the Code other than an affiliated group of
corporations of which U.S. Borrower was the common parent; and
(iii) there are no material Tax sharing agreements or similar
arrangements (including Tax indemnity arrangements) with
respect to or involving any Company other than between or among
the Companies.

(c)     All deficiencies or assessments which have been
asserted against any Company as a result of any federal, state,
local or foreign Tax examination for each taxable year in
respect of which an examination has been conducted have been
fully paid or finally settled or are being contested in good
faith, and no issue has been raised in any such examination
which, by application of similar principles, reasonably would
be expected to result in assertion of a material deficiency for
any other year not so examined which has not been reserved for
in U.S. Borrower's consolidated financial statements heretofore
delivered to the Lead Arranger to the extent, if any, required
by GAAP.

6.12.   Environmental Matters.  (a)  Except as set
forth on Schedule 6.12 and except as would not, individually or
in the aggregate, after giving effect to the insurance policy
described in subsection 6.12(c) below, have a Material Adverse
Effect:

(i)    Each Company has obtained all Environmental
       Approvals with respect to the operation of the businesses
       and facilities and properties owned, leased or operated by
       any of them including, without limitation, any joint
       ventures.

(ii)   Each Company is in compliance with all terms and
       conditions of the Environmental Approvals specified in
       subsection (i) above, and is also in compliance with, and
       has no liability under, any Environmental Laws.

(iii)  No Company has received written notice that it
       has been identified as a potentially responsible party
       under the Comprehensive Environmental Response,
       Compensation and Liability Act of 1980, as amended
       ("CERCLA"), or any comparable foreign or state law, nor
       has any Company received any written notification that any
       Hazardous Materials that it or any of its predecessors in
       interest has used, generated, stored, treated, handled,
       transported or disposed of, or arranged for disposal or
       treatment of, or arranged with a transporter for transport
       for disposal or treatment of, have been found at any site
       at which any governmental agency or private party is
       conducting or plans to conduct a remedial investigation or
       other action pursuant to any Environmental Law.

(iv)   There have been no Releases of Hazardous
       Materials by any Company or, to the knowledge of the
       Borrowers, their respective predecessors in interest on,
       at, upon, into or from any facilities or properties owned,
       leased, or operated by any of them.  To the knowledge of
       the Borrowers, there have been no such Releases of
       Hazardous Materials on, at, under or from any property
       adjacent to any Mortgaged Property that, through soil,
       air, surface water or groundwater migration or contamination,
       would reasonably be expected to have migrated to or
       under any Mortgaged Property.

(v)    No properties now or formerly owned, leased or
       operated by any Company are (i) listed or proposed for
       listing on the National Priorities List under CERCLA or
       (ii) listed in the Comprehensive Environmental Response,
       Compensation, Liability Information System List
       promulgated pursuant to CERCLA or (iii) included on any
       comparable lists maintained by any Governmental Authority.

(vi)   There are no past or present events, conditions,
       activities, practices, or actions which would reasonably
       be expected to prevent any Company's compliance with any
       Environmental Law, or which could reasonably be expected
       to give rise to any liability under any Environmental Law.

(vii)  No properties now or formerly owned, leased or
       operated by any Company are or would reasonably be
       expected to be the subject of any investigation, response
       or corrective action under any Environmental Law.

(viii) No Lien has been asserted or recorded, or to the
       knowledge of the Borrowers threatened under any
       Environmental Law with respect to any assets, facility,
       Inventory or property owned, leased or operated by any Com-
       pany.

(ix)   No Company has assumed by contract or agreement
       any liabilities or obligations arising under any
       Environmental Law.

(x)    No Company has entered into or agreed to any
       currently pending or effective judgment, decree or order
       by any judicial or administrative tribunal, or is subject
       to any judgment, decree or order relating to compliance
       with any Environmental Law or to investigation, response
       or corrective action with respect to any Hazardous
       Material under any Environmental Law.

(xi)   No Company has received any notice of an Environ-
       mental Claim.

(xii)  There are no underground storage tanks or
       related piping surface impoundments, or landfills at any
       property owned, operated or leased by any Company, other
       than those maintained in all material respects in
       compliance with all Environmental Laws, the violation of
       which would not have a Material Adverse Effect, and any
       former underground tanks or related piping surface
       impoundments, or landfills on any such property have been
       removed or closed in accordance with Environmental Laws.

(b) Environmental Documents.  On the Effective Date,
to the knowledge of U.S. Borrower, all environmental
investigations, studies, audits or assessments in the
possession or control of any Company ("Reports") concerning any
violation or potential violation of, or liability or potential
liability under, any Environmental Law relating to any current
or prior business, facilities or properties of any Company (or
any of their respective predecessors in interest) or any
property, asset or facility currently or formerly (i) owned,
operated or leased or (ii) used for the storage or disposal of
Hazardous Materials, in each case by any Company (or any of
their respective predecessors in interest) have been made
available to the Lead Arranger, except for Reports concerning
such violation or liability, individually or in the aggregate,
which would not have a Material Adverse Effect.

(c) Environmental Insurance.  As of the Effective
Date, the Companies currently maintain in full force and
effect, with Environmental Compliance Services (or other
financially sound and reputable independent insurer reasonably
satisfactory to the Lead Arranger), insurance with respect to
their properties and business against Environmental Claims
substantially in the form provided to the Lead Arranger prior
to the Effective Date.

6.13.   Regulated Entities.  No Company is an
"investment company" or a company "controlled" by an
"investment company" within the meaning of the Investment
Company Act of 1940, as amended.  No Company is subject to
regulation under the Public Utility Holding Company Act of
1935, the U.S. Federal Power Act, the Interstate Commerce Act,
any state public utilities code, or any other U.S. Federal or
state statute or regulation limiting its ability to incur In-
debtedness.

6.14.   Employee and Labor Matters.  There is
(i) no unfair labor practice complaint pending against any
Company or, to the best knowledge of the Borrowers, threatened
against any of them, before the National Labor Relations Board
or similar foreign entity, and no grievance or arbitration
proceeding arising out of or under any collective bargaining
agreement is so pending against any Company or, to the best
knowledge of the Borrowers, threatened against any of them, and
(ii) no strike, labor dispute, slowdown or stoppage pending
against any Company or, to the best knowledge of the Borrowers,
threatened against any Company, except such as would not (with
respect to any matter specified in clause (i) or (ii) above,
either individually or in the aggregate) have a Material Ad-
verse Effect.

6.15.   Intellectual Property.  (a)  Each Company
owns or possesses adequate licenses or otherwise has the right
to use all of the patents, patent applications, trademarks,
trademark applications, service marks, service mark
applications, trade names, copyrights, trade secrets and know-
how (whether domestic or foreign) (collectively, "Intellectual
Property") that are necessary for the operation of its business
as presently conducted, except where the failure to so own or
possess licenses or rights would not, individually or in the ag-
gregate, have a Material Adverse Effect.  To the knowledge of
U.S. Borrower, no claim is pending that any Company infringes
upon the asserted rights of any other Person under any
Intellectual Property, except for any such claim which would
not, individually or in the aggregate, have a Material Adverse
Effect.  To the knowledge of U.S. Borrower, no claim is pending
that any such Intellectual Property owned or licensed by any
Company or which any Company otherwise has the right to use, is
invalid or unenforceable, except for any such claim which would
not, individually or in the aggregate, have a Material Adverse
Effect.

(b)     Except as set forth in Schedule 6.15 or except
as would not, individually or in the aggregate, have a Material
Adverse Effect, a Company owns or has the right to use all
Intellectual Property described in clause (a), and the
consummation of the transactions contemplated hereby will not
alter or impair any such rights.  Subject to the rights of
third parties set forth in Schedule 6.15, the applicable
Company's rights, title and interests in its Intellectual
Property described in clause (a) (i) that constitutes
Collateral are free and clear of all Liens other than Liens
permitted by this Agreement and the applicable Security
Documents, excluding licenses entered into in the ordinary
course of business and (ii) that does not constitute Collateral
are free and clear of all Liens other than Permitted Liens.

6.16.   Existing Indebtedness.  Schedule 6.16 sets
forth a true and complete list of all Indebtedness of the
Companies owed to any person other than a Company outstanding
as of the Effective Date (other than the Obligations) and that
is to remain outstanding after giving effect to the
Transactions occurring on the Closing Date and the incurrence
of Loans on the Closing Date, in each case showing the
aggregate principal amount thereof and the name of the
applicable borrower and any other entity which directly or
indirectly guaranteed such Indebtedness.  Such Indebtedness has
a Dollar Equivalent principal amount of less than U.S.
$50,000,000.

6.17.   True and Complete Disclosure.  All factual
information (taken as a whole) heretofore or contemporaneously
furnished by or on behalf of U.S. Borrower and the other
Companies in writing to any Lender (including, without
limitation, all information contained in the Transaction
Documents and the Confidential Memorandum) for purposes of or
in connection with this Agreement or any transaction
contemplated herein is (or was, on the Closing Date), and all
other such factual information (taken as a whole) furnished by
or on behalf of the Companies in writing to any Lender after
the Closing Date was and will be, true and accurate in all
material respects on the date as of which such information is
dated or certified and not incomplete by omitting to state any
material fact necessary to make such information, taken as a
whole, not misleading at such time in light of the
circumstances under which such information was provided.  The
projections and pro forma financial information contained in or
to be contained in such materials (including the projections
included in the Confidential Memorandum and the budgets to be
furnished pursuant to Section 7.1(c)) are and will be based on
good faith estimates and assumptions believed by U.S. Borrower
to be reasonable at the time made, it being recognized by the
Lenders that such projections as to future events are not to be
viewed as facts, that actual results during the period or
periods covered by any such projections may differ materially
from the projected results and that U.S. Borrower makes no
representation or warranty that such projections, pro forma
results or budgets will be realized.  There is no fact known to
U.S. Borrower which materially and adversely affects the
business, operations, property, assets, nature of assets,
liabilities, condition (financial or otherwise) or prospects of
the Companies, taken as a whole, which has not been disclosed
herein or in such other documents, certificates and written
statements furnished to the Lenders for use in connection with
the transactions contemplated hereby.

6.18.   Security Interests; Certain Matters
Relating to Collateral.  (a)  The Security Documents, once
executed, delivered, filed and/or recorded, together with all
necessary filings contemplated by the Security Documents, will
create, in favor of the Paying Agent for its benefit and for
the benefit of the Lenders, as security for the obligations
purported to be secured thereby, a valid and enforceable
perfected first priority security interest in and Lien upon all
of the Collateral, superior to and prior to the rights of all
third persons and subject to no Liens except the Prior Liens
applicable to such Collateral and Liens permitted by the
applicable Security Document, in all cases until the security
interests created thereby are released in accordance with this
Agreement and the Security Documents.  The mortgagor under each
Domestic Mortgage and Foreign Mortgage has good and marketable
title to the Mortgaged Property free and clear of all Liens
other than Liens and Prior Liens applicable to such Mortgaged
Property and Liens permitted by the applicable Mortgage.  Each
pledgor or assignor, as the case may be, has (or on and after
the time it executes the applicable Security Document, will
have) good and marketable title to all items of Collateral
(other than Real Property subject to a Mortgage) covered by
such Security Document free and clear of all Liens other than
Liens permitted by the applicable Security Document.  No
filings or recordings are required in order to perfect the
security interests created under any Security Document on the
date such document is delivered, except for filings or
recordings required in connection with any such Security
Document as set forth in such Security Document.

(b)     The Intercompany Security Documents, once
executed, delivered, filed and/or recorded, will create, in
favor of the lender under the applicable Intercompany Loan, as
security for the obligations purported to be secured thereby, a
valid and enforceable perfected first priority security
interest in and Lien upon all of the Intercompany Collateral,
superior to and prior to the rights of all third persons and
subject to no Liens except the Prior Liens applicable to such
Intercompany Collateral and Liens permitted by the applicable
Security Document, in all cases until the security interests
created thereby are released in accordance with this Agreement
and the Intercompany Security Documents.  The mortgagor under
each Intercompany Mortgage has good and marketable title to the
Mortgaged Property free and clear of all Liens other than Prior
Liens applicable to such Mortgaged Property and Liens permitted
by the applicable Mortgage.  Each pledgor or assignor, as the
case may be, has (or on and after the time it executes the
applicable Intercompany Security Document, will have) good and
marketable title to all items of Intercompany Collateral (other
than Real Property subject to a Mortgage) covered by such
Intercompany Security Document free and clear of all Liens
other than Liens permitted by the applicable Intercompany
Security Document.  No filings or recordings are required in
order to perfect the security interests created under any
Intercompany Security Document on the date such document is
delivered, except for filings or recording required in
connection with any such Intercompany Security Document as set
forth in such Security Document.

(c)     No Company owns any Real Property located in the
United States and not listed on Schedule 1.1(a)(i) the loss of
which (without giving effect to any insurance recovery or other
recovery), by itself, would reasonably result in a Material
Adverse Change with respect to U.S. Borrower.  On and after the
date that is 90 days after the Effective Date, no Company
leases any Real Property located in the United States and not
subject to a leasehold Mortgage in favor of the Creditors the
loss of which (without giving effect to any insurance recovery
or other recovery), by itself would reasonably be expected to
result in a Material Adverse Change with respect to U.S.
Borrower.  Such leased Real Property as of the date hereof is
listed in Schedule 1.1(a)(i).

6.19.   Representations and Warranties in Credit
Documents and Transaction Documents.  All representations and
warranties set forth in the other Credit Documents and the
Transaction Documents were (with respect to representations and
warranties of parties other than U.S. Borrower, to the
knowledge of U.S. Borrower) true and correct in all material
respects as of the time such representations and warranties
were made and are true and correct in all material respects as
of the Closing Date as if such representations and warranties
were made on and as of such date, unless stated to relate to a
specific earlier date, in which case such representations and
warranties were true and correct in all material respects as of
such earlier date.

6.20.   Van Leer Acquisition.  At the time of
consummation thereof, the Van Leer Acquisition will be
consummated substantially in accordance with the terms of the
Van Leer Acquisition Documents and all applicable Requirements
of Law.  At the time of consummation thereof, all consents and
approvals of, and filings and registrations with, and all other
actions in respect of, all Governmental Authorities required to
make or consummate the Van Leer Acquisition shall be obtained,
given, filed or taken or waived and are or will be in full
force and effect (or effective judicial relief with respect
thereto has been obtained), except as set forth on Schedule
6.20 and except where the failure to obtain, give, file, or
take would not, individually or in the aggregate, have a
Material Adverse Effect.  All applicable waiting periods with
respect thereto have or, prior to the time when required, will
have, expired without, in all such cases, any action being
taken by any competent Governmental Authority which restrains,
prevents, or imposes material adverse conditions upon the Van
Leer Acquisition except where the failure to so expire would
have a Material Adverse Effect.  Additionally, there does not
exist any judgment, order or injunction prohibiting or imposing
material adverse conditions upon the Van Leer Acquisition or
the performance by the Companies of their obligations under the
Van Leer Acquisition Documents and all applicable Requirements
of Law.

6.21.   Broker's Fees.  No broker's or finder's fee
or commission will be payable with respect to this Agreement or
any of the Transactions contemplated hereby, and the Borrowers
hereby jointly and severally indemnify the Co-Agents and the
Lenders against, and agree that they will jointly and severally
hold the Co-Agents and the Lenders harmless from, any claim,
demand or liability for any such broker's or finder's fees al-
leged to have been incurred in connection herewith or therewith
and any expenses (including fees, expenses and disbursements or
counsel) arising in connection with any such claim, demand or
liability.

                              ARTICLE VII

                         AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment
hereunder, or any Loan or other Obligation (other than any
contingent indemnity Obligations) shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding:

7.1.    Financial Statements, etc.  The Borrowers shall
deliver to the Paying Agent and each Lender, in form and detail
reasonably satisfactory to the Paying Agent:

(a)     as soon as available, but not later than 90 days
after the end of each fiscal year, a copy of the audited
consolidated balance sheet of the Companies as at the end
of such year and the related consolidated statements of
operations, retained earnings, shareholders' equity and
cash flow for such year, setting forth in each case in
comparative form the corresponding consolidated figures
for the previous fiscal year and comparable budgeted
figures for such fiscal year, and, in the case of the
consolidated statements, accompanied by the opinion of
Ernst & Young LLP or another internationally recognized
independent certified public accounting firm selected by
U.S. Borrower and reasonably acceptable to the Paying
Agent (the "Independent Auditor"), which opinion (i) shall
state that such consolidated financial statements present
fairly in all material respects the consolidated financial
position and results of operations of the Companies for
the periods indicated in conformity with GAAP and
(ii) shall not be qualified or limited because of a
restricted or limited examination or in any other material
respect by the Independent Auditor of any material portion
of any Company's records and shall be delivered to the
Paying Agent pursuant to a reliance agreement between the
Paying Agent and Lenders and such Independent Auditor in
form and substance reasonably satisfactory to the Agents
and a certificate of such accountants stating that in the
course of its regular audit of the business of the
Companies no Event of Default or Unmatured Event of
Default which has occurred and is continuing has come to
their attention or, if such an Event of Default or
Unmatured Event of Default has come to their attention, a
statement as to the nature thereof;

(b)     as soon as available, but not later than 45 days
after the end of each fiscal quarter (other than the
fourth fiscal quarter, which will be delivered in 90 days)
of each fiscal year, a copy of the consolidated balance
sheet of the Companies as at the end of such quarter and
the related consolidated statements of operations,
retained earnings and cash flow for the period commencing
on the first day and ending on the last day of such
quarter, and the period from the beginning of the
respective fiscal year to the end of such quarter, setting
forth in each case in comparative form the corresponding
consolidated figures for the corresponding period in the
previous fiscal year, accompanied by a certificate of a Re-
sponsible Officer of U.S. Borrower, which certificate
shall state that said consolidated financial statements
fairly present in all material respects, in accordance
with GAAP (subject to ordinary, good-faith year-end
adjustments and the absence of footnotes), the
consolidated financial position and the results of
operations of the Companies;

(c)     within 90 days after the commencement of each
fiscal year, budgets of the Companies in reasonable detail
for each fiscal quarter of such fiscal year and for each
fiscal quarter of the immediately succeeding fiscal year,
in each case, as customarily prepared by management for
its internal use, setting forth, with appropriate
discussion, the principal assumptions upon which such
budgets are based.  Together with each delivery of
statements of operations pursuant to subsection 7.1(b), a
comparison of the current year-to-date financial results
against the budgets required to be submitted pursuant to
this subsection (c) shall be presented; and

(d)     promptly upon receipt thereof, a copy of each
definitive report or "management letter" submitted to any
Company by its independent accountants in connection with
any annual, interim or special audit made by them of the
books of any Company.

7.2.    Certificates; Other Information.  The Borrowers
shall deliver to the Paying Agent and each Lender:

(a)     concurrently with the delivery of the financial
statements referred to in subsections 7.1(a) and (b), a
Compliance Certificate executed by a Responsible Officer
of U.S. Borrower stating that the Borrowers and their
Subsidiaries are in compliance with each covenant set
forth under this Article VII and Article VIII, together
with calculations demonstrating Excess Cash Flow (in the
case of delivery of financial statements pursuant to
subsection 7.1(a)) in reasonable detail compliance with
each Financial Maintenance Covenant, and with respect to
any calculation utilizing EBITDA, a schedule showing the
pro forma effect of any Acquisition to the extent pro
forma effect is given thereto with appropriate supporting
information and data;

(b)     on and after the Trigger Date, concurrently with
the financial statements delivered pursuant to subsections
7.1(a) and 7.1(b), an Interest Rate Certificate executed
by a Responsible Officer of U.S. Borrower;

(c)     as soon as practicable, copies of all financial
statements and regular, periodical or special reports that
any Company may make to, or file with, the SEC or similar
foreign authority or securities exchange if not otherwise
delivered under Section 7.1;

(d)     as soon as practicable, such additional
information regarding the business, financial or corporate
affairs of any Company as the Paying Agent or any Lender
(through the Paying Agent) may from time to time rea-
sonably request; and

(e)     within 45 days after the end of each fiscal
quarter of each fiscal year, a certificate of a
Responsible Officer (i) certifying compliance with
Sections 5.6, 5.7, 6.5, 7.1 and 8.5 of the U.S. Borrower
Guarantee and Security Agreement and the Domestic
Guarantee and Security Agreement and the provisions of
Sections 7.15 and 7.16 and (ii)(A) certifying that no Real
Property has been acquired subsequent to the Closing Date
or the date of the last certificate delivered under this
subsection 7.2(e), as appropriate, or if such Real
Property has been so acquired, certifying which Real
Property has been so acquired; (B) if such Real Property
has been so acquired, certifying that such Real Property
has been made subject to the Lien of the Security
Documents in accordance with the provisions of Section
7.15, if so required; and (C) certifying that no property
(other than Real Property) has been acquired subsequent to
the Closing Date or the date of the last certificate
delivered under this subsection 7.2(e), as appropriate,
which property has not been made subject to the Lien of
the Security Documents in accordance with the provisions
of Section 7.15.

7.3.    Notices.  Promptly upon a Responsible Officer of
any Company learning thereof, a Borrower shall notify the
Paying Agent and each Lender:

(a)     of the occurrence of any Event of Default or
Unmatured Event of Default;

(b)     of any of the following matters that would,
individually or in the aggregate with any other such
matters, reasonably be expected to have a Material Adverse
Effect:  (i) any material breach or non-performance of, or
any material default under, a Contractual Obligation of
any Company; (ii) any dispute, litigation, investigation,
proceeding or suspension by or before any Governmental
Authority affecting any Company; or (iii) the commencement
of, or any material development in, any litigation or
proceeding affecting any Company, including pursuant to
any applicable Environmental Laws; and

(c)     of the occurrence of any of the following events
if such event has resulted or could reasonably be expected
to result in any Material Adverse Effect or in a Lien
under ERISA or the Code (but in no event more than ten
days after such event), and deliver to the Paying Agent
and each Lender a copy of any notice with respect to such
event that is filed with a Governmental Authority and any
notice delivered by a Governmental Authority to any ERISA
Entity with respect to such event, and upon the request of
the Paying Agent or any Lender shall furnish any Schedule
B (Actuarial Information) to the annual report (Form 5500
Series) filed by any ERISA Entity with the Internal
Revenue Service with respect to any Pension Plan:  (i) an
ERISA Event; (ii) the adoption after the Closing Date of,
or the commencement after the Closing Date of
contributions to, any Plan subject to Section 412 of the
Code by any ERISA Entity; (iii) the adoption after the
Closing Date of any amendment to a Plan subject to Sec-
tion 412 of the Code; (iv) of any pending or threatened
Environmental Claim against any Company or any Real
Property owned or operated by any Company that would,
individually or in the aggregate, have a Material Adverse
Effect; (v) of any condition or occurrence on any Real
Property owned or operated by any Company that (x) results
in noncompliance by any Company with any applicable
Environmental Law or (y) would form the basis of an
Environmental Claim against any Company or any such Real
Property, in each case of clause (x) or clause (y) to the
extent that any such noncompliance or Environmental Claim
would, singly or in the aggregate, have a Material Adverse
Effect; and (vi) of any condition or occurrence on any
Real Property owned or operated by any Company that could
reasonably be expected to cause such Real Property to be
subject to any restrictions on the ownership, occupancy,
use or transferability by any Company, as the case may be,
of its interest in such Real Property under any
Environmental Law which condition or occurrence would,
individually or in the aggregate, have a Material Adverse
Effect.

Each notice under this Section 7.3 shall be
accompanied by a written statement by a Responsible Officer
setting forth details of the occurrence referred to therein,
and stating what action the Borrowers or any affected Company
proposes to take with respect thereto.

7.4.    Preservation of Corporate Existence, etc.  Each
Borrower shall, and shall cause each of its Subsidiaries to:

(a)     preserve and maintain in full force and effect
its existence and, if applicable, good standing under the
laws of its state or jurisdiction of organization, except
in a transaction permitted by Section 8.2;

(b)     preserve and maintain in full force and effect
all material governmental rights, privileges,
qualifications, permits, licenses and franchises necessary
in the normal conduct of its business, except in
connection with transactions permitted by Section 8.2 and
except where the failure to do so would not, individually
or in the aggregate, reasonably be expected to have a
Material Adverse Effect;

(c)     use reasonable efforts, in the ordinary course
of business, to preserve its business organization and
goodwill and except where the failure to do so would not,
individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect;

(d)     preserve or renew all of its Intellectual
Property, the non-preservation of which would,
individually or in the aggregate, have a Material Adverse
Effect; and

(e)     comply in all material respects with all
material Requirements of Law of any Governmental Authority
having jurisdiction over it or its business if failure to
comply with such requirements would, individually or in
the aggregate, have a Material Adverse Effect,

except, in the case of clauses (a) (with respect to any Company
which is of de minimis significance to the Companies taken as a
whole), (b), (c) and (d), to the extent no longer economically
desirable, in the commercially reasonable opinion of management
and except for the Van Leer Acquisition.

7.5.    Maintenance of Property; Insurance.  (a)  Each
Borrower shall, and shall cause each of its Subsidiaries,
(i) to maintain or cause to be maintained in good repair,
working order and condition (subject to normal wear and tear)
all properties used in its businesses and from time to time
will make or cause to be made all repairs, renewals and
replacements thereof which the applicable Company determines in
good faith to be commercially reasonable so that the business
carried on in connection therewith may be properly and advanta-
geously conducted and will maintain and renew as necessary all
licenses, permits and other clearances reasonably necessary to
use and occupy such properties, except to the extent no longer
economically desirable in the commercially reasonable opinion
of the applicable Company, and (ii) promptly to pay all calls,
installments and other payments which may be made or become due
in respect of any shares held by any Company, except in each
case where the failure to do so would reasonably be expected to
have a Material Adverse Effect.

(b)     Each Borrower shall, and shall cause each of its
Subsidiaries to, maintain in full force and effect, with
financially sound and reputable independent insurers, insurance
or reinsurance with respect to their properties and business
against loss or damage of the kinds customarily insured against
by businesses of established reputation engaged in the same or
similar business and similarly situated, of such types and in
such amounts as are customarily carried under similar
circumstances by such other corporations (including the insur-
ance referred to in subsection 6.12(c)).  U.S. Borrower shall
furnish to the Lead Arranger on the Closing Date a summary of
the insurance carried by any Company material to the Companies
taken as a whole, together with certificates of insurance and
other evidence of such insurance, if any, naming the Paying
Agent as an additional insured and/or loss payee.

(c)     Without duplicating the requirements of
subsection 7.5(b), each Borrower shall, and shall cause each of
its Subsidiaries to, maintain in full force the insurance
coverages specified in the Mortgages and the other Security
Documents so long as any Collateral is pledged thereunder
pursuant to the terms of this Agreement and the Security
Documents.

7.6.    Payment of Obligations.  Each Borrower shall,
and shall cause each of its Subsidiaries to, pay and discharge
as the same shall become due and payable all of their
obligations and liabilities, including all material lawful
claims which, if unpaid, would by law become a Lien (other than
a Permitted Lien) upon their property; unless, in each case,
the same are being contested in good faith by appropriate
proceedings and adequate reserves in accordance with GAAP are
being maintained by such Company with respect thereto, or the
failure to so pay or discharge would not, individually or in
the aggregate, have a Material Adverse Effect.

7.7.    Taxes.  Each Borrower shall, and shall cause
each of its Subsidiaries to timely file all Tax Returns
required by any Governmental Authority to be filed by them
(which Tax Returns shall be accurate in all material respects)
and timely pay and discharge all Taxes imposed on them or any
of their property or assets (except those Taxes that are being
contested in good faith and for which adequate reserves are
being maintained in accordance with GAAP), which if not paid
would reasonably be expected to result in a Material Adverse Ef-
fect.

7.8.    Compliance with Environmental Laws.  (a)  Each
Borrower shall, and shall cause each of its Subsidiaries to,
comply with all Environmental Laws; (b) each Borrower shall,
and shall cause each of its Subsidiaries to, pay all costs and
expenses incurred by it in complying in all respects with all
Environmental Laws, and will keep or cause to be kept all Real
Property owned, operated or leased by any of them free and
clear of any Liens imposed pursuant to such Environmental Laws;
(c) in the event of the presence of any Hazardous Material at,
on, under or upon any property owned, operated or leased by any
Company which would reasonably be expected to result in
liability under or a violation of any Environmental Law, in
each case which would, individually or in the aggregate, have a
Material Adverse Effect, U.S. Borrower agrees to undertake,
and/or to cause any of its Subsidiaries, tenants or occupants
to undertake, at their sole expense, any investigation,
response or other action required pursuant to Environmental
Laws to mitigate and eliminate any such adverse effect unless
the failure to comply with these requirements specified in
clause (a), (b) or (c) above would not, individually or in the
aggregate, have a Material Adverse Effect; provided, however,
that no Company shall be required to comply with any order or
directive which is being contested in good faith and by proper
proceedings so long as it has maintained adequate reserves with
respect to such compliance to the extent required in accordance
with GAAP; and (d) U.S. Borrower shall as promptly as
practicable notify the Paying Agent of the occurrence of any
event specified in clause (c) of this Section 7.8 and shall
thereafter keep the Paying Agent informed on a periodic basis
of any actions taken in response to such event and the results
of such actions.

7.9.    Compliance with ERISA.  Each Borrower shall, and
shall cause each ERISA Entity to:  (a) maintain each Plan in
compliance in all material respects with the applicable
provisions of ERISA, the Code and other applicable law;
(b) cause each Plan which is qualified under Section 401(a) of
the Code to maintain such qualification; and (c) make all
required contributions to any Plan subject to Section 412 of
the Code, except where failure to comply with clause (a), (b)
or (c) would not, individually or in the aggregate, have a
Material Adverse Effect.

7.10.   Inspection of Property and Books and
Records.  Each Borrower shall, and shall cause each of its
Subsidiaries to, maintain proper books of record and account,
in which full, true and correct entries in all material
respects (in order to permit the preparation of U.S. Borrower's
consolidated financial statements in conformity with GAAP)
shall be made of all financial transactions and matters
involving the assets and business of the Companies.  Each
Borrower shall, and shall cause each of its Subsidiaries to,
permit representatives and independent contractors of any Co-
Agent or any Lender to visit and inspect any of their
properties or assets, to examine their corporate, financial and
operating records, and make copies thereof or abstracts
therefrom, and to discuss their affairs, finances and accounts
with their directors, officers, and independent public
accountants, all at the expense of U.S. Borrower so long as
such expenses are reasonable and at such reasonable times and
intervals during normal business hours and as often as may be
reasonably desired, upon not less than two Business Days'
advance notice to U.S. Borrower and to the applicable
Subsidiary; provided, however, when an Event of Default or
emergency exists the Paying Agent or any Lender may do any of
the foregoing at any time and without advance notice in a
reasonable manner.

7.11.   End of Fiscal Years; Fiscal Quarters.  U.S.
Borrower shall, for financial reporting purposes, cause
(i) each of its, and each of its Subsidiaries', fiscal years to
end on October 31 of each year and (ii) each of its, and each
of its Subsidiaries', fiscal quarters to end on January 31,
April 30, July 31 and October 31 of each year.

7.12.   Use of Proceeds.  U.S. Borrower shall use
the proceeds of the Term Loans solely to (i) finance the Van
Leer Acquisition, (ii) consummate the Refinancing, and (iii)
pay fees and expenses related to the Van Leer Acquisition and
the Refinancing.  The Borrowers shall use the proceeds of the
Revolving Loans solely to (i) finance the Van Leer Acquisition,
(ii) consummate the Refinancing, (iii) pay fees and expenses re-
lated to the Van Leer Acquisition and the Refinancing, and
(iv) provide working capital and for general business purposes
of the Companies.

7.13.   Further Assurances; New Subsidiaries.  Each
Borrower shall, and shall cause each of its Subsidiaries to,
take such actions as are reasonably necessary or as the Paying
Agent or any Lender may reasonably request from time to time to

(a)     Ensure that (i) the Obligations of U.S. Borrower
and Subsidiary Borrower are unconditionally guaranteed by
each Domestic Subsidiary (other than the Domestic
Subsidiaries set forth on Schedule 7.13A (which Schedule
expressly shall not include Soterra LLC)) and secured by
all of each such Domestic Subsidiary's (other than any
Receivables Co.'s or Soterra LLC's) property and assets
(to the extent required by the Domestic Security
Documents), in each case pursuant to the Domestic Guar-
antee and Security Agreement, (ii) the Obligations of
Subsidiary Borrower are unconditionally guaranteed by each
Foreign Subsidiary listed on Schedule 7.13B and by each
Foreign Subsidiary required to provide such a guarantee
under subsection 7.13(b), in each case pursuant to a
Foreign Guarantee and secured by such Foreign Subsidiary's
assets (to the extent required by the Foreign Security
Documents), in each case pursuant to a Foreign Security
Agreement, subject to the absence of such requirements con-
templated by Section 7.22 and (iii) the Intercompany Loans
are unconditionally guaranteed by each Foreign Subsidiary
listed on Schedule 7.13C and by each Foreign Subsidiary
required to provide such a guarantee under subsection
7.13(b), in each case pursuant to an Intercompany
Guarantee and secured by such Foreign Subsidiary's assets
(to the extent required by the Intercompany Security
Documents), in each case pursuant to an Intercompany
Security Agreement subject to the absence of such
requirements contemplated by Section 7.22 , and

(b)     Cause (A) each Domestic Subsidiary (other than
any Receivables Co.) created or acquired after the
Effective Date by any Company in which the aggregate
amount invested therein by any Company is in excess of the
Dollar Equivalent of U.S. $2,000,000 after the Closing
Date to execute and deliver a joinder agreement
substantially in the form of Exhibit 3 to the Domestic
Guarantee and Security Agreement and Domestic Mortgage and
(B) each Foreign Subsidiary created or acquired after the
Effective Date by any Company in which the aggregate
amount invested therein by any Company is in excess of the
Dollar Equivalent of U.S. $2,000,000 after the Closing
Date to execute and deliver a Foreign Guarantee and
Foreign Security Agreement and an Intercompany Guarantee
and an Intercompany Security Agreement, subject to the
limitations and prohibitions of local law.

7.14.   Equal Security for Loans and Notes.  If any
Company (other than any Receivables Co.) shall create or assume
any Lien upon any of their respective property or assets,
whether now owned or hereafter acquired and whether or not such
property or assets constitute Collateral, other than any Lien
permitted by the Credit Documents, it shall make or cause to be
made effective provisions whereby the Obligations will be
secured by such Lien equally and ratably with any and all other
Indebtedness thereby secured as long as any such Indebtedness
shall be secured; provided, however, that this covenant shall
not be construed as consent by the Paying Agent and the
Required Lenders to any violation by any Company of the
provisions of Section 8.1.

7.15.   Pledge of Additional Collateral.
(a)  Subject to Section 7.14, as soon as reasonably practicable
after the acquisition after the Closing Date of any personal
property or assets by any Loan Party or Intercompany Loan Party
with a Dollar Equivalent value in excess of the Dollar
Equivalent of U.S. $5,000,000 (the "Additional Collateral"),
each such Loan Party or Intercompany Loan Party shall take all
reasonably necessary or desirable action, including the filing
of appropriate financing statements under the provisions of the
UCC and applicable foreign, domestic or local laws, rules or
regulations in each of the offices where such filing is nec-
essary or appropriate, to (1) with respect to Additional
Collateral acquired by any Loan Party, grant to the Paying
Agent for the benefit of (i) with respect to any such
Additional Collateral acquired by any Domestic Loan Party, all
of the Creditors, and (ii) with respect to any such Additional
Collateral acquired by a Foreign Loan Party, the Lenders owed
Obligations by Subsidiary Borrower and (2) with respect to
Additional Collateral acquired by any Intercompany Loan Party,
grant to the obligee of Intercompany Loans a perfected first
priority Lien in such Additional Collateral (or comparable
interest under foreign law in the case of foreign Additional
Collateral), subject to Liens of the type permitted in the
Security Documents, pursuant to and to the full extent required
by the applicable Security Documents, the applicable
Intercompany Security Documents and this Agreement; provided,
however, that notwithstanding the foregoing, (1) "Additional
Collateral" shall in no event include Timber Assets or the
Equity Interests in CorrChoice or Soterra LLC or the property
or assets of CorrChoice or Soterra LLC; (2) no Domestic Loan
Party shall be required, subject to Section 7.19, to pledge
more than 65% of the Equity Interests of any Foreign
Subsidiary, and no Equity Interests of any Foreign Subsidiary
which is not a "first tier" Subsidiary of a Domestic Loan Party
need be pledged by a Domestic Loan Party; and (3) no Foreign
Subsidiary need pledge any property or assets to the extent
prohibited by applicable law or to the extent such pledge would
secure the Obligations of any Domestic Loan Party.

(b) In the event that (x) any Loan Party or
Intercompany Loan Party acquires after the Closing Date an
interest in any additional Real Property with a fair market
value in excess of the Dollar Equivalent of U.S. $15,000,000,
such Company shall take such actions and execute such documents
as the Paying Agent shall reasonably require to (1) with
respect to any such Real Property acquired by any Loan Party,
grant to the Paying Agent a first priority perfected Lien on
such Real Property for the benefit of (i) with respect to any
such Real Property acquired by any Domestic Loan Party, all of
the Creditors, and (ii) with respect to any such Real Property
acquired by any Foreign Loan Party, the Lenders owed
Obligations by Subsidiary Borrower and (2) with respect to any
such Real Property acquired by any Intercompany Loan Party,
grant to the obligee of the Intercompany Loans, through a
Mortgage, a first priority perfected Lien on such Real Property
for the Creditors and a second priority perfected Lien for such
obligee (second only to the Lien of the Creditors and Liens
permitted by the applicable Mortgage).  All actions taken by
the parties in connection with the pledge of Additional
Collateral, including reasonable costs of counsel for the
Lenders, shall be for the account of the Borrowers, who shall
pay all reasonable sums due on demand.

7.16.   Security Interests.  (a)  Each Borrower
shall, and shall cause each of its Subsidiaries (other than any
Receivables Co., Soterra LLC and the Subsidiaries listed on
Schedule 7.13A) to, perform any and all reasonable acts and
execute any and all documents (including, without limitation,
the execution, amendment or supplementation of any financing
statement, continuation statement or other statement) for
filing in any appropriate jurisdiction under the provisions of
the UCC and applicable foreign, domestic or local law or any
statute, rule or regulation of any applicable jurisdiction,
including any filings in local real estate land record offices
and the United States Patent and Trademark Office, or the
United States Copyright Office or similar foreign offices,
which are reasonably necessary or advisable, from time to time,
in order to grant, continue or maintain in favor of the secured
parties set forth in the applicable Security Document or
Intercompany Security Document, as the case may be, to which
that Company is a party, a valid and perfected Lien on the
Collateral or Intercompany Collateral and any Additional
Collateral, subject to no Liens except for Prior Liens and
Liens permitted by the applicable Security Documents or Inter-
company Security Documents, as the case may be.

(b)     Each Borrower shall, and shall cause each of its
Subsidiaries to, deliver or cause to be delivered to the Paying
Agent from time to time such other reasonable documentation,
consents, authorizations, approvals and orders in form and
substance reasonably satisfactory to the Paying Agent as the
Paying Agent shall deem reasonably necessary or advisable to
perfect or maintain the Liens on the Collateral granted by the
Security Documents and the Intercompany Collateral granted by
the Intercompany Security Documents.  Furthermore, with respect
to any Additional Collateral, U.S. Borrower shall cause to be
delivered to the Paying Agent such opinions of counsel, title
insurance and other related documents as may reasonably be
requested by the Paying Agent to assure itself that Sections
7.15 and 7.16 have been complied with.

(c)     If the Paying Agent or the Required Lenders
determine that they are required by law or regulation to have
appraisals prepared in respect of any Real Property
constituting Collateral, U.S. Borrower shall provide to the
Paying Agent appraisals which satisfy the applicable
requirements of the Real Estate Appraisal Reform Amendments of
FIRREA and which shall be in form and substance reasonably
satisfactory to the Paying Agent.

7.17.   Interest Rate Protection.  U.S. Borrower
shall obtain on or within 90 days after the Closing Date, and
shall thereafter maintain interest rate protection having terms
and with counterparties reasonably satisfactory to the Lead
Arranger as shall result in effectively limiting the interest
rate exposure to the Borrowers of 40% of the aggregate Dollar
Equivalent principal amount of then outstanding Loans for a
period of at least three years from the date the initial
interest rate protection was obtained.

7.18.   Currency and Commodity Hedging
Transactions.  Each Company shall only enter into, purchase or
otherwise acquire agreements or arrangements relating to
currency or commodity hedging to the extent and only to the
extent that such agreements or arrangements are entered into,
purchased or otherwise acquired in the ordinary course of
business of the Companies with reputable financial institutions
or counterparties and not for purposes of speculation.

7.19.   Foreign Subsidiaries Security.  If
following a change in the relevant sections of the Code or the
regulations, rules, rulings, notices or other official
pronouncements issued or promulgated thereunder, counsel for
the Borrowers reasonably acceptable to the Agents does not
within 30 days after a request from the Agents or the Required
Lenders deliver its opinion (in form and substance reasonably
acceptable to the Agents) with respect to any Foreign
Subsidiary which has not already had all of its Equity
Interests owned by any Domestic Loan Party pledged pursuant to
a Domestic Security Document, that (i) a pledge to secure the
Obligations of any Domestic Loan Party of 66-2/3% or more of
the total combined voting power of all classes of Equity
Interests of such Foreign Subsidiary entitled to vote and
(ii) the entering into by such Foreign Subsidiary of a security
agreement in substantially the form of the Domestic Guarantee
and Security Agreement (with appropriate modifications to
conform to applicable law) could reasonably be expected to
cause the undistributed earnings of such Foreign Subsidiary as
determined for U.S. Federal income tax purposes to be treated
as a deemed dividend to such Foreign Subsidiary's United States
parent for U.S. Federal income tax purposes, then in the case
of a failure to deliver the opinion with respect to the factors
described in clause (i) above, that portion of such Foreign
Subsidiary's outstanding Equity Interests so issued by such
Foreign Subsidiary, in each case not theretofore pledged
pursuant to a Domestic Security Document, shall be pledged to
the Paying Agent pursuant to a Domestic Security Document (with
appropriate modifications to conform to and subject to
limitations of law) (or another guarantee and security
agreement in substantially similar form, if needed) and, in the
case of a failure to deliver the opinion with respect to the
factors described in clause (ii) above, such Foreign Subsidiary
shall execute and deliver a Foreign Guarantee and Foreign
Security Agreement in substantially the form executed and
delivered by the Foreign Loan Parties (with appropriate
modifications to conform to and subject to limitations of law)
(or another guarantee and security agreement in substantially
similar form, if needed) securing the Obligations of U.S.
Borrower and its obligations under any Swap Agreement with a
Creditor and guaranteeing the Obligations of U.S. Borrower
(with appropriate modifications to conform to and subject to
limitations of law) (or another guaranty in substantially
similar form, if needed), and its obligations under any Swap
Agreement with a Creditor, in each case to the extent that the
entering into of such agreements is permitted by the laws of
the respective foreign jurisdiction and with all documents
delivered pursuant to this Section 7.19 to be in form and
substance reasonably satisfactory to the Lead Arranger.

7.20.   Register.  The Borrowers hereby designate
the Paying Agent to serve as the Borrowers' agent, solely for
purposes of this Section 7.20, to maintain a copy of each
Assignment and Acceptance delivered to and accepted by it and a
register (the "Register") on which it will record the
Commitment from time to time of each of the Lenders, the Loans
made by each of the Lenders and each repayment in respect of
the principal amount of the Loans of each Lender.  Failure to
make any such recordation or any error in such recordation
shall not affect either Borrower's obligations in respect of
such Loans.  The entries in the Register shall be prima facie
evidence of the correctness thereof, and the Applicable
Borrower, the Paying Agent and the Lenders shall treat each
Person whose name is recorded in the Register as the owner of
such a Loan or other obligation hereunder as the owner thereof
for all purposes of this Agreement and the other Credit
Documents, notwithstanding any notice to the contrary.  With
respect to any Lender, the transfer of any Commitment of such
Lender or the rights to the principal of, and interest on, any
Loan shall not be effective until such transfer is recorded on
the Register maintained by the Paying Agent with respect to
ownership of such Commitment or Loans and prior to such
recordation all amounts owing to the transferor with respect to
such Commitment or Loans shall remain owing to the transferor.
The registration of assignment or transfer of all or part of
any Commitment or Loans shall be recorded by the Paying Agent
on the Register only upon the acceptance by the Paying Agent of
a properly executed and delivered Assignment and Acceptance
pursuant to Section 11.8.  Coincident with the delivery of such
an Assignment and Acceptance to the Paying Agent for acceptance
and registration of assignment or transfer of all or part of a
Loan, or as soon thereafter as practicable, the assigning or
transferor Lender shall surrender the Note evidencing such Loan
(but only if Notes were requested by and issued to such Lender)
and thereupon one or more new Notes in the same aggregate
principal amount shall be issued to the assigning or transferor
Lender and/or the new Lender.  The Borrowers agree to indemnify
the Paying Agent from and against any and all losses, claims,
damages and liabilities of whatsoever nature which may be
imposed on, asserted against or incurred by the Paying Agent in
performing its duties under this Section 7.20, except to the
extent finally determined by a court of competent jurisdiction
to have arisen solely from the gross negligence or willful
misconduct of the Paying Agent.

7.21.   Maintenance of Credit Rating.  U.S.
Borrower shall take all necessary actions, including but not
limited to, the provision of all information and the payment of
all fees and expenses (including the reasonable fees and
expenses of counsel), in order to maintain a credit rating on
the Credit Facilities by both S&P and Moody's (or their
successors or any other rating agency reasonably acceptable to
the Lead Arranger).

7.22.   Post-Closing Obligations.  (a)  Each
Borrower shall, and shall cause each of its Subsidiaries set
forth on Schedule 7.22A and each other applicable Company
contemplated herein to, as expeditiously as possible, but in no
event later than the number of days after the Effective Date
applicable to each item set forth below:

(i)    within 30 days after the Effective Date, execute
       and deliver each of the Credit Documents and Intercompany
       Security Documents as set forth on Schedule 7.22A
       identified thereon to be executed and delivered by such
       Subsidiary (except that this obligation with respect to
       any Foreign Subsidiary shall not apply to the extent (but
       only to the extent) that the fulfillment thereof is
       prohibited by applicable law and grant a perfected first
       priority pledge and security interest (or comparable
       interest under foreign law) subject to Liens of the type
       permitted under the Security Documents) in 100% of the
       Equity Interests of each of the Subsidiaries listed in
       Schedule 7.22A not granted on the Closing Date);

(ii )  within 60 days after the Effective Date, execute
       and deliver each of the Credit Documents and Intercompany
       Security Documents as set forth on Schedule 7.22B
       identified thereon to be executed and delivered by such
       Subsidiary (except that this obligation with respect to
       any Foreign Subsidiary shall not apply to the extent (but
       only to the extent) that the fulfillment thereof is
       prohibited by applicable law);

(iii)  within 120 days after the Effective Date,
       execute and deliver a Domestic Mortgage encumbering each
       Domestic Mortgaged Property in which the applicable
       Company holds a leasehold interest (as indicated in
       Schedule 1.1(a)(i)) (or, in the case of the Domestic
       Mortgaged Property located at 7425 Industrial Road in
       Florence, Kentucky, in the event the applicable Company
       acquires a fee interest in such Domestic Mortgaged
       Property, a Domestic Mortgage encumbering such fee
       interest) and a Foreign Mortgage encumbering each Foreign
       Mortgaged Property set forth on Schedule 1.1(a)(ii), in
       each case duly executed and acknowledged by the Company
       that is the owner of or holder of an interest in such
       Mortgaged Property, and otherwise in form for recording in
       the recording office of each political subdivision where
       each such Mortgaged Property is situated, together with
       such certificates, affidavits, questionnaires or returns
       as shall be required in connection with the recording or
       filing thereof to create a lien under applicable law, and
       such financing statements or other instruments as are
       contemplated by the local or foreign counsel opinions
       described in subparagraph (xiii) below in respect of such
       Mortgage, all of which shall be in form and substance
       reasonably satisfactory to the Lead Arranger, and any
       other instruments necessary to grant a mortgage lien under
       the laws of any applicable jurisdiction, which Mortgage
       and financing statements and other instruments shall when
       recorded be effective to create a first priority Lien on
       such Mortgaged Property subordinate to no Liens other than
       Prior Liens applicable to such Mortgaged Property and
       subject to no other Liens except Liens expressly permitted
       by such Mortgage (except that this obligation with respect
       to any Foreign Subsidiary shall not apply to the extent
       (but only to the extent) that the fulfillment thereof is
       prohibited by applicable law);

(iv)   within 120 days after the Effective Date, with
       respect to each Domestic Mortgaged Property and Foreign
       Mortgaged Property, execute and deliver such consents,
       approvals, amendments, supplements, estoppels, tenant
       subordination agreements or other instruments as necessary
       or required or as shall reasonably be deemed necessary by
       the Lead Arranger in order for the owner or holder of the
       fee or leasehold interest constituting such Mortgaged
       Property to grant the Lien contemplated by the Mortgage
       with respect to such Mortgaged Property;

(v)    within 120 days after the Effective Date, with
       respect to each Domestic Mortgage or Foreign Mortgage,
       deliver a policy (or commitment to issue a policy) of
       title insurance insuring (or committing to insure) or the
       customary foreign equivalent, if any, the Lien of such
       Mortgage as a valid first mortgage Lien on the real
       property and fixtures described therein in an amount equal
       to 100% of the fair market value thereof which policies
       (or commitments) shall (A) be issued by the Title Company,
       (B) to the extent necessary, include such reinsurance
       arrangements as shall be reasonably acceptable to the Lead
       Arranger, (C) contain a "tie-in" or "cluster" endorsement
       (if available under applicable law) (i.e., policies which
       insure against losses regardless of location or allocated
       value of the insured property up to a stated maximum
       coverage amount), (D) have been supplemented by such
       endorsements (or to the extent where such endorsements are
       not available at commercially reasonable rates, opinions
       of special counsel, architects or other professionals
       reasonably acceptable to the Lead Arranger to the extent
       that such opinions can be obtained at a cost which is
       reasonable with respect to the value of the Real Property
       subject to such Mortgage) as shall be reasonably requested
       by the Lead Arranger (including, without limitation,
       endorsements on matters relating to usury, first loss,
       last dollar, zoning (provided that with respect to zoning,
       each Borrower may, and may cause each of its Subsidiaries
       to, in lieu of such endorsement deliver a zoning letter
       prepared by a Governmental Authority or a zoning and site
       requirement summary report prepared by the Planning and
       Zoning Resource Corporation or other similar service
       reasonably acceptable to the Lead Arranger), contiguity,
       revolving credit, doing business, non-imputation, public
       road access, survey, variable rate and so-called
       comprehensive coverage over covenants and restrictions),
       and (E) contain no exceptions to title other than
       exceptions for the Prior Liens applicable to such
       Mortgaged Property and other Liens reasonably acceptable
       to the Lead Arranger and (F) in the case of each Domestic
       Mortgage delivered on the Closing Date pursuant to Section
       5.2, be dated the Closing Date and in the case of each
       other Domestic Mortgage or Foreign Mortgage, be dated the
       date of delivery of such Mortgage;

(vi)   within 120 days after the Effective Date, with
       respect to each Domestic Mortgaged Property or Foreign
       Mortgaged Property described in subparagraph (iii) above,
       deliver policies or certificates of insurance as required
       by the Mortgage relating thereto, which policies or
       certificates shall comply with the insurance requirements
       contained in such Mortgage;

(vii)  within 120 days after the Effective Date, with
       respect to each Domestic Mortgaged Property or Foreign
       Mortgaged Property, execute and/or deliver such
       affidavits, certificates, information (including financial
       data) and instruments of indemnification (including,
       without limitation, a so-called "gap" indemnification) as
       shall be required to induce the Title Company to issue the
       policy or policies (or commitment) and endorsements
       contemplated in subparagraph (v) above;

(viii) within 120 days after the Effective Date,
       deliver evidence reasonably acceptable to the Lead
       Arranger of payment by U.S. Borrower of all title
       insurance premiums, search and examination charges, and
       related charges, mortgage recording taxes, fees, charges,
       costs and expenses required for the recording of the
       Domestic Mortgages and Foreign Mortgages and issuance of
       the title insurance policies referred to subparagraph (v)
       above;

(ix)   within 120 days after the Effective Date, with
       respect to each Domestic Mortgaged Property and Foreign
       Mortgaged Property, deliver a Survey or customary foreign
       equivalent, if any;

(x)    within 60 days after the Effective Date, with
       respect to each Leased Real Property at which Collateral
       is located, deliver a lien waiver and access agreement
       substantially in the form of Exhibit O with such changes
       thereto as shall be reasonably acceptable to the Lead
       Arranger (except that this covenant shall be satisfied so
       long as the Borrowers use their commercially reasonable
       best efforts to fulfill this obligation).

(xi)   within 120 days after the Effective Date, with
       respect to each Domestic Mortgaged Property or Foreign
       Mortgaged Property described in subparagraph (iii) above,
       U.S. Borrower and each Subsidiary shall have made all
       notification, registrations and filings, to the extent
       required by, and in accordance with, all Real Property
       Disclosure Requirements applicable to such Mortgaged
       Property, including the use of forms provided by state,
       local or foreign agencies, where such forms exist, whether
       to U.S. Borrower or to or with the state, local or foreign
       agency;

(xii)  within 60 days after the Effective Date, obtain
       and deliver to the Lead Arranger, to the extent not
       previously delivered prior to the Closing Date, UCC,
       judgment and the tax lien search reports or customary or
       equivalent foreign reports, where available, opinions or
       other documents each of a recent date listing all
       effective financing statements or comparable documents
       that name any Company as debtor in each of the
       jurisdictions set forth on Schedule 7.22; and

(xiii) at the time of delivery of each item set forth
       in this Section 7.22, procure such opinions of domestic
       local counsel and foreign local counsel to the Companies
       in each jurisdiction governing the Lien granted to the
       Paying Agent under any Security Document delivered
       pursuant to the provisions of this Section 7.22 and, to
       the extent not delivered on the Effective Date pursuant to
       Section 5.2 but in no event later than five Business Days
       after the Closing Date, in the states of California,
       Kansas, Missouri and Texas, each of which shall be
       reasonably satisfactory in form and substance to the Lead
       Arranger.

(b)     At the time of delivery of each item set forth
in this Section 7.22, the Borrowers shall or shall cause to be
delivered a perfection certificate substantially in the form of
Exhibit L, together with evidence of the completion of all
related recordings and filings of, or with respect to, the
Security Documents and Intercompany Security Documents and
delivery of such other security and other documents as may be
necessary or, in the reasonable opinion of the Lead Arranger,
desirable to perfect the Liens created, or purported or in-
tended to be created, by the Security Documents and
Intercompany Security Documents delivered at such time.

(c)     With respect to the legal descriptions attached
to the Domestic Mortgages delivered pursuant to Section 5.2, in
the event that in connection with the delivery of the title
insurance policies contemplated in Section 7.22(v) relating to
such Domestic Mortgages, it is determined that any such
Domestic Mortgage affects real property to which U.S. Borrower
or a Domestic Subsidiary of U.S. Borrower does not have fee sim-
ple title or leasehold title, then, upon written request at the
sole cost and expense of U.S. Borrower, the Paying Agent shall
execute all necessary documentation to release (without
recourse to, or warranty by, the Paying Agent), including,
without limitation, a partial release of mortgage in recordable
form and otherwise in form and substance reasonably acceptable
to the parties hereto, that portion of real property subject to
such Domestic Mortgage which is not owned or leased by U.S
Borrower or a Domestic Subsidiary.  Furthermore, if, the Paying
Agent determines that any Domestic Mortgage does not include
all of the real property which is owned or leased by U.S.
Borrower or a Domestic Subsidiary at that particular site, then
upon written notice of the Paying Agent, U.S. Borrower or its
Domestic Subsidiary shall execute and deliver (at the sole cost
and expense of U.S. Borrower) all necessary documentation,
including without limitation an amendment to the applicable
Domestic Mortgage, to cause the unencumbered portion of said
real property to be included in such Domestic Mortgage.

7.23.   Limitations on Activities of U.S. Holdco,
Subsidiary Borrower and Dutch Holdco.  (a)  U.S. Borrower shall
at all times hold 100% of the Equity Interests of U.S. Holdco.
U.S. Holdco shall at all times directly hold 100% of the Equity
Interests of Subsidiary Borrower.  Prior to the Contribution,
U.S. Holdco shall at all times directly hold 100% of the Equity
Interests of Dutch Holdco.  Following the Contribution, Sub-
sidiary Borrower shall at all times directly hold 100% of the
Equity Interests of Dutch Holdco.  U.S. Holdco shall at all
times conduct no operations or business, incur no direct or
indirect obligations, contingent or otherwise, and hold no
assets, other than in all such cases to the extent related to
or arising out of its ownership of the Equity Interests of
Subsidiary Borrower and, prior to the Contribution, Dutch
Holdco.

(b)     Subsidiary Borrower shall at all times conduct
no operations or business, incur no direct or indirect
obligations, contingent or otherwise, and hold no assets other
than the following:  (i) its Obligations under the Credit
Documents, (ii) Investments in its Subsidiaries permitted by
this Agreement, (iii) Intercompany Loans and Intercompany
Guarantees, and (iv) grant of security interests in support of
Intercompany Loans and Intercompany Guarantees.

(c)     Dutch Holdco shall at all times conduct no
operations or business, incur no direct or indirect obligations
(other than the Intercompany Loans), contingent or otherwise,
and hold no assets, other than in all such cases to the extent
related to or arising out of its ownership of the Equity
Interests of Foreign Subsidiaries.

7.24.   Certain Collateral Limitations.  (a)
Notwithstanding the foregoing, the provisions of Sections 7.13,
7.15, 7.16, 7.19, 7.22 and 7.23 pertaining to the grant of any
Lien on Collateral securing the Obligations or the Intercompany
Loans need only be complied with after any Rating Date to the
extent relating to the pledge of Equity Interests of
Subsidiaries as provided in such Sections, except that this
limitation shall not apply so long as at any time after any
Rating Date the Credit Facilities are rated BB+ or less by S&P
or are rated Ba1 or less by Moody's (a "Downgrade Date"), it
nevertheless being expressly understood that all provisions of
such Sections dealing with Guarantees shall remain in full
force and effect on and after the Rating Date.  Each Company
shall, at the sole expense of U.S. Borrower, take any action
and execute all documents and instruments necessary or
desirable to reattach Liens on Collateral of at least equal
value as the Collateral released after a Rating Date, in each
case as promptly as practicable but in no event later than 90
days after such Downgrade Date.

(b)     From and after the Rating Date, the Paying Agent
shall and the lenders of the Intercompany Loans may, at the
request and sole expense of U.S. Borrower, take any action and
execute all documents and instruments to effect the release of
the Lien of the Security Documents (as well as of Swap
Contracts with Lenders or their Affiliates) on all Collateral
which is not the Equity Interests of any Company pledged under
any Security Document.  Such release shall no longer be
permitted if any Downgrade Date occurs, and each Company shall,
at the sole expense of U.S. Borrower, take any action and
execute all documents and instruments necessary or desirable to
reattach Liens on Collateral of at least equal value as the
Collateral released after a Rating Date, in each case as
promptly as practicable but in no event later than 60 days
after such Downgrade Date.

                              ARTICLE VIII

                           NEGATIVE COVENANTS

So long as any Lender shall have any Commitment
hereunder, or any Loan or other Obligation (other than any
contingent indemnity Obligations)  shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding:

8.1.    Limitation on Liens; No Further Negative Pledge.
(a)  The Borrowers shall not, and shall not cause or permit any
Subsidiary to, create, incur, assume or suffer to exist any
Lien upon or with respect to any property or assets of any
Company constituting Collateral, whether now owned or hereafter
acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to
repurchase such property or assets or assign any right to
receive income, or file or permit the filing of any financing
statement under the UCC or any other similar effective notice
of Lien under any similar recording or notice statute, except
Prior Liens and other Liens expressly permitted by the Security
Documents.  U.S. Borrower shall not and shall not cause or
permit any Subsidiary to, create, incur, assume or suffer to
exist any Lien upon or with respect to any property or assets
of any Company not constituting Collateral, whether now owned
or hereafter acquired, or sell any such property or assets
subject to an understanding or agreement, contingent or
otherwise, to repurchase such property or assets or assign any
right to receive income, or file or permit the filing of any
financing statement under the UCC or any other similar
effective notice of Lien under any similar recording or notice
statute, except the following, which are herein collectively
referred to as "Permitted Liens" (each of which shall be given
independent effect):

(i)     any Lien existing on the Effective Date and set
        forth in Schedule 8.1(a), including Prior Liens, covering
        only the property or assets set forth in such Schedule
        8.1(a) and securing Indebtedness outstanding on such date
        (other than any Refinanced Indebtedness);

(ii)    any Lien created under any Credit Document or
        under any Intercompany Security Document;

(iii)   Liens for taxes, fees, assessments or other
        governmental charges which are not yet delinquent, or to
        the extent that non-payment thereof is permitted by
        Section 7.6;

(iv)    Liens in respect of property or assets of any
        Company imposed by law which were incurred in the ordinary
        course of business and have not arisen to secure
        Indebtedness, such as landlords', carriers',
        warehousemen's, mechanics', materialmen's, workmen's and
        repairmen's Liens, equipment leases and other similar
        Liens arising in the ordinary course of business, and
        (x) which do not in the aggregate materially detract from
        the value of such property or assets or materially impair
        the use thereof in the operation of the business of the
        Companies or (y) which are being contested in good faith
        by appropriate proceedings, which proceedings have the
        effect of preventing the forfeiture or sale of the
        property or asset subject to such Lien;

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

(vi)    Liens on the property of any Company securing
        (A) the non-delinquent performance of bids, trade
        contracts (other than for borrowed money), leases or
        statutory obligations, (B) contingent obligations on
        surety or appeal bonds, and (C) other non-delinquent
        obligations of a like nature, in each case, incurred in
        the ordinary course of business; provided, however, that
        all such Liens individually or in the aggregate would not
        (even if enforced) cause a Material Adverse Effect;

(vii)   Liens consisting of judgment or judicial
        attachment liens (including prejudgment attachment),
        provided that the enforcement of such Liens is effectively
        stayed or payment of which is covered in full (subject to
        a customary deductible) by insurance or which do not
        otherwise result in an Event of Default under subsec-
        tion 9.1(i);

(viii)  easements, rights-of-way, servitudes, covenants,
        restrictive covenants, encumbrances, minor defects or
        irregularities in title and other similar restrictions
        which, individually or in the aggregate, do not materially
        interfere with the ordinary conduct of the businesses of
        the Companies and which do not materially impair for its
        intended purpose the Real Property to which they relate in
        a manner which would reasonably be expected to have a Ma-
        terial Adverse Effect;

(ix)    security interests (whether purchase money or
        otherwise) on any real or personal property acquired,
        constructed or improved after the Closing Date by any
        Company securing Indebtedness incurred or assumed for the
        purpose of financing all or any part of the cost of
        acquiring, constructing or improving such property;
        provided, however, that (A) any such Lien attaches to such
        property concurrently with or within 180 days after the
        acquisition thereof or the completion of construction or
        improvement, (B) such Lien attaches solely to the property
        so acquired, constructed or improved in such transaction,
        (C) the principal amount of the Indebtedness secured
        thereby does not exceed 100% of the fair market value of
        such property at the time of incurrence of such
        Indebtedness, plus the cost of construction or
        improvement, and (D) the principal amount of the
        Indebtedness secured by any and all such security
        interests, plus the aggregate amount of all Indebtedness
        arising under Capital Leases permitted solely by clause
        (x) of this subsection 8.1(a), shall not at any time
        exceed a Dollar Equivalent amount of U.S. $20,000,000;

(x)     Liens securing obligations in respect of Capital
        Leases on assets subject to such leases; provided,
        however, that the aggregate amount of all Indebtedness
        arising under Capital Leases permitted solely by this
        clause (x) (other than in respect of Capital Leases for
        automobiles leased in the ordinary course of business that
        are not required to be capitalized under International
        Accounting Standards), plus the aggregate amount of all
        Indebtedness secured by security interests permitted
        solely by clause (ix) of this subsection 8.1(a), shall not
        at any time exceed a Dollar Equivalent amount of U.S.
        $20,000,000;

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

(xii)   Liens existing on any asset (other than of Van
        Leer and its Subsidiaries as of the Closing Date) prior to
        the date of acquisition thereof by any Company which (A)
        were not created in contemplation of or in connection with
        such acquisition and (B) do not extend to or cover any
        other property or assets of any Company;

(xiii)  Liens existing on any asset of any Person (other
        than Van Leer and its Subsidiaries as of the Closing Date)
        at the time such Person becomes a Subsidiary or is merged,
        amalgamated or consolidated with or into a Subsidiary
        which (A) were not created in contemplation of or in
        connection with such event and (B) do not extend to or
        cover any other property or assets of any Company;

(xiv)   Liens not otherwise permitted hereunder securing
        Indebtedness or other obligations not at any time
        exceeding in the aggregate a Dollar Equivalent amount of
        U.S. $10,000,000;

(xv)    Leases with respect to the assets or properties
        of any Company entered into in the ordinary course of
        business;

(xvi)   Liens evidenced by UCC financing statements
        regarding operating and equipment leases permitted by this
        Agreement or in respect of consigned goods in the ordinary
        course of business;

(xvii)  any Lien arising out of the refinancing,
        extension, renewal or refunding of any Indebtedness
        secured by any Lien permitted by any of clause (i), (ix),
        (x), (xii), (xiii) or (xiv) of this subsection 8.1(a);
        provided, however, that such Indebtedness is not increased
        and is not secured by any additional assets as to which a
        Lien is not otherwise permitted hereunder;

(xviii) Liens solely in favor of either Borrower or, if
        granted by any Qualified Subsidiary, any Subsidiary which
        is a Qualified Subsidiary or, if granted by any other
        Subsidiary, any Subsidiary;

(xix)   Liens securing obligations under Swap Contracts
        with any Creditor;

(xx)    Liens permitted by Article 4 of the Domestic
        Mortgage;

(xxi)   Liens or assets sold in accordance with
        subsection 8.2(e) or Section 8.20; and

(xxii)  Liens on Accounts or related assets of any
        Receivables Co. created in connection with a Permitted
        Receivables Transaction.

(b)     Except with respect to prohibitions against
other encumbrances on specific property encumbered to secure
payment of particular Indebtedness permitted hereunder or
prohibitions in license agreements under which any Company is
the licensee, no Company shall enter into any agreement
prohibiting the creation or assumption of any Lien upon its
properties or assets, whether now owned or hereafter acquired,
except pursuant to (1) the Credit Documents, (2) any other
agreement that does not restrict in any manner (directly or
indirectly) Liens created pursuant to the Credit Documents on
property or assets of any Company (whether now owned or
hereafter acquired) securing the Obligations and does not
require the direct or indirect granting of any Lien securing
any Indebtedness or other obligation by virtue of the granting
of Liens on or pledge of property of any Company to secure the
Obligations, and (3) any industrial revenue or development
bonds, acquisition agreements, agreements in connection with
any Permitted Receivables Transaction permitted hereby (in
which case, any prohibition or limitation shall only be
effective against the property financed or acquired thereby) or
operating leases of Real Property entered into in the ordinary
course of business.

8.2.    Consolidations, Mergers and Disposition of
Assets.  The Borrowers shall not, and shall not cause or permit
any Subsidiary to, directly or indirectly, (a) consummate any
Asset Sale, (b) wind up, liquidate or dissolve its affairs, (c)
merge, amalgamate, consolidate with or into, or (d) convey,
transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or
substantially all of their respective properties or assets
(whether now owned or hereafter acquired) to or in favor of any
Person, except (each of which shall be given independent ef-
fect):

(a)     dispositions of used, worn-out, obsolete or
surplus equipment or other property, all in the ordinary
course of business; provided, however, that the proceeds
thereof are reinvested in the business of one or more of
the Companies;

(b)     the sale of equipment to the extent that such
equipment is exchanged for credit against the purchase
price of similar replacement equipment, or the proceeds of
such sale are reasonably promptly applied to the purchase
price of similar replacement equipment;

(c)     Capital Expenditures permitted by Section 8.18,
Leases not prohibited by this Agreement, the Liens
permitted by Section 8.1, the Investments permitted
pursuant to Section 8.4 and the Restricted Payments
permitted by Section 8.13;

(d)     any Asset Sale so long as (x) the aggregate sale
proceeds from all such Asset Sales shall not exceed the
Dollar Equivalent amount of U.S. $5,000,000 in any fiscal
year of U.S. Borrower and (y) the Net Cash Proceeds
therefrom are applied as provided in subsection 2.7(c);

(e)     the sale or discount, in each case without
recourse, of accounts receivable arising in the ordinary
course of business, but only in connection with the
compromise or collection thereof or as permitted by
Section 8.20; provided, however, that any Foreign
Subsidiary may effect such sale or discount with recourse
if such is consistent with its past practice or is
consistent with customary practice in such Subsidiary's
country of business;

(f)     the licensing, in the ordinary course of
business, of patents, trademarks, copyrights and know-how
to or from third Persons, so long as any such license
granted by any Company after the Effective Date is
permitted to be assigned pursuant to the applicable
Security Document and does not otherwise prohibit the
granting of a Lien therein by any Company pursuant to any
Security Document;

(g)     any Subsidiary may be merged or consolidated
with or into U.S. Borrower or any Qualified Subsidiary and
any Subsidiary may transfer assets to U.S. Borrower or any
Qualified Subsidiary; provided, however, that in any
merger or consolidation involving U.S. Borrower, U.S.
Borrower shall be the surviving corporation;

(h)     the consummation of the Van Leer Acquisition in
accordance with the Van Leer Acquisition Documents;

(i)     any Acquisition permitted by Section 8.4;

(j)     any Foreign Subsidiary (other than Subsidiary
Borrower) may merge or consolidate with or into or sell,
assign or transfer its assets to any other Foreign
Subsidiary and if the Foreign Subsidiary that is merged or
consolidated or that sells, assigns or transfers its
assets had executed and delivered a Foreign Guarantee and
Foreign Security Agreement or Intercompany Guarantee and
Intercompany Security Agreement, then the surviving entity
or transferee, as the case may be, shall have executed and
delivered a Foreign Guarantee, Foreign Security Agreement,
Intercompany Guarantee and Intercompany Security Agree-
ment, as the case may be, which is in full force and
effect;

(k)     the contribution to Subsidiary Borrower of
Intercompany Loans made by U.S. Borrower and related Inter-
company Loan Documents and security interests as permitted
by Section 8.26;

(l)     any disposition in the ordinary course of
business of Timber Assets for fair market value as
reasonably determined by U.S. Borrower so long as either
(A) the Net Cash Proceeds therefrom are applied as
provided in subsection 2.7(c) or used to effect a
substantially contemporaneous acquisition of Timber
Assets, or (B) such disposition is pursuant to a
substantially contemporaneous exchange for Timber Assets;

(m)     any Subsidiary (other than Subsidiary Borrower)
may be liquidated in connection with the sale of its
assets as permitted by this Agreement and the cessation of
operations in connection therewith so long as the Net Cash
Proceeds therefrom are applied as provided in subsection
2.7(c);

(n)     Asset Sales contemplated by Schedule 8.2(n) so
long as made for fair market value as reasonably
determined by U.S. Borrower and on ordinary business terms
and so long as the Net Cash Proceeds therefrom are applied
as provided in subsection 2.7(c); and

(o)     the sale, transfer or discount of Accounts
pursuant to any Permitted Receivables Transaction so long
as the Net Cash Proceeds therefrom are applied as provided
in subsection 2.7(c).

To the extent the Required Lenders waive the provisions of this
Section 8.2 with respect to the sale or other disposition of
any Collateral, or any Collateral is sold or otherwise disposed
of as permitted by this Section 8.2 (other than to a Company),
the Co-Agents and Lenders acknowledge and agree that such
Collateral in each case shall be sold or otherwise disposed of
free and clear of the Liens created by the Security Documents
and the Paying Agent shall, at the sole expense of U.S.
Borrower, take such actions as are appropriate in connection
therewith.

8.3.    Leases.  The Borrowers shall not permit, and
shall not cause or permit any Subsidiary to permit, the
aggregate lease payments calculated in accordance with GAAP
(including, without limitation, any property taxes paid as
additional rent or lease payments) by the Companies on a
consolidated basis under any agreement to rent or lease any
real or personal property (or any extension or renewal thereof)
(excluding Capital Leases) to exceed in any fiscal year
(commencing with fiscal 2001) prior to and including fiscal
2003, the Dollar Equivalent amount of U.S. $40,000,000 and in
any fiscal year thereafter, the Dollar Equivalent amount of
U.S. $50,000,000.

8.4.    Loans and Investments.  The Borrowers shall not,
and shall not cause or permit any Subsidiary to, directly or
indirectly, (i) purchase or acquire, or make any commitment to
purchase or acquire, any Equity Interest, or obligations or
other securities of, or any interest in, any Person, (ii) make
or commit to make any Acquisition, (iii) make or commit to make
any advance, loan, extension of credit or capital contribution
to, or guarantee of any obligation of, or any other investment
in, or (iv) incur Guaranty Obligations on behalf of, any Person
(including any Affiliate of U.S. Borrower) other than the
guarantee of any Indebtedness permitted by Section 8.5 (any of
the foregoing, an "Investment"), except, subject to
Section 8.26, for (each of which shall be given independent ef-
fect):

(a)     Investments by any Company in Cash and Cash
Equivalents;

(b)     extensions of credit in the nature of accounts
receivable or notes receivable arising from the sale or
lease of goods or services in the ordinary course of
business;

(c)     Investments (including extensions of credit
(such extensions of credit, "Intercompany Indebtedness")
and Guaranty Obligations) by any Company in or to U.S.
Borrower or any Qualified Subsidiary (or in any Person
that thereby becomes a Qualified Subsidiary or is merged
or consolidated into U.S. Borrower or any Qualified
Subsidiary); provided, however, that (x) with respect to
any Guaranty Obligation issued by any Subsidiary of either
Borrower's obligations, such Subsidiary has entered into
the Domestic Guarantee and Security Agreement (if it is a
Domestic Subsidiary) or a Foreign Guarantee (if it is
Foreign Subsidiary), in each case, at least as favorable
as such Guaranty Obligation, (y) upon request of the
Required Lenders, all such Intercompany Indebtedness shall
be evidenced by promissory notes in form, and shall be
pledged to the Paying Agent pursuant to documentation, rea-
sonably satisfactory to the Required Lenders, and (z) such
Subsidiary shall have entered into the appropriate
Security Documents pursuant to Section 7.15 and taken all
necessary action pursuant to Section 7.16;

(d)     Investments consisting of non-cash consideration
received in the form of securities, notes or similar
obligations in connection with disposition of assets
permitted by subsection 8.2(d); provided, however, that
(i) the aggregate amount of such non-cash consideration
received in connection with any such disposition shall not
exceed 20% of the total consideration received in
connection with such disposition and (ii) such non-cash
consideration is pledged pursuant to the appropriate
Security Document;

(e)     Investments made in order to consummate
Acquisitions (other than the Van Leer Acquisition);
provided, however, that (i) no Event of Default or
Unmatured Event of Default exists or will result therefrom
(including any such event under Section 8.15), (ii) on a
pro forma basis, after giving effect to such
Acquisition(s), U.S. Borrower would have been in
compliance with Sections 8.10, 8.11 and 8.12 on the last
day of the most recently completed fiscal quarter
(assuming, for purposes of Sections 8.10 and, if
applicable, 8.12, that such Acquisition had occurred on
the first day of the Test Period ending on such last day)
which compliance shall be demonstrated in an Officers'
Certificate delivered to the Paying Agent and each Lender
and (iii) the aggregate Dollar Equivalent amount of the
consideration (which for each Acquisition shall be
measured at the date of consummation thereof and which
shall include debt assumed (not to exceed 50% of the total
consideration for any Acquisition), earn-outs, working
capital deficits and deferred payments) paid for all
Acquisitions (other than the Van Leer Acquisition)
consummated since the Effective Date shall not exceed the
Dollar Equivalent amount of U.S. $50,000,000;

(f)     pledges or deposits required in the ordinary
course of business in connection with workmen's
compensation, unemployment insurance and other social
security or similar legislation;

(g)     pledges or deposits in connection with (i) the
non-delinquent performance of bids, trade contracts (other
than for borrowed money), leases or statutory obligations,
(ii) contingent obligations on surety or appeal bonds
(including those permitted by subsection 8.8(d)), and
(iii) other non-delinquent obligations of a like nature,
in each case incurred in the ordinary course of business;

(h)     advances, loans or extensions of credit to
suppliers in the ordinary course of business consistent
with past practice as of the Effective Date;

(i)     advances, loans or extensions of credit by any
Company to employees of any Company; provided, however,
that the aggregate amount of all such loans, advances and
extensions of credit shall not at any time exceed in the
aggregate a Dollar Equivalent amount of U.S. $7,500,000;

(j)     other Investments and Guarantees (excluding
Investments and Guarantees of the types described in
subsection 8.4(i)) by any Company not at any time
exceeding the sum of (i) in the aggregate a Dollar
Equivalent amount of U.S. $7,500,000 since the Effective
Date plus (ii) the aggregate net cash received by U.S.
Borrower since the Effective Date in connection with such
Investments and Guarantees as dividends, distributions or
other returns of capital from Investments;

(k)     Investments to consummate the Van Leer
Acquisition on the terms set forth in the Van Leer
Acquisition Documents;

(l)     Investments (including debt obligations)
received in connection with the bankruptcy or
reorganization, recapitalization or workout of suppliers
and customers and in settlement of delinquent obligations
of, and other disputes with, customers and suppliers
arising in the ordinary course of business or any
foreclosure by any Company; provided, however, that any
securities or other property so received is pledged
pursuant to the appropriate Security Document;

(m)     Swap Contracts and other Contingent Obligations
entered into in compliance with subsection 8.8(b);

(n)     Investments in existence on the Effective Date
and listed in Schedule 8.4(n), without giving effect to
any additions thereto and Investments to be made pursuant
to binding agreements in existence on the Effective Date
set forth on Schedule 8.4(n) to the extent made in
accordance with the terms of such agreements as in effect
on the Effective Date, and any renewal or extension of any
thereof in the ordinary course of business and on ordinary
business terms in an amount not to exceed the original
amount thereof;

(o)     any Company may hold additional Investments in
any Subsidiary to the extent that such Investments reflect
an increase in the value of such Subsidiary resulting from
retained earnings of such Subsidiary;

(p)     any endorsement of a check of other medium of
payment for deposit or collection, or any similar transac-
tion in the ordinary course of business;

(q)     Investments of any Person in the amount existing
at the time such Person became a Subsidiary, to the extent
such Investment was not made in connection with, or in
contemplation of, such Person becoming a Subsidiary;

(r)     any Subsidiary which is not a Qualified
Subsidiary may make Investments in or to any other
Subsidiary which has executed and delivered a Foreign
Guarantee and Foreign Security Agreement which is in full
force and effect or Intercompany Guarantee and
Intercompany Security Agreement which is in full force and
effect;

(s)     Investments (including Intercompany Indebtedness
and Guaranty Obligations) by any Company in any Wholly-
Owned Subsidiary to the extent made in the ordinary course
to fund or support the ordinary course operations of such
Wholly-Owned Subsidiary or if de minimis and made in
connection with the organization or formation thereof;
provided, however, that upon the request of the Required
Lenders all or any part of such Intercompany Indebtedness
shall be evidenced by promissory notes in form, and shall
be pledged to the Paying Agent pursuant to documentation,
reasonably satisfactory to the Required Lenders;

(t)     Investments consisting of the transfer of
equipment (and any intellectual property rights necessary
for the use of such assets) to Foreign Subsidiaries in the
ordinary course of business so long as, at the time of any
such transfer, the sum of the current book value of the
assets transferred plus the book values of all other
assets previously transferred to Foreign Subsidiaries
pursuant to this clause (t) (measured as of the time of
the relevant transfer) since the Effective Date, does not
exceed 5% of the Total Assets of U.S. Borrower (measured
at the time of such transfer);

(u)     the Contribution if and to the extent
consummated in accordance with Section 8.26;

(v)     any Investment which, in the judgment of such
Company, is reasonably necessary in connection with, and
pursuant to, any Permitted Receivables Transaction; and

(w)     Investments in joint ventures by any Company not
at any time exceeding the sum of (i) in the aggregate a
Dollar Equivalent amount of U.S. $10,000,000 since the
Effective Date plus (ii) the aggregate net cash received
by any Company since the Effective Date in connection with
such Investments as dividends, distributions or other
returns of capital from Investments.

In the case of any Investment by a Company in any
Receivables Co., such Investment shall only be made in
connection with a Permitted Receivables Transaction on terms
satisfactory to the Required Lenders.

8.5.    Limitation on Indebtedness.  The Borrowers shall
not, and shall not cause or permit any Subsidiary to, directly
or indirectly, create, incur, assume, suffer to exist, or
otherwise become or remain directly or indirectly liable with
respect to, any Indebtedness, except (each of which shall be
given independent effect):

(a)     the Obligations and the Intercompany Loans;

(b)     Indebtedness consisting of Contingent
Obligations permitted pursuant to Section 8.8;

(c)     Indebtedness existing on the Effective Date
which is Refinanced Indebtedness (which Indebtedness may
not be outstanding beyond the Closing Date);

(d)     Indebtedness existing on the Effective Date set
forth in Schedule 6.16, which amount shall not exceed the
Dollar Equivalent amount of U.S. $50,000,000 reduced by
any Indebtedness incurred pursuant to subsection 8.5(n),
and any refinancing, renewal or extension thereof by the
applicable obligor that does not shorten the maturity or
the average life to maturity thereof or increase the
amount thereof (other than by the amount of fees and
expenses (including prepayment premiums) related to such
refinancing, renewal or extension);

(e)     Indebtedness incurred in connection with Capital
Leases to the extent permitted by subsection 8.1(a)(x) and
Indebtedness incurred in connection with the acquisition,
construction or improvement of property to the extent
permitted by subsection 8.1(a)(ix);

(f)     Indebtedness of U.S. Borrower or any Qualified
Subsidiary to any Subsidiary or, subject to Section 8.4,
of any Subsidiary which is not a Qualified Subsidiary to
any other Subsidiary;

(g)     unsecured Indebtedness in an aggregate principal
amount not to exceed in the aggregate at any time
outstanding the Dollar Equivalent amount of
U.S. $15,000,000;

(h)     Guaranty Obligations of any Company in respect
of recourse events in connection with any Permitted
Receivables Transaction;

(i)     Indebtedness subordinated on terms satisfactory
to the Required Lenders not to exceed in the aggregate at
any time outstanding the Dollar Equivalent amount of U.S.
$20,000,000 so long as the Net Cash Proceeds therefrom are
applied in accordance with subsection 2.7(d);

(j)     Indebtedness arising from honoring a check,
draft or similar instrument against insufficient funds;
provided, however, that such Indebtedness is extinguished
within five Business Days of its incurrence;

(k)     obligations under Leases permitted by Section
8.3 and Guaranty Obligations permitted by Sections 8.4 and
8.8;

(l)     Indebtedness of a Person (other than
Indebtedness of Van Leer and its Subsidiaries as of the
Closing Date) existing at the time such Person became a
Subsidiary or assets were acquired from such Person, to
the extent such Indebtedness was not incurred in
connection with, or in contemplation of, such Person
becoming a Subsidiary or the acquisition of such assets;

(m)     Indebtedness of any Receivables Co. incurred in
connection with a Permitted Receivables Transaction
consisting of (i) Indebtedness in an aggregate amount at
any time not to exceed the Dollar Equivalent amount of
U.S. $40.0 million and (ii) Indebtedness of any Company to
any Receivables Co. in connection with any Permitted
Receivables Transaction; provided, however, that such In-
debtedness and Contingent Obligations shall be
subordinated to the Obligations and on terms and con-
ditions reasonably acceptable to the Required Lenders;
provided, however, that in the case of clause (i) of this
subsection, the Net Cash Proceeds therefrom shall be
applied as specified in subsection 2.7(d); and

(n)     unsecured Indebtedness of any Foreign Subsidiary
in an aggregate principal amount for all Foreign
Subsidiaries not to exceed in the aggregate at any time
outstanding the Dollar Equivalent amount of U.S.
$25,000,000.

If such Indebtedness is incurred to refinance
Indebtedness denominated in a currency other than U.S. Dollars
and such refinancing would cause a Dollar Equivalent
restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such
refinancing, such Dollar Equivalent restriction shall not be
deemed to have been exceeded so long as the principal amount of
such refinancing Indebtedness does not exceed the principal
amount of such Indebtedness being refinanced, but the ability
to make subsequent incurrences of Indebtedness subject to the
applicable Dollar Equivalent restriction shall be determined as
if the relevant currency exchange rate applied to any such
previous refinancing was the rate in effect on the date of such
refinancing.

8.6.    Transactions with Affiliates.  The Borrowers
shall not, and shall not cause or permit any Subsidiary to,
directly or indirectly, enter into any transaction with any
Affiliate of U.S. Borrower (other than one or more Companies),
except upon fair and reasonable terms no less favorable to such
Subsidiary than would obtain in a comparable arm's-length
transaction with a Person not an Affiliate of U.S. Borrower or
such Subsidiary; provided, however, that the following shall in
any event be permitted:  (a) Restricted Payments permitted by
Section 8.13; (b) the payment of reasonable and customary
regular fees to directors of any Company who are not employees
of any Company; (c) any transaction with an officer or member
of the board of directors of any Company in the ordinary course
of business involving compensation, indemnity or employee
benefit arrangements; (d) Investments permitted by Section 8.4;
and (e) any Permitted Receivables Transaction.

8.7.    Use of Proceeds.  The Borrowers shall not and
shall not cause or permit any Subsidiary to, directly or
indirectly, use any portion of the Loan proceeds or any Letter
of Credit, directly or indirectly, (i) to purchase or carry
Margin Stock, (ii) to repay or otherwise refinance Indebtedness
of any Loan Party or others incurred to purchase or carry
Margin Stock or (iii) to extend credit for the purpose of
purchasing or carrying any Margin Stock.

8.8.    Contingent Obligations.  The Borrowers shall
not, and shall not cause or permit any Subsidiary to, directly
or indirectly, create, incur, assume or suffer to exist any
Contingent Obligations, except:

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

(b)     Swap Contracts entered into in the ordinary
course of business and designed to protect against
fluctuations in interest rates, currency exchange rates,
commodity prices or similar risks (including any Swap
Contract entered into pursuant to Section 7.17 or Section
7.18 and Swap Contracts that do not violate Section 7.18);

(c)     Contingent Obligations existing as of the
Effective Date and listed in Schedule 8.8;

(d)     Contingent Obligations arising under (i) Surety
Instruments arising in the ordinary course of business of
any Company or (ii) any guaranty of the performance of
Contractual Obligations (other than obligations to pay
money) of other Persons that are not Subsidiaries so long
as such guaranty arises in connection with a project in
which a Company is otherwise involved in the ordinary
course of business, not to exceed in the aggregate for all
Contingent Obligations pursuant to this subclause (d) the
Dollar Equivalent amount of U.S. $5,000,000;

(e)     Guaranty Obligations permitted by Section 8.4
and Guaranty Obligations by U.S. Borrower with respect to
any Indebtedness of any Subsidiary incurred in accordance
with Section 8.5;

(f)     other Contingent Obligations not at any time
exceeding in the aggregate outstanding a Dollar Equivalent
amount of U.S. $5,000,000; and

(g)     Guaranty Obligations arising under the Credit
Documents or the Intercompany Guarantees.

8.9.    Restrictions on Subsidiaries.  (a)  The
Borrowers shall not cause or permit any Subsidiary to, directly
or indirectly, enter into any agreement or instrument (other
than the Credit Documents) which by its terms restricts the
ability of such Subsidiary (a) to declare or pay dividends or
make similar distributions, (b) to repay principal of, or pay
any interest on, any Indebtedness owed to any Company, (c) to
make payments of royalties, licensing fees and similar amounts
to any Company or (d) to make loans or advances to, or
guarantee any Indebtedness or other obligation of, any Company,
except for such encumbrances or restrictions existing under or
by reason of (i) customary provisions restricting subletting or
assignment of any Lease governing a leasehold interest of any
Company, (ii) customary provisions restricting assignment of
any agreement or license entered into by any Company in the
ordinary course of business, (iii) customary provisions
restricting the transfer of assets subject to Liens permitted
under Section 8.1 and (iv) applicable law (including minimum
capital requirements).

(b)     U.S. Borrower will not, and will not cause any
Subsidiary to, directly or indirectly take any action which
would cause any Subsidiary to cease to be a Subsidiary by
virtue of the last sentence of the definition of Subsidiary.

8.10.   Fixed Charge Coverage Ratio; Interest
Coverage Ratio.  (a)  U.S. Borrower shall not permit, as of any
Test Date (beginning with the Test Date ending April 30, 2001),
the Fixed Charge Coverage Ratio to be less than 1.20 to 1.0.

(b)     U.S. Borrower shall not permit, as of any Test
Date (beginning with the Test Date ending April 30, 2001)
ending during any period set forth below, the Interest Coverage
Ratio to be less than the ratio set forth opposite such period
in the table below:

Period                                           Ratio
                                              
February 1, 2001 to April 30, 2001               3.00 to 1.00
May 1, 2001 to July 31, 2001                     3.00 to 1.00
August 1, 2001 to October 31, 2001               3.25 to 1.00
November 1, 2001 to January 31, 2002             3.25 to 1.00
February 1, 2002 to April 30, 2002               3.25 to 1.00
May 1, 2002 to July 31, 2002                     3.25 to 1.00
August 1, 2002 to October 31, 2002 and any
Test Date thereafter                             3.50 to 1.00

8.11.   Minimum Net Worth.  U.S. Borrower shall not
permit Consolidated Net Worth (to be calculated for the
purposes of this Section 8.11 by excluding net gains (but not
losses) resulting from asset sales (other than sales of timber
and timber lands)) at the end of any fiscal quarter (beginning
with the fiscal quarter ending April 30, 2001) to be less than
(i) U.S. $500,000,000 plus (ii) 50% of the sum of positive
Consolidated Net Income for each fiscal quarter beginning with
the first fiscal quarter after the Closing Date (without
reduction for losses) plus (iii) 100% of the Net Cash Proceeds
received by U.S. Borrower after the Closing Date from each
issuance of Equity Interests.

8.12.   Total Leverage Ratio.  U.S. Borrower shall
not permit, as of any Test Date(beginning with the Test Date
ending April 30, 2001) ending during any period set forth
below, the Total Leverage Ratio to exceed the ratio set forth
opposite such period in the table below:

Period                                           Total Leverage Ratio
                                              
February 1, 2001 to April 30, 2001               3.50 to 1.00
May 1, 2001 to July 31, 2001                     3.50 to 1.00
August 1, 2001 to October 31, 2001               3.25 to 1.00
November 1, 2001 to January 31, 2002             3.25 to 1.00
February 1, 2002 to April 30, 2002               3.00 to 1.00
May 1, 2002 to July 31, 2002                     3.00 to 1.00
August 1, 2002 to October 31, 2002               2.75 to 1.00
November 1, 2002 to January 31, 2003             2.75 to 1.00
February 1, 2003 to April 30, 2003               2.50 to 1.00
May 1, 2003 to July 31, 2003                     2.50 to 1.00
August 1, 2003 to October 31, 2003               2.50 to 1.00
November 1, 2003 to January 31, 2004 and any
 Test Date thereafter                            2.00 to 1.00

8.13.   Restricted Payments.  The Borrowers shall
not, and shall not permit any Subsidiary to, directly or
indirectly, (i) declare or make any dividend payment or other
distribution of assets, properties, Cash, rights, obligations
or securities on account of any shares of any class of the
Equity Interests of any Company (other than to U.S. Borrower or
any Qualified Subsidiary) or (ii) purchase, redeem or otherwise
acquire for value any shares of any Company's Equity Interests
or any warrants, rights or options to acquire such Equity
Interests, now or hereafter outstanding owned by any Person
other than U.S. Borrower or any Qualified Subsidiary (any such
prohibited transaction, a "Restricted Payment"), except that
(each of which shall be given independent effect):

(a)     any Company may declare and make dividend
payments or other distributions payable solely in its
Equity Interests;

(b)     any Company may purchase, redeem, defease or
otherwise acquire or retire for value shares of its Equity
Interests or warrants or options to acquire any such
Equity Interests with shares of its Equity Interests;

(c)     any Subsidiary may pay dividends and
distributions or purchase, redeem, defease or otherwise
acquire or retire for value shares of its Equity Interests
or warrants or options to acquire any such Equity
Interests so long as any such payments pursuant thereto by
any non-Wholly-Owned Subsidiary of U.S. Borrower are made
on a pro rata basis to such Subsidiary's shareholders
generally or are paid solely to a Loan Party;

(d)     so long as no Unmatured Event of Default or
Event of Default then exists pursuant to subsection
9.1(a), (f) or (g), U.S. Borrower may make Restricted
Payments during any fiscal year in an amount not to exceed
the excess of (I) the sum of (A) U.S. $18,000,000 plus (B)
the sum of 50% of Consolidated Net Income for each fiscal
year ending during the period beginning on the Closing
Date and ending immediately prior to the date of such
Restricted Payment and for which financial statements
complying with subsection 7.1(a) have been delivered to
the Lenders (it being understood that there shall not be
any deductions for any net loss as shown on U.S.
Borrower's income statement for any fiscal year prepared
in accordance with GAAP) over (II) the aggregate amount of
Restricted Payments made since the Closing Date; provided,
however, that in no event shall the aggregate amount of Re-
stricted Payments made in any fiscal year exceed
U.S. $18,000,000 (or U.S. $25,000,000 at any time that the
Total Leverage Ratio is less than 2.0 to 1.0);

(e)     so long as no Unmatured Event of Default or
Event of Default then exists, U.S. Borrower may repurchase
shares of its common stock from time to time during any
fiscal year in an amount not to exceed the lesser of (I)
U.S. $15,000,000 and (II) the Dollar Equivalent amount of
25% of Excess Cash Flow for the most recent fiscal year of
U.S. Borrower; provided, however, that in no event shall
such a repurchase be permitted if (A) the mandatory
prepayment required by subsection 2.7(b) for such fiscal
year has not been completed in accordance with the
requirements thereof and applied as set forth in
subsection 2.7(f), or (B) at the time of the proposed
repurchase the Total Leverage Ratio is greater than 2.0 to
1.0; and

(f)     U.S. Borrower may pay dividends of up to the
lesser of (I) $0.01 per share of Class A Common Stock for
each four consecutive fiscal quarters and (II)
U.S. $250,000 for each consecutive fiscal quarter.

8.14.   ERISA.  The Borrowers shall not, and shall
not cause or permit any ERISA Entities to, engage in a
transaction that would be reasonably likely subject to
Section 4069 or 4212(c) of ERISA and that would, individually
or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

8.15.   Change in Business.  The Borrowers shall
not, and shall not cause or permit any Subsidiary to, directly
or indirectly, engage in any line of business that, taken on a
consolidated basis, would be material and substantially
different from those lines of business carried on by the
Companies (including Van Leer and its Subsidiaries) on the
Effective Date, except that the Companies may engage in any
reasonable extension, development or expansion thereof or in
any business ancillary thereto.

8.16.   Accounting Changes.  The Borrowers shall
not, and shall not cause or permit any Subsidiary to, make any
change in accounting principles or reporting practices, except
as required by GAAP, or change their fiscal years.

8.17.   Amendments to Transaction Documents.  The
Borrowers shall not and shall not cause or permit any
Subsidiary to, directly or indirectly, make any amendment,
supplement or other modification of, or enter into any consent
or waiver with respect to any material obligations under any
Transaction Document.

8.18.   Capital Expenditures.  The Borrowers shall
not permit the aggregate amount of all Capital Expenditures
made by the Companies for any fiscal year to exceed U.S.
$90,000,000; provided, however, that (x) if the aggregate
amount of Capital Expenditures for any fiscal year shall be
less than U.S. $90,000,000 (before giving effect to any
carryover), then the shortfall may be added to the amount of
Capital Expenditures permitted for the immediately succeeding
(but not any other) fiscal year if the amount expended in such
fiscal year would not exceed U.S. $112,500,000 and (y) in
determining whether any amount is available for carryover, the
amount expended in any fiscal year shall first be deemed to be
from the amount allocated to such year before any carryover.

8.19.   Sale and Lease-Backs.  The Borrowers shall
not, and shall not cause or permit any Subsidiary to, directly
or indirectly, become or thereafter remain liable as lessee or
as guarantor or other surety with respect to the lessee's
obligations under any lease, whether an operating lease or a
Capital Lease, of any property (whether real or personal or
mixed), whether now owned or hereafter acquired, (i) which any
Company has sold or transferred or is to sell or transfer to
any other Person (other than any Domestic Loan Party) or
(ii) which any Company intends to use for substantially the
same purpose as any other property which has been or is to be
sold or transferred by any Company to any Person in connection
with such lease, if in the case of clause (i) or (ii) above,
such sale and such lease are part of the same transaction or a
series of related transactions or such sale and such lease
occur within one year of each other or are with the same other
Person, except for any transaction permitted by subsection
8.2(d).

8.20.   Sale or Discount of Receivables.  The
Borrowers shall not, and shall not cause or permit any
Subsidiary to, directly or indirectly, sell, with or without
recourse, or discount (other than in connection with trade
discounts or arrangements necessitated by the creditworthiness
of the other party, in each case in the ordinary course of
business consistent with past practice) or otherwise sell for
less than the face value thereof, notes or accounts receivable,
except (i) to any Domestic Loan Party and (ii) by Foreign
Subsidiaries in the ordinary course and either (I) consistent
with past practice as of the Effective Date, (II) consistent
with the customary practices of the applicable country or (III)
permitted by subsection 8.2(e) and (o).

8.21.   Creation of Subsidiaries.  The Borrowers
shall not, and shall not cause or permit any Subsidiary to,
establish, create or acquire after the Effective Date any
Subsidiary; provided, however, that U.S. Borrower shall be
permitted to establish, create or acquire direct or indirect
Subsidiaries which are Qualified Subsidiaries or any other
Subsidiary in connection with any Investment permitted by
Section 8.4 so long as (i) at least 10 days' prior written
notice thereof is given to the Paying Agent and (ii) at such
time Section 7.13 is complied with in all respects.

8.22.   [Reserved].

8.23.   Limitation on Other Restrictions on
Amendment of Documents.  The Borrowers shall not, and shall not
cause or permit any Subsidiary to, directly or indirectly,
enter into, suffer to exist or become or remain subject to any
agreement or instrument to which any of them is a party or to
which any of them or any property of any of them (now owned or
hereafter acquired) may be subject or bound (except for the
Credit Documents, the Intercompany Loan Documents and the
Transaction Documents (but with respect to the Transaction
Documents, only as to themselves)) that would expressly
prohibit or restrict (including by way of any covenant,
representation or warranty or event of default), or require the
consent of any Person to any amendment to, or waiver or consent
to departure from the terms of, any Credit Document,
Intercompany Loan Document or Transaction Document (which, in
the case of the Transaction Documents, would be materially
adverse to the Lenders).

8.24.   Limitation on Payments or Prepayments of
Indebtedness or Modification of Debt Documents.  The Borrowers
shall not, and shall not cause or permit any Subsidiary to,
directly or indirectly:

(a)     make any payment or prepayment (optional or
otherwise) on, or redemption of, or any payments in
redemption, defeasance or repurchase (whether in Cash,
securities or other property) of any Indebtedness (other
than the Obligations or Intercompany Loans or other
intercompany loans) of any Company in excess of the Dollar
Equivalent of U.S.$5,000,000, except (i) regularly
scheduled mandatory payments of interest, (ii) the
conversion or exchange of any Indebtedness into shares of
common Equity Interests of U.S. Borrower,
(iii) refinancing of Indebtedness permitted by
subsection 8.5(c), (iv) any such payments related to
Indebtedness incurred under subsection 8.5(e) and (v) the
Refinancing; or

(b)     amend, supplement, waive or otherwise modify any
of the provisions of any agreement or instrument governing
any Indebtedness of any Company which is subject to the
restrictions of subsection 8.24(a):

(i)   which shortens the fixed maturity, or
      increases the rate or shortens the time of payment of
      interest or dividends on, or increases the amount or
      shortens the time of payment of any principal, or
      premium payable whether at maturity, at a date fixed
      for prepayment or by acceleration or otherwise of
      such Indebtedness, or increases the amount of, or
      accelerates the time of payment of, any fees payable
      in connection therewith;

(ii)  which relates to the affirmative or
      negative covenants, events of default, redemption or
      repurchase provisions, or remedies under the
      documents or instruments evidencing such Indebtedness
      and the effect of which is to subject any Company to
      any materially more onerous or more restrictive provisions; or

(iii) if such Indebtedness is subordinated
      Indebtedness, which effects and changes to the
      subordination provisions (or related definitions)
      therein or otherwise materially adversely affects the
      interests of the Lenders as senior creditors or the
      interests of the Lenders under this Agreement or any
      other Credit Document in any respect.

8.25.   Consolidated Returns.  U.S. Borrower shall
not, and shall not permit any of its Subsidiaries to, file or
consent to the filing of any consolidated income tax return
with any Person other than the U.S. Borrower or a Subsidiary
wholly owned directly or indirectly by the U.S. Borrower.

8.26.   Limitation on Contribution.  U.S. Borrower
shall not, directly or indirectly, contribute the Intercompany
Loans or the related Intercompany Collateral and Intercompany
Security Documents to Subsidiary Borrower (the "Contribution")
or to any other Company, and shall not fail to be the legal and
beneficial owner of any thereof, (a) at any time prior to the
date on which (i) each requirement of Section 7.22 is completed
(except that the requirements with respect to the Foreign
Mortgaged Property described in Subsection 7.22(a) need only be
met with respect to the property set forth on Schedule
1.1(a)(ii) constituting 80% of the book value of property set
forth on Schedule 1.1(a)(ii)) (ii) the Organization Documents
of Subsidiary Borrower shall have been amended as set forth on
Exhibit M, and (iii) U.S. Borrower has provided an Officers'
Certificate to the Agents certifying as to the items set forth
in this subsections 8.26(a)(i) and (ii) and (b), and (b) unless
and until all such Intercompany Loan Documents are
contemporaneously collaterally assigned by Subsidiary Borrower
pursuant to documentation reasonably satisfactory to the Agents
to the Paying Agent as security for Subsidiary Borrower's
Obligations.  Upon the consummation of the Contribution
effected in accordance with this Section 8.26, the Agents shall
release all Liens on the Intercompany Loan Documents and shall
execute and deliver all documents and instruments (at the sole
expense of U.S. Borrower) to evidence the same.

                               ARTICLE IX

                            EVENTS OF DEFAULT

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

(a)     Non-Payment.  Any Loan Party shall fail to pay,
(i) when and as required to be paid herein (whether at
stated maturity, upon prepayment or repayment or
acceleration or otherwise), any principal of any Loan or
of any L/C Obligation or (ii) within five Business Days
after the same becomes due, any interest, fee or any other
amount payable under any Credit Document.

(b)     Representation or Warranty.  Any representation
or warranty by any Loan Party made or deemed made in any
Credit Document, or which is contained in any certificate,
document or financial or other statement by any Loan Party
or any Responsible Officer furnished at any time under any
Credit Document, shall be incorrect in any material
respect on or as of the date made or deemed made.

(c)     Specific Defaults.  Any Loan Party shall fail to
perform or observe any term, covenant or agreement
contained in subsection 7.3(a), subsection 7.4(a), Section
7.22, Section 7.23, or in Article VIII (other than
Section 8.16, Section  8.17 and Section 8.23).

(d)     Other Defaults.  Any Loan Party shall fail to
perform or observe any term, covenant or agreement (other
than those referred to in subsections 9.1(a), (b) or (c)
above) contained in any Credit Document, and such failure
shall continue unremedied for a period of at least 30 days
after the date upon which written notice thereof is given
to the Borrowers by any Co-Agent or any Lender.

(e)     Cross-Default.  (i) Any Loan Party, any Obligor
under any Intercompany Note or any Significant Subsidiary
(collectively, the "Specified Companies" and each a
"Specified Company") shall fail to make any payment in
respect of any one or more issues of Indebtedness (other
than the Obligations) or Contingent Obligation having an
aggregate principal of more than the Dollar Equivalent
amount of U.S. $10,000,000 beyond the period of grace, if
any, provided in the instrument or agreement under which
such Indebtedness or Contingent Obligation was created or
by which it is governed; or (ii) any Specified Company
shall fail to perform or observe any other term, condition
or covenant, or any other event shall occur or condition
exist, under any agreement or instrument relating to any
Indebtedness or Contingent Obligation, if the effect of
such failure, event or condition is to cause, or to permit
the holder or holders of such Indebtedness or beneficiary
or beneficiaries of such Indebtedness or Contingent
Obligation (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause (with
or without notice or passage of time or both), such
Indebtedness to be declared to be due and payable prior to
its stated maturity or to require any Company to redeem or
purchase, or offer to redeem or purchase, all or any
portion of such Indebtedness, or any such Indebtedness
shall be required to be prepaid (other than by a regularly
scheduled required prepayment or redemption) prior to the
stated maturity thereof or such Contingent Obligation to
become payable or cash collateral in respect thereof to be
demanded; provided, however, that the aggregate amount of
all such Indebtedness or Contingent Obligations for all
Specified Companies so affected and cash collateral so
required shall be in a Dollar Equivalent amount of
U.S. $10,000,000 or more.

(f)     Insolvency; Voluntary Proceedings.  Any
Specified Company (i) shall cease or fail to be Solvent,
or generally fails to pay, or admits in writing its
inability to pay, its debts as they become due;
(ii) commences or consents to any Insolvency Proceeding
with respect to itself; or (iii) takes any action to
effectuate or authorize any of the foregoing.
(g)     Involuntary Proceedings.  (i) Any involuntary
Insolvency Proceeding shall be commenced or filed against
any Specified Company, or any writ, judgment, warrant of
attachment, execution or similar process is issued or
levied against a Company, and such proceeding or petition
shall not be dismissed, or such writ, judgment, warrant of
attachment, execution or similar process shall not be re-
leased, vacated or fully bonded, within 60 days after
commencement, filing or levy; (ii) any Specified Company
shall admit the material allegations of a petition against
it in any Insolvency Proceeding, or an order for relief
(or similar order under non-U.S. law) is ordered in any
Insolvency Proceeding; or (iii) any Specified Company
shall acquiesce in the appointment of a receiver, receiver
and manager, trustee, custodian, conservator, liquidator,
mortgagee in possession (or agent therefor), or other
similar person for itself or a substantial portion of its
property or business.

(h)     ERISA.  (i) An ERISA Event shall occur with
respect to a Pension Plan or a Multiemployer Plan which
has resulted or would be reasonably likely to result in
liability of any Company under Title IV of ERISA to such
Pension Plan or Multiemployer Plan or to the PBGC in an
aggregate Dollar Equivalent amount in excess of
U.S. $10,000,000; (ii) the aggregate Dollar Equivalent
amount of Unfunded Pension Liability among all Pension
Plans at any time exceeds U.S. $10,000,000 and as a result
thereof a lien shall be imposed, a security interest shall
be granted or a material liability is incurred, which
lien, security interest or liability, in the reasonable
judgment of the Required Lenders, would be reasonably
likely to result in a Material Adverse Effect; or
(iii) noncompliance with respect to Foreign Plans shall
occur that, in the opinion of the Required Lenders, when
taken together with all other noncompliance with respect
to Foreign Plans that have occurred, would reasonably be
expected to result in liability of any Company in an
aggregate amount exceeding U.S. $10,000,000.

(i)     Monetary Judgments.  One or more non-
interlocutory judgments, non-interlocutory orders, decrees
or arbitration awards shall be entered against any Company
involving in the aggregate a liability (to the extent not
covered by independent third-party insurance as to which
the insurer does not dispute coverage) as to any single or
related series of transactions, incidents or conditions,
of a Dollar Equivalent amount for all Companies of
U.S. $10,000,000 or more, and the same shall remain unva-
cated and unstayed pending appeal for a period of 30 days
after the entry thereof.

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

(k)     Guarantees.  Any Guarantee shall cease to be in
full force and effect (other than due to any effect of
applicable foreign law or action by any foreign government
or in accordance with its terms) or any of the Guarantors
repudiates, or attempts to repudiate, any of its
obligations under any of the Guarantees.

(l)     Security Documents.  Any Security Document shall
cease to be in full force and effect (other than due to
any effect of applicable foreign law or action by any
foreign government or in accordance with its terms), or
shall cease to give the Paying Agent the Liens, rights,
powers and privileges purported to be created thereby, in
favor of the Paying Agent, superior to and prior to the
rights of all third Persons and subject to no Liens other
than Permitted Liens and Liens expressly permitted by the
applicable Security Document, or any Company shall fail to
comply with or to perform any material obligation or
agreement under any Security Document within ten days
after being requested by the Paying Agent or any Lender.

(m)     Intercompany Security Documents.  Any
Intercompany Guarantee, Intercompany Pledge or
Intercompany Mortgage shall cease to be in full force and
effect (other than due to any effect of applicable foreign
law or action by any foreign government), or shall cease
to give the lender under the related Intercompany Loan the
Liens, rights, powers and privileges purported to be
created thereby, in favor of such lender, superior to and
prior to the rights of all third Persons and subject to no
Liens other than Prior Liens and Liens expressly permitted
by the applicable Intercompany Security Document, or any
Company shall fail to comply with or to perform any
material obligation or agreement under any Intercompany
Security Document within ten days after being requested by
the Paying Agent or any Lender.

(n)     Change of Control.  Any Change of Control shall
occur.

(o)     Environmental Events.  There shall have been
asserted against any Company, claims, whether accrued,
absolute or contingent, based on or arising from the
generation, storage, transport, handling or disposal of
Hazardous Materials by any Company or any Affiliate, or
any predecessor in interest of any Company or any
Affiliate, which claims would, individually or in the
aggregate, reasonably be expected to be determined
adversely to any Company and the amount of any such claim
(insofar as it is payable by any Company but after
deducting any portion thereof which is reasonably expected
to be paid, discharged or forgiven by other creditworthy
Persons jointly and severally liable therefor) would,
individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.

(p)     Van Leer Acquisition.  The Van Leer Acquisition
shall not be consummated in all material respects in
accordance with this Agreement and the Van Leer
Acquisition Agreement substantially concurrently with the
making of the initial Credit Extensions hereunder, or the
Van Leer Acquisition shall be unwound, reversed or
otherwise rescinded in whole or in any material part for
any reason.

(q)     Permitted Receivables Transaction Issues.  Any
event or circumstance shall occur which permits or
requires the Persons purchasing, or financing the purchase
of, Accounts under a Permitted Receivables Transaction to
stop so purchasing or financing such Accounts, other than
by reason of the occurrence of the stated expiration date
of such Permitted Receivables Transaction or the voluntary
termination thereof by any Company; provided that any
notices or cure periods that are conditions to the rights
of such Persons to stop purchasing, or financing the
purchase of, such Accounts have been given or have
expired, as the case may be.

9.2.    Remedies.  If any Event of Default occurs and is
continuing, the Paying Agent shall, at the request, or may,
with the consent, of the Required Lenders:

(a)     declare the commitment of each Lender to make
Loans and the obligation of the L/C Lender to Issue
Letters of Credit to be terminated, whereupon such
commitments and obligation shall be terminated;

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

(c)     direct the Borrowers to pay (and the Borrowers
agree that upon receipt of such notice, or upon the
occurrence of an Event of Default specified in subsection
9.1(f) or (g) with respect to any Borrowers, such
Borrowers shall pay) to the Paying Agent at the Agent's
Payment Office such additional amount of cash, to be held
as security by the Paying Agent, as is equal to the
aggregate undrawn face amount of all Letters of Credit
issued for the account of either Borrower and then
outstanding; and

(d)     exercise on behalf of the Paying Agent and the
Lenders all rights and remedies available to the Paying
Agent and the Lenders under the Credit Documents or
applicable law;

provided, however, that upon the occurrence of any event
specified in subsection 9.1(f) or (g), the obligation of each
Lender to make Loans and any obligation of the L/C Lender to
Issue Letters of Credit shall automatically terminate and the
unpaid principal amount of all outstanding Loans and all
interest and other amounts as aforesaid shall automatically
become due and payable without further act of the Paying Agent,
the L/C Lender or any other Lender.

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

                                ARTICLE X

                                THE AGENTS

10.1.   Appointment and Authorization.  (a)  Each
Lender hereby irrevocably (subject to Section 10.9) appoints,
designates and authorizes each Co-Agent to take such action on
its behalf under the provisions of this Agreement and each
other Credit Document and to exercise such powers and perform
such duties as are expressly delegated to it by the terms of
this Agreement or any other Credit Document, together with such
powers as are reasonably incidental thereto.  The Paying Agent
is expressly authorized to (A) execute and deliver, and approve
the form and substance of, all Security Documents on the
Closing Date or any other time and (B) execute and deliver on
behalf of the Lenders and the Co-Agents all documents necessary
to release Collateral from the Lien of the Credit Documents as
and when permitted by Section 11.1.  Notwithstanding any
provision to the contrary contained elsewhere in this Agreement
or in any other Credit Document, no Co-Agent shall have any
duties or responsibilities except those expressly set forth
herein, nor shall any Co-Agent have or be deemed to have any
fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other
Credit Document or otherwise exist against any Co-Agent or any
of its affiliates.  The provisions of this Article X are solely
for the benefit of the Co-Agents and the Lenders, and no Loan
Party shall have any rights as a third party beneficiary of any
of the provisions hereof.  In performing its functions and
duties under this Agreement, each Co-Agent shall act solely as
an agent of the Lenders as provided for herein and no Co-Agent
assumes or shall be deemed to have assumed any obligation or
relationship of agency or trust with or for any Loan Party.
No Co-Agent shall have any responsibilities under any Credit
Document, except as expressly set forth therein.

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

(c)     The Swing Line Lender shall have all of the
benefits and immunities (i) provided to the Paying Agent in
this Article X with respect to any acts taken or omissions
suffered by the Swing Line Lender in connection with Swing Line
Loans made or proposed to be made by it as fully as if the term
"Paying Agent," as used in this Article X, included the Swing
Line Lender with respect to such acts or omissions and (ii) as
additionally provided in this Agreement with respect to the
Swing Line Lender.

10.2.   Delegation of Duties.  Each Co-Agent may
execute any of its duties under this Agreement or any other
Credit Document by or through agents, employees or attorneys-
in-fact and shall be entitled to advice of counsel concerning
all matters pertaining to such duties.  No Co-Agent shall be
responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects with reasonable care.

10.3.   Exculpatory Provisions.  No Co-Agent or any
of its Affiliates shall (i) be liable for any action taken or
omitted to be taken by any of them under or in connection with
this Agreement or any other Credit Document or under any other
document or instrument referred to or provided for herein or
therein or the transactions contemplated hereby or thereby
(except for its own gross negligence or willful misconduct),
(ii) be responsible in any manner to any of the Lenders for any
recital, statement, representation or warranty made by any Loan
Party or any Subsidiary or Affiliate of any Loan Party, or any
officer thereof, contained in this Agreement or in any other
Credit Document,  under or in connection with, this Agreement
or any other Credit Document, or the value, validity,
effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Credit Document or any other
document referred to or provided for herein or therein, or for
any failure of any Loan Party or any other party to any Credit
Document to perform its obligations hereunder or thereunder,
(iii) except to the extent that, with respect to any Co-Agent,
it is expressly instructed by the Lenders with respect to
collateral security under the Security Documents, be required
to initiate or conduct any litigation or collection proceedings
hereunder or under any other Credit Document or (iv) with
respect to any Co-Agent, be under any obligation to take any
action hereunder or under any other Credit Document if such Co-
Agent believes in good faith that taking such action may
conflict with any law or any provision of any Credit Document,
or may require such Co-Agent to qualify to do business in any
jurisdiction where it is not then so qualified.  No Co-Agent or
any of its Affiliates shall be under any obligation to any
Lender to ascertain or to inquire as to the observance or per-
formance of any of the agreements contained in, or conditions
of, this Agreement or any other Credit Document, or to inspect
the properties, books or records of any Loan Party or any
Subsidiary or Affiliate of any Loan Party.

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

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

10.5.   Notice of Default.  No Co-Agent shall be
deemed to have knowledge or notice of the occurrence of any
Event of Default or Unmatured Event of Default, unless such Co-
Agent shall have received written notice from a Lender or a
Borrower referring to this Agreement, describing such Event of
Default or Unmatured Event of Default and stating that such
notice is a "notice of default."  If a Co-Agent receives such a
notice, such Co-Agent will notify the Lenders of its receipt
thereof.  Each Co-Agent shall take such action with respect to
such Event of Default or Unmatured Event of Default as may be
requested by the Required Lenders in accordance with Article
IX; provided, however, that, unless and until a Co-Agent has
received any such request, such Co-Agent may (but shall not be
obligated to) take such action, or refrain from taking such
action, with respect to such Event of Default or Unmatured
Event of Default as it shall deem advisable or in the best
interest of the Lenders except to the extent that this
Agreement expressly requires otherwise.

10.6.   Credit Decision.  Each Lender acknowledges
that no Co-Agent or any of its Affiliates has made any
representation or warranty to it, and that no act by any Co-
Agent hereafter taken, including any review of the affairs of
any Loan Party, shall be deemed to constitute any
representation or warranty by any Co-Agent or any Lender.  No
Co-Agent shall be required to keep itself informed as to the
performance or observance by any Lender of this Agreement or
any of the other Credit Documents or any other document
referred to or provided for herein or therein or to inspect the
properties or books of any Loan Party.  Each Lender represents
to each Co-Agent that it has, independently and without
reliance upon any Co-Agent or any other Lender, and based on
such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business,
prospects, operations, property, financial and other condition
and creditworthiness of the Loan Parties, and all applicable
bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement
and to extend credit hereunder.  Each Lender also represents
that it will, independently and without reliance upon any Co-
Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue
to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement or any other
Credit Document, and to make such investigations as it deems
necessary to inform itself as to the business, prospects,
operations, property, financial and other condition and
creditworthiness of the Loan Parties.  Except for notices,
reports and other documents and information expressly herein
required to be furnished to the Lenders by any Co-Agent, no Co-
Agent shall have any duty or responsibility to provide any
Lender with any credit or other information concerning the busi-
ness, prospects, operations, property, financial and other
condition or creditworthiness of the Loan Parties which may
come into the possession of any Co-Agent or any of its Affili-
ates.

10.7.   Indemnification.  Whether or not the
transactions contemplated hereby are consummated, the Lenders
shall indemnify upon demand each Co-Agent and each of its
Affiliates (to the extent not reimbursed by or on behalf of the
Loan Parties in accordance with the terms hereof and without
limiting the obligation of the Borrowers to do so), pro rata
(determined on the same basis used in determining Required
Lenders), from and against any and all Losses which may at any
time be imposed on, incurred by or asserted against any Co-
Agent in its capacity as such (including by any Lender) arising
out of or by reason of any investigation in any way relating to
or arising out of this Agreement or any other Credit Document,
or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or
the enforcement of any of the terms hereof or thereof or of any
such other documents; provided, however, that no Lender shall
be liable for the payment to any Co-Agent or any of its
Affiliates of any portion of the Losses resulting from such
Person's gross negligence, bad faith or willful misconduct.
Without limitation of the foregoing, each Lender shall reim-
burse the Paying Agent upon demand for its ratable share
(determined on the same basis used in determining Required
Lenders) of any costs or out-of-pocket expenses (including
Attorney Costs) incurred by the Paying Agent in connection with
the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this
Agreement, any other Credit Document, or any document
contemplated by or referred to herein or therein, to the extent
that any Co-Agent is not reimbursed for such expenses by or on
behalf of the Loan Parties.  The agreements set forth in this
Section 10.7 shall survive the payment of all Loans and other
obligations hereunder and the resignation or replacement of any
Co-Agent and shall be in addition to and not in lieu of any
other indemnification agreements contained in any other Credit
Document.

10.8.   Co-Agents in Individual Capacity.  Each Co-
Agent and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire Equity
Interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with
the Loan Parties and Affiliates of the Loan Parties as though
such Co-Agent were not a Co-Agent hereunder, without notice to
or consent of the Lenders.  The Lenders acknowledge that,
pursuant to such activities, a Co-Agent and its Affiliates may
receive information regarding the Loan Parties or their
Affiliates (including information that may be subject to con-
fidentiality obligations in favor of the Borrowers or such
Affiliates) and acknowledge that no Co-Agent or any of its
Affiliates shall be under any obligation to provide such
information to them.  With respect to its Loans, a Co-Agent
(and any of its Affiliates which may become a Lender) shall
have the same rights and powers under this Agreement as any
other Lender and may exercise the same as though it were not a
Co-Agent or the L/C Lender.  The terms "Lender" and "Lenders"
shall, unless the context otherwise indicates, include a Co-
Agent in its individual capacity.

10.9.   Successor Co-Agents.  Any Co-Agent may, and
at the request of the Required Lenders shall, resign as a Co-
Agent upon 30 days' notice to the Lenders and the Borrowers.
If a Co-Agent resigns under this Agreement, the Required
Lenders shall appoint from among the Lenders a successor Co-
Agent, as applicable, which successor agent shall, so long as
no Event of Default exists, be subject to the approval of the
Borrowers (which approval shall not be unreasonably withheld or
delayed).  If no successor agent is appointed prior to the
effective date of the resignation of a Co-Agent, such Co-Agent
may appoint, after consulting with the Lenders and the
Borrowers, a successor agent, from among the Lenders.  Upon the
acceptance of its appointment as successor agent hereunder,
such successor agent shall succeed to all the rights, powers
and duties of the retiring Co-Agent, and the term "Paying
Agent" or "Syndication Agent" shall mean such successor agent
and the retiring Co-Agent's appointment, powers and duties as
such Co-Agent shall be terminated.  After the retiring Co-
Agent's resignation hereunder as such Co-Agent, the provisions
of this Article X and Section 11.4 shall inure to its benefit
as to any actions taken or omitted to be taken by it while it
was such Co-Agent under this Agreement.  If no successor agent
has accepted appointment as the applicable Co-Agent by the date
which is 30 days following the retiring Co-Agent's notice of
resignation, the retiring Co-Agent's resignation shall
nevertheless thereupon become effective and the Lenders shall
perform all of the duties of such Co-Agent hereunder until such
time, if any, as the Required Lenders appoint a successor agent
as provided for above.  Each successor Co-Agent shall comply
with subsection 4.1(e).

10.10.  Holders.  Each Co-Agent may deem and treat
the payee of any Note as the owner thereof for all purposes
hereof unless and until a written notice of the assignment,
transfer or endorsement thereof, as the case may be, shall have
been filed with such Co-Agent.  Any request, authority or
consent of any Person or entity who, at the time of making such
request or giving such consent, is the holder of any Note shall
be conclusive and binding on any subsequent holder, transferee,
assignee or indorsee, as the case may be, of such Note or of
any Note or Notes issued in exchange therefor.

10.11.  Failure To Act.  Except for action
expressly required of a Co-Agent hereunder and under the other
Credit Documents, each Co-Agent shall in all cases be fully
justified in failing or refusing to act hereunder and
thereunder unless it shall receive further assurances to its
satisfaction from the Lenders of their indemnification
obligations under Section 10.7 against any and all liability
and expense that may be incurred by it by reason of taking or
continuing to take any such action.

10.12.  Paying Agent as Joint and Several Creditor.
(a)  Each Borrower and each Lender agree that the Paying Agent
shall be the joint creditor (together with the relevant Lender)
of each and every obligation of any Borrower towards each of
the Lenders under or in connection with the Revolving Facility,
and that accordingly the Paying Agent will have its own
independent right to demand performance by the relevant Bor-
rower of those obligations.  However, any discharge of any such
obligation to one of the Paying Agent or a Lender shall, to the
same extent, discharge the corresponding obligation owing to
the other.

(b)     Without limiting or affecting the Paying Agent's
rights against any Borrower (whether under this paragraph or
under any other provision of this Agreement), the Paying Agent
agrees with each other Lender (on a several and divided basis)
that, subject as set out in the next sentence, it will not
exercise its rights as a joint creditor with a Lender except
with the consent of the relevant Lender.  However, for the
avoidance of doubt, nothing in the previous sentence shall in
any way limit the Paying Agent's right to act in the protection
or preservation of rights under or to enforce any Security
Document as contemplated by this Agreement and/or this
Agreement (or to do any act reasonably incidental to any of the
foregoing).

                                ARTICLE XI

                              MISCELLANEOUS

11.1.   Amendments and Waivers.  (a)  No amendment
or waiver of any provision of any Credit Document, and no
consent with respect to any other departure by any Loan Party
therefrom, shall be effective unless the same shall be in
writing and signed by the Required Lenders (or by the Paying
Agent at the written request of the Required Lenders) and the
Loan Parties and acknowledged by the Paying Agent, and then any
such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given;
provided, however, that

(i)    no such waiver, amendment or consent shall,
       unless in writing and signed by each of the Lenders (with
       Obligations directly affected thereby in the case of the
       following clauses (A), (B) or (C)) (or by the Paying Agent
       at the written request of such Lenders) and the Loan
       Parties and acknowledged by the Paying Agent, do any of
       the following:  (A) extend the term of any of the
       Commitments (it being understood that a waiver of any
       condition, covenant violation, Event of Default or
       Unmatured Event of Default shall not constitute a change
       in the term of any Commitment of any Lender) or extend the
       time or waive any requirement for the reduction or
       termination of any of the Commitments (or reinstate any
       Commitment terminated pursuant to Section 9.2) or change
       the currency in which any Obligation is payable, except as
       expressly permitted herein; (B) extend the final scheduled
       maturity of any Loan or Note, or extend the expiration
       date of any Letter of Credit beyond the Revolving Loan
       Maturity Date or postpone or delay any date fixed for any
       payment of interest, fees or other amounts (other than any
       mandatory prepayment of the Loans required by subsections
       2.7(a) - (e) or any Amortization Payment except the final
       Amortization Payment of any Term Loan Facility) due to the
       Lenders (or any of them) under any Credit Document;
       (C) reduce the principal of, or the rate of interest
       specified herein (other than as a result of waiving the
       applicability of any post-default increase in interest
       rates) on, any Loan or (subject to clause (v)(5) below)
       any fees or other amounts payable under any Credit
       Document; (D) reduce the percentage set forth in the
       definition of the term "Required Lenders" (it being
       understood that additional extensions of credit pursuant
       to this Agreement consented to by the Required Lenders may
       be included in the determination of any such definition
       without notice or consent of any other Lender or Co-Agent
       on substantially the same basis as the Commitments (and
       related extensions of credit) are included on the Closing
       Date) or make any change to Clause Third of Article XII of
       the Domestic Guarantee and Security Agreement; (E) release
       all or substantially all of the Collateral or permit the
       Companies to release all or substantially all of the
       Intercompany Collateral (except as expressly permitted by
       the Credit Documents or the Intercompany Loan Documents,
       as the case may be); (F) amend this Section 11.1, Section
       2.15, Article IV, or Section 11.4 or any provision herein
       or under any Credit Document providing for consent or
       other action by all Lenders (except for technical amend-
       ments with respect to additional extensions of credit
       pursuant to this Agreement which afford the protections to
       such additional extensions of credit of the type provided
       to each Facility); (G) release any Guarantor from its
       obligations under its Guarantee or permit the Companies to
       allow any Foreign Subsidiary to be released from its
       Foreign Guarantee or Foreign Security Agreement or
       Intercompany Guarantee or Intercompany Security Agreement
       (except upon a permitted sale of such Subsidiary or as re-
       quired by applicable law based on an opinion of counsel
       delivered to the Paying Agent by counsel of competent
       standing); or (H) consent to the assignment or transfer by
       any Loan Party of its rights and obligations under any
       Credit Document or the making of any assignment of Loans
       or other Obligations or participation therein to any Loan
       Party or any Affiliate thereof;

(ii)   no such waiver, amendment or consent shall
       increase the Commitments of any Lender over the amount
       thereof then in effect without the consent of such Lender
       (it being understood that amendments, modifications or
       waivers of conditions precedent, covenants, Events of
       Default or Unmatured Events of Default shall not
       constitute an increase of the Commitment of any Lender);

(iii)  no consent of any Lender need be obtained, and
       the Paying Agent (or the Company being the applicable
       secured party with respect to Intercompany Security
       Documents) is hereby authorized, to release any Lien
       securing the Obligations (or the Intercompany Loans) on
       property or asset which is the subject of any disposition
       permitted by this Agreement and the other Credit Documents
       and the Lien of the Intercompany Security Document as
       permitted with respect to any such disposition;

(iv)   no reduction of the percentage specified in the
       definition of "Required Revolving Lenders" shall be made
       without the consent of each Revolving Lender (it being
       understood that additional extensions of credit pursuant
       to this Agreement consented to by the Required Lenders may
       be included in such definition without notice to or
       consent of any other Lender or Co-Agent on substantially
       the same terms as the Commitments (and related extensions
       of credit) are included on the Closing Date); and

(v)    no reduction of the percentage specified in the
       definition of "Required Lenders of the Affected Tranche"
       or "Supermajority Lenders of the Affected Tranche" shall
       be made without the consent of each Lender having a Term
       Loan Commitment or Term Loan (it being understood that
       additional extensions of credit pursuant to this Agreement
       consented to by the Required Lenders may be included in
       such definition without notice to or consent of any other
       Lender or Co-Agent on substantially the same terms as the
       Commitments (and related extensions of credit) all
       included on the Closing Date); provided, further, however,
       that (1) no amendment, waiver or consent shall, unless in
       writing and signed by the L/C Lender in addition to the
       Required Lenders or all Lenders, as the case may be,
       affect the rights or duties of the L/C Lender under this
       Agreement or any L/C-Related Document, (2) no amendment,
       waiver or consent shall, unless in writing signed by the
       Swing Line Lender in addition to the Required Lenders or
       all Lenders, as the case may be, affect the rights or
       duties of the Swing Line Lender under any Credit Document,
       (3) no amendment, waiver or consent shall, unless in
       writing and signed by the Paying Agent in addition to the
       Required Lenders or all Lenders, as the case may be,
       affect the rights or duties of the Paying Agent under any
       Credit Document, (4) no amendment, waiver or consent (in-
       cluding any of the foregoing with respect to any
       representation, warranty, covenant, default or other
       matter which is otherwise effective for purposes of this
       Agreement) shall, unless in writing and signed by the
       Required Revolving Lenders, be effective for determining
       whether the conditions precedent to any Credit Extension
       under the Revolving Facility have been satisfied, (5) the
       Fee Letter may be amended, or rights or privileges
       thereunder waived, in accordance with their respective
       terms, (6) no amendment, waiver or consent shall, unless
       in writing signed by the Required Lenders of the Affected
       Tranche (with respect to subclause (x) of this subsection
       11.1(a)(v)(6)), or the Supermajority Lenders of the
       Affected Tranche (with respect to subclause (y) of this
       subsection 11.1(a)(v)(6)), (x) change the application of
       prepayments as set forth in subsection 2.7(f) as between
       the Term Loan Facilities or provide for the application of
       mandatory prepayments required by subsections 2.7(a)-(e)
       first to Revolving Loans or change the order in which such
       prepayments are applied to Amortization Payments with re-
       spect to any such Facility or make any change to the
       penultimate sentence of subsection 2.7(f) or the last
       sentence of subsection 2.7(g) (although any required
       prepay ment under Section 2.7 may be waived or amended, in
       whole or in part, by the Required Lenders so long as the
       application of any such prepayment which is still made is
       not altered) or (y) extend the time for any scheduled
       Amortization Payments or reduce the principal amount of
       any scheduled Amortization Payment, and (7) no amendment,
       waiver or consent, unless in writing signed by the Lenders
       holding not less than 75% of the sum of the then aggregate
       unused amounts of the Commitments plus the then aggregate
       unpaid Dollar Equivalent principal amount of the Loans
       plus (without duplication) the then aggregate Effective
       Amount of the L/C Obligations shall make any change to
       Section 7.24 or the definition of "Rating Date"; provided,
       further, still, however, that no amendment, waiver or
       consent shall, unless in writing signed by the Required
       Lenders, amend, waive or consent to the departure from any
       required prepayment under Section 2.7.  In the case of any
       waiver effected in accordance with this Section 11.1, the
       Loan Parties, the Lenders and the Co-Agents shall be
       restored to their former position and rights under each
       Credit Document, and any Event of Default or Unmatured
       Event of Default waived shall be deemed to be cured and
       not continuing; but no such waiver shall extend to any
       subsequent or other Event of Default or Unmatured Event of
       Default, or impair any right consequent thereon.  Any
       amendment, waiver or consent effected in accordance with
       this Section 11.1 shall be binding upon each holder of the
       Notes at the time outstanding, each future holder of the
       Notes and, if signed by the Borrowers, on the Borrowers
       and the other Loan Parties.

(b)    If, in connection with any proposed change,
waiver, discharge or termination to any of the provisions of
this Agreement as contemplated by clauses (i), (iv) or (v),
inclusive, of the first proviso to subsection 11.1(a), the
consent of the Required Lenders is obtained but the consent of
one or more of such other Lenders whose consent is required is
not obtained, then U.S. Borrower shall have the right, so long
as all non-consenting Lenders whose individual consent is
required are treated as described in either clause (A) or (B)
below, to either (A) replace each such non-consenting Lender or
Lenders (or, at the option of U.S. Borrower if the respective
Lender's consent is required with respect to less than all
Facilities (or related Commitments), to replace only the
respective Facilities and/or Loans of the respective non-
consenting Lender which gave rise to the need to obtain such
Lender's individual consent) with one or more Replacement
Lenders pursuant to Section 4.8 so long as at the time of such
replacement, each such Replacement Lender consents to the
proposed change, waiver, discharge or termination or (B)
terminate such non-consenting Lender's Commitments (if such
Lender's consent is required as a result of its respective
Commitment) and/or repay each Facility of outstanding Loans of
such Lender which gave rise to the need to obtain such Lender's
consent and/or cash collateralize its applicable pro rata share
of the Effective Amount of L/C Obligation, in accordance with
this Agreement; provided that, unless the Commitments which are
terminated and Loans which are repaid pursuant to preceding
clause B are immediately replaced in full at such time through
the addition of new Lenders or the increase of the Commitments
and/or outstanding Loans of existing Lenders (who in each case
must specifically consent thereto), then in the case of any
action pursuant to preceding clause B the Required Lenders
(determined after giving effect to the proposed action) shall
specifically consent thereto; provided, further, that U.S.
Borrower shall not have the right to replace a Lender,
terminate its Commitments or repay its Loans solely as a result
of the exercise of such Lender's rights (and the withholding of
any required consent by such Lender) pursuant to this proviso.

11.2.   Notices.  (a)  Except as otherwise
expressly provided herein, all notices, requests and other
communications hereunder and under the Security Documents
(including any modifications of, or waivers, requests or
consents under, this Agreement) shall be in writing (including,
unless the context expressly otherwise provides, by facsimile
transmission; provided, however, that any matter transmitted by
any Loan Party (x) to any Co-Agent, the L/C Lender or the Swing
Line Lender by facsimile shall be immediately confirmed by a
telephone call to the recipient at the number specified on
Schedule 11.2 and (y) to any Lender by facsimile shall be imme-
diately confirmed by a telephone call to the recipient at the
number specified on Schedule 11.2 or by overnight mail to the
recipient at the address specified on Schedule 11.2) and
mailed, faxed or delivered to the applicable party at the
address or facsimile number specified for notices on Schedule
11.2 (which such facsimile notices shall be confirmed by
overnight mail); or, as directed to any Loan Party or any Co-
Agent, the L/C Lender or the Swing Line Lender, to such other
address as shall be designated by such party in a written
notice to the other parties, and as directed to any other
party, at such other address as shall be designated by such
party in a written notice to the Loan Parties and the Co-
Agents, the L/C Lender and the Swing Line Lender.

(b)    All such notices, requests and communications
shall be effective, (i) if transmitted by overnight delivery or
faxed, when delivered or transmitted in legible form by
overnight delivery or facsimile machine, respectively, (ii) if
mailed, upon receipt or (iii) if delivered, upon delivery;
except that notices pursuant to Article II, III or X to a Co-
Agent shall not be effective until actually received by such
Co-Agent, and notices pursuant to Article III to the L/C Lender
shall not be effective until actually received by the L/C
Lender.

(c)     Any agreement of any Co-Agent and the Lenders
herein to receive certain notices by telephone or facsimile is
solely for the convenience and at the request of the Loan
Parties.  The Co-Agents and the Lenders shall be entitled to
rely on the authority of any Person purporting to be a Person
authorized by a Loan Party to give such notice, and neither any
Co-Agent nor any Lender shall have any liability to any Loan
Party or any other Person on account of any action taken or not
taken by a Co-Agent or any Lender in reliance upon such
telephonic or facsimile notice.  The obligation of the
Borrowers to repay the Loans and L/C Obligations shall not be
affected in any way or to any extent by any failure by any Co-
Agent or any Lender to receive written confirmation of any
telephonic or facsimile notice or the receipt by any Co-Agent
or any Lender of a confirmation which is at variance with the
terms understood by such Co-Agent or such Lender to be
contained in the telephonic or facsimile notice.

11.3.   No Waiver; Cumulative Remedies.  No failure
to exercise and no delay in exercising, on the part of any Co-
Agent or any Lender, any right, remedy, power or privilege
hereunder or under any other Credit Document, and no course of
dealing between any Loan Party and any Co-Agent or Lenders
shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege
hereunder or under any other Credit Document preclude any other
or further exercise thereof or the exercise of any other right,
remedy, power or privilege hereunder or under such other Credit
Document.  The rights and remedies expressly provided herein
are cumulative and not exclusive of any rights or remedies
provided by law.  No notice to or demand upon any Loan Party in
any case shall entitle any Loan Party to any other or further
notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Co-Agents or the
Lenders to any other or further action in any circumstance
without notice or demand.

11.4.   Expenses, Indemnity, etc.  Each Borrower
agrees:  (a) to jointly and severally pay or reimburse the Co-
Agents for all of their reasonable out-of-pocket costs and
expenses (including the reasonable fees and expenses of Cahill
Gordon & Reindel and of all local domestic and foreign counsel)
in connection with (i) the negotiation, preparation, execution
and delivery of this Agreement and the other Credit Documents
and Security Documents and the extensions of credit hereunder,
the negotiation, preparation, execution and delivery of the
Intercompany Loan Documents, the administration of the
transactions contemplated hereby (including the monitoring of
the Collateral) and the Lead Arranger's syndication efforts
(including the Co-Agents' due diligence investigation expenses)
with respect to this Agreement, the Transactions and the
extensions of credit hereunder and (ii) the negotiation or
preparation of any modification, supplement or waiver of any of
the terms of this Agreement or any of the other Credit
Documents or the Intercompany Loan Documents (whether or not
consummated or effective) (including, without limitation, in
connection with the Borrowers' complying with Section 7.22);
(b) to jointly and severally pay or reimburse each Lender and
each Co-Agent for its proportionate share of all reasonable
out-of-pocket costs and expenses of the Lenders and each Co-
Agent (including Attorney Costs of each Co-Agent and the
Lenders) in connection with (i) protection of the Lenders'
rights following any Event of Default and any enforcement or
collection proceedings resulting therefrom, including all
manner of participation in or other involvement with
(x) bankruptcy, insolvency, receivership, foreclosure, winding
up, dissolution or liquidation proceedings, (y) judicial or
regulatory proceedings, and (z) workout, restructuring or other
negotiations or proceedings (whether or not the workout,
restructuring or transaction contemplated thereby is consum-
mated), and (ii) the enforcement of this Section 11.4; and
(c) to jointly and severally pay or reimburse each Lender and
each Agent for its proportionate share of all transfer, stamp,
documentary or other similar taxes, assessments or charges
levied by any governmental or revenue authority in respect of
this Agreement or any of the other Credit Documents or the
Intercompany Loan Documents or any other document referred to
herein or therein and all costs, expenses, taxes, assessments
and other charges (including title insurance and Attorney
Costs) incurred in connection with any filing, registration,
recording or perfection of any security interest contemplated
by any Credit Document or any other document referred to
therein.

Subject to the limitations under Article IV, each
Borrower agrees, whether or not the transactions contemplated
hereby are consummated, to jointly and severally indemnify each
Lender, each Co-Agent and each of their respective directors,
officers, employees, attorneys, trustees and agents (each, an
"Indemnified Person") from, and hold each of them harmless
against, its proportionate share of any and all Losses incurred
by any of them in connection with any Proceeding (whether or
not any Co-Agent or any Lender is a party thereto and whether
or not brought by or on behalf of any Company or any other
Person) arising out of or by reason of relating to any of the
Credit Documents, the extensions of credit hereunder or any
actual or proposed use by any Company of the proceeds of any of
the extensions of credit hereunder or the use of any collateral
security for the Loans (including the exercise by any Co-Agent
or any Lender of the rights and remedies or any power of
attorney with respect thereto and any action or inaction in
respect thereof), but excluding any such Losses to the extent
determined by a court of competent jurisdiction to have arisen
from the gross negligence, bad faith or willful misconduct of
the Indemnified Person.  Without limiting the generality of the
foregoing, each Borrower jointly and severally agrees to
(x) indemnify each Co-Agent for any payments that any Co-Agent
is required to make under any indemnity issued to any Lender
referred to in any Security Document, and (y) indemnify each
Lender and each other Indemnified Person from, and hold each
Lender and each other Indemnified Person harmless against, any
Losses described in the preceding sentence (net of insurance
proceeds actually received but excluding, as provided in the
preceding sentence, any Loss to the extent determined by a
court of competent jurisdiction to have arisen from the gross
negligence, bad faith or willful misconduct of such Indemnified
Person) arising under any Environmental Law based on or arising
out of (A) the past, present or future operations of any Com-
pany (or any predecessor in interest to any Company), (B) the
past, present or future condition of any facility or property
owned, operated or leased at any time by any Company (or any of
their respective predecessors in interest), or (C) any Release
or threatened Release of any Hazardous Materials at, on, under
or from any such facility or property, including, without
limitation, any such Release or threatened Release that shall
occur during any period when any Lender or other Indemnified
Person shall be in possession of any such facility or property
following the exercise by such Lender or other Indemnified
Person of any of its rights and remedies hereunder or under any
of the Security Documents, and the alleged disposal or alleged
arranging for disposal or treatment or transport for disposal
or treatment of any Hazardous Materials by any Company (or any
of their respective predecessors in interest) at any third-
party site.

To the extent that the undertaking to indemnify and
hold harmless set forth in this Section 11.4 is unenforceable
because it is violative of any law or public policy or
otherwise, each Loan Party shall contribute the maximum portion
that each of them is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all
indemnified liabilities incurred by any of the Persons
indemnified hereunder.

Each Borrower also agrees that no Indemnified Person
shall have any liability (whether direct or indirect, in
contract or tort or otherwise) for any Losses to any Loan Party
or any Loan Party's security holders or creditors resulting
from, arising out of, in any way related to or by reason of,
any matter referred to in the second paragraph of this
Section 11.4, except to the extent that any Loss is determined
by a court of competent jurisdiction to have arisen solely from
the gross negligence, bad faith or willful misconduct of such
Indemnified Person.

In the event that any Indemnified Person is requested
or required to appear as a witness in any Proceeding brought by
or on behalf of or against any Loan Party or any Affiliate of
any Loan Party in which such Indemnified Person is not named as
a defendant, each Borrower agrees to jointly and severally
reimburse each Indemnified Person for all reasonable out-of-
pocket expenses and all reasonable allocable costs of in-house
legal counsel incurred by each Indemnified Person in connection
with such Indemnified Person's appearing and preparing to
appear as such a witness, including the reasonable fees and
disbursements of one common counsel for all Indemnified Per-
sons.

Each Borrower agrees that, without the prior written
consent of the Paying Agent, the Lead Arranger and the Required
Lenders, which consent shall not be unreasonably withheld or
delayed, no Loan Party will settle, compromise or consent to
the entry of any judgment in any pending or threatened
Proceeding in respect of which indemnification could be sought
under the indemnification provisions of this Section 11.4
(whether or not any Indemnified Person is an actual or
potential party to such Proceeding), unless such settlement,
compromise or consent includes an unconditional written release
reasonably satisfactory to the Paying Agent, the Lead Arranger
and the Required Lenders of each Indemnified Person from all
liability arising out of such Proceeding and does not include
any statement as to an admission of fault, culpability or
failure to act by or on behalf of any Indemnified Person and
does not involve any payment of money or other value by any
Indemnified Person or any injunctive relief or factual findings
or stipulations binding on any Indemnified Person.  No
Indemnified Person shall settle, compromise or consent to the
entry of any judgment in any pending or threatened Proceeding
without the prior written consent of the Borrowers, which
consent shall not be unreasonably withheld or delayed.

11.5.   Payments Pro Rata.  Subject to Section
2.15, the Paying Agent agrees that promptly after its receipt
of each payment from or on behalf of any Loan Party in respect
of any Obligations of such Loan Party, it shall distribute such
payment to the Lenders based upon their respective Pro Rata
Shares, if any, of the Obligations with respect to which such
payment was received.

11.6.   Payments Set Aside.  To the extent that a
Loan Party makes a payment to the Paying Agent or any Lender,
or the Paying Agent or any Lender exercises its right of set-
off, and such payment or the proceeds of such set-off or any
part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Paying Agent or
such Lender in its discretion) to be repaid to a trustee,
receiver, receiver manager or any other party, in connection
with any Insolvency Proceeding or otherwise, then (a) to the
extent of such recovery the obligation or part thereof
originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not
been made or such set-off had not occurred and (b) each Lender
severally agrees to pay to such Paying Agent upon demand its
pro rata share of any amount so recovered from or repaid by
such Paying Agent.

11.7.   Successors and Assigns.  The provisions of
this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and
assigns.

11.8.   Assignments and Participations, etc.
(a)  No Borrower may assign its rights or obligations hereunder
or under the Notes without the prior written consent of all of
the Lenders and the Co-Agents.

(b)     Any Lender may upon prior written consent of the
Lead Arranger, the Paying Agent and U.S. Borrower (and The Bank
of Nova Scotia in its capacity as the Swing Line Lender and The
Bank of Nova Scotia in its capacity as the L/C Lender in the
case of any assignment of Revolving Commitments) (which
consent, in each case, shall not be unreasonably withheld or
delayed), at any time assign and delegate to one or more
Eligible Assignees (each, an "Assignee") (provided that no
written consent of U.S. Borrower, the Lead Arranger, the Paying
Agent, the Swing Line Lender or the L/C Lender shall be
required in connection with any assignment and delegation by a
Lender to an Eligible Assignee that is an Affiliate of such
Lender or to another Lender or to an Approved Fund of any
Lender) (in which case, the Assignee and assignor Lenders shall
give notice of the assignment to the Lead Arranger and the
Paying Agent) all or any part of the Loans, the Commitments,
the L/C Obligations and the other rights and obligations of
such Lender hereunder, which assignment, other than to a Lender
or an Affiliate of a Lender or to an Approved Fund of any
Lender, shall be in a minimum (unless U.S. Borrower and the
Lead Arranger agree to a lesser amount) Dollar Equivalent
amount of U.S. $1,000,000 or, if less, the entire amount of all
Loans, the Commitments, L/C Obligations and other rights and
obligations of such Lender hereunder in any Facility; provided,
however, that (i) in no event may any such assignment be made
to any Company or any of its Affiliates; (ii) the Loan Parties
and the Co-Agents may continue to deal solely and directly with
such Lender in connection with the interest so assigned to an
Assignee until (x) written notice of such assignment, together
with payment instructions, addresses and related information
with respect to the Assignee, shall have been given to any Loan
Party and the Co-Agents by such Lender and the Assignee, and
(y) such Lender and its Assignee shall have delivered to the
Borrowers and the Paying Agent an Assignment and Acceptance in
the form of Exhibit G ("Assignment and Acceptance") together
with any Note or Notes subject to such assignment; (iii) no
such consent of U.S. Borrower or the Paying Agent need be
obtained if any Unmatured Event of Default or Event of Default
has occurred and is continuing; and (iv) no such consent of
U.S. Borrower or the Paying Agent need be obtained for any
assignment of a Term B Loan to an Eligible Assignee.  Notwith-
standing any other term of this subsection 11.8(b), the
agreement of the Swing Line Lender to provide the Swing Line
Commitment shall not impair or otherwise restrict in any manner
the ability of the Swing Line Lender to make any assignment of
its Loans or Commitments in accordance with the provisions of
this Section 11.8, it being understood and agreed that the
Swing Line Lender may terminate its Swing Line Commitment in
connection with the making of any assignment so long as the
Assignee assumes the Swing Line Commitment.  At the time of
each assignment pursuant to this subsection 11.8(b) to a Person
which is not already a Lender hereunder within the same
Facility, the Assignee shall provide to the Loan Parties and
the Co-Agents the appropriate forms and certificates described
in subsection 4.1(f) (except to the extent expressly provided
otherwise).  To the extent that an assignment of all or any
portion of a Lender's Commitments and related outstanding
Obligations pursuant to this subsection 11.8(b) would, at the
time of such assignment, result in increased costs payable to
such assignee Lender under Section 4.1, 4.3 or 4.4 from those
being charged by the respective assigning Lender prior to such
assignment, then no Borrower shall be obligated to pay such
increased costs (although the Borrowers shall be obligated to
pay any increased costs resulting from any Change in Law after
the date of the respective assignment).

(c)     From and after the date that the Lead Arranger
and the Paying Agent notify the assignor Lender that they have
received (and provided their consent and, to the extent
required, received the consents of U.S. Borrower, the Swing
Line Lender and the L/C Lender with respect to) an executed
Assignment and Acceptance and payment of the above-referenced
processing fee, (i) the Assignee thereunder shall be a party
hereto and, to the extent that rights hereunder have been
assigned to it and obligations hereunder have been assumed by
it pursuant to such Assignment and Acceptance, shall have the
rights and obligations of a Lender under the Credit Documents,
and (ii) the assignor Lender shall, to the extent that rights
and obligations hereunder and under the other Credit Documents
have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its
obligations under the Credit Documents.

(d)     Any Lender may at any time sell to one or more
commercial banks or other Persons that are not Affiliates of
any Borrower (a "Participant") participating interests in all
or any part of any Loan, the Commitment of such Lender and the
other interests of such Lender (the "originating Lender")
hereunder and under the other Credit Documents; provided,
however, that (i) the originating Lender's obligations under
this Agreement shall remain unchanged, (ii) the originating
Lender shall remain solely responsible for the performance of
such obligations, (iii) the Loan Parties, the Swing Line
Lender, the L/C Lender and the Co-Agents shall continue to deal
solely and directly with the originating Lender in connection
with the originating Lender's rights and obligations under this
Agreement and the other Credit Documents, and (iv) no Lender
shall transfer or grant any participating interest under which
the Participant has rights to approve any amendment to, or any
consent or waiver with respect to, this Agreement or any other
Credit Document, except to the extent such amendment, consent
or waiver would (1) extend the final scheduled maturity of any
Loan, Note or Letter of Credit (unless such Letter of Credit is
not extended beyond the Termination Date) in which such
Participant is participating, or reduce the rate or extend the
time of payment of interest or fees thereon (except in
connection with a waiver of applicability of any post-default
increase in interest rates) or reduce the principal amount
thereof, or increase the amount of the Participant's
participation over the amount thereof then in effect (it being
understood that a waiver of any condition, covenant, violation,
Event of Default or Unmatured Event of Default shall not
constitute a change in the terms of such participation, and
that an increase in any Revolving Commitment or Revolving Loan
shall be permitted without the consent of any Participant if
the Participant's participation is not increased as a result
thereof), (2) consent to the assignment or transfer by any Loan
Party of any of its rights and obligations under this Agreement
or (3) release all or substantially all of the Collateral under
all of the Security Documents (except as expressly provided in
the Credit Documents) supporting the Loans hereunder in which
such Participant is participating.  In the case of any such
participation, the Participant shall be entitled to the benefit
of Sections 2.15, 4.1, 4.3, 4.4, 4.6 and 11.4 as though it were
also a Lender hereunder (provided that no Loan Party shall be
obligated to pay any amount under Section 4.1, 4.3, 4.4 or 4.6
to any Participant which is greater than a Loan Party would
have been required to pay to the originating Lender at the time
such participation was sold (although the Loan Parties shall be
obligated to pay any other increased amounts under the
foregoing sections that result from any Change in Law after the
date on which the participation was sold)), and if amounts
outstanding under this Agreement are due and unpaid, or shall
have been declared or shall have become due and payable upon
the occurrence of an Event of Default, the Participant shall be
deemed to have the right of set-off in respect of its
participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement.

(e)     Notwithstanding any other provision in this
Agreement, any Lender may at any time create a security
interest in, or pledge, all or any portion of its rights under
and interest in this Agreement and any Note held by it in favor
of any U.S. Federal Reserve Bank in accordance with Regulation
A and any Operating Circular issued by such U.S. Federal
Reserve Bank.  In addition, any Lender that is a fund that
invests in loans may at any time create a security interest in,
or pledge, all or any portion of its rights under and interest
in this Agreement and any Note held by it in favor of any
trustee or holders of obligations owed, or securities issued
by, such funds as security for such obligations or securities
or to any other representative of such holders.  No such
assignment shall release the assigning Lender from its ob-
ligations hereunder.

(f)     Each Borrower shall and shall cause each of its
Subsidiaries to assist any Lender in effectuating any
assignment or participation pursuant to this subsection 11.8(f)
(including during syndication) in whatever manner such Lender
reasonably deems necessary, including the participation in
meetings with prospective Assignees.

11.9.   Confidentiality.  (a)  Each of the Lenders
agrees that it will use its reasonable efforts not to disclose
without the prior consent of U.S. Borrower (other than to its
employees, auditors, counsel or other professional advisors, to
Affiliates or to another Lender if the Lender or such Lender's
holding or parent company in its sole discretion determines
that any such party should have access to such information) any
information with respect to any Company which is furnished
pursuant to this Agreement or any other Credit Document; pro-
vided, however, that any Lender may disclose any such
information (i) as has become generally available to the
public, (ii) as may be required or appropriate in any report,
statement or testimony submitted to any municipal, state,
provincial or U.S. Federal or foreign regulatory body having or
claiming to have jurisdiction over such Lender or to the U.S.
Federal Reserve Board or the U.S. Federal Deposit Insurance
Corporation or the NAIC or similar organizations (whether in
the United States or elsewhere) or their successors, (iii) as
may be required or appropriate in response to any summons or
subpoena or in connection with any litigation (provided that,
where practicable (unless prohibited by law), U.S. Borrower
shall be afforded prior notice thereof and a reasonable op-
portunity to contest such summons or subpoena; it being
understood, however, that the Co-Agents and Lenders shall be
permitted in any event to comply with such summons or
subpoena), (iv) to comply with any law, order, regulation or
ruling applicable to such Lender, (v) to any prospective
transferee in connection with any contemplated transfer of any
of the Notes or any interest therein by such Lender; provided,
however, that the transferring Lender shall use reasonable
efforts to cause such prospective transferee (unless it is a
Lender) to execute an agreement with such Lender containing
provisions substantially identical to those contained in this
Section 11.9, and (vi) to any direct or indirect contractual
counterparties in swap agreements or such contractual
counterparties' professional advisors, provided that such
contractual counterparty or professional advisor to such
contractual counterparty agrees in writing to keep such
information confidential to the same extent required of the
Lenders hereunder.

(b)     Each Borrower hereby acknowledges and agrees
that each Lender may share with any of its Affiliates or
investment advisor any information related to any Company
(including, without limitation, any nonpublic customer
information regarding the creditworthiness of any Loan Party
and its Subsidiaries, provided that such Persons shall be
subject to the provisions of this Section 11.9 to the same
extent as such Lender).

(c)     Notwithstanding anything herein to the contrary,
each Borrower hereby acknowledges and agrees that each Lender
may share any information with respect to any Company furnished
pursuant to this Agreement to any Person which shares or bears,
whether directly or indirectly, such Lender's economic benefits
or burdens hereunder; provided, however, that such Person shall
be subject to the provisions of this Section 11.9 to the same
extent as such Lender.

11.10.  Set-off.  In addition to any right or
remedy of the Lenders now or hereafter provided by law, and not
by way of limitation of any such right or remedy, during the
continuance of an Event of Default such Lender is authorized at
any time and from time to time, without prior notice to any
Loan Party, any such notice being waived by the Borrowers on
their own behalf and on behalf of their Subsidiaries to the
fullest extent permitted by law, to set off and to appropriate
and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held by, and other
Indebtedness at any time owing by, such Lender (including by
branches and agencies of such Lender wherever located) to or
for the credit or the account of the Applicable Borrower
against such amount, irrespective of whether or not any Co-
Agent or such Lender shall have made demand under this
Agreement or any Credit Document, including all interests in
Obligations of such Borrower purchased by such Lender pursuant
to Section 2.19 and all other claims of any nature or
description arising out of or connected with any Credit
Document, irrespective of whether or not such Lender shall have
made any demand hereunder and although said Obligations,
liabilities or claims, or any of them, shall be contingent or
unmatured.  Each Lender agrees promptly to notify the
Applicable Borrower and the Co-Agents after any such set-off
and application made by such Lender; provided, however, that
the failure to give such notice shall not affect the validity
of such set-off and application.

11.11.  Notification of Addresses, Lending Offices,
etc.  Each Lender shall notify the Co-Agents in writing of any
change in the address to which notices to such Lender should be
directed, of addresses of any Lending Office, of payment
instructions in respect of all payments to be made to it
hereunder and of such other administrative information as any
Co-Agent shall reasonably request.

11.12.  Counterparts.  This Agreement may be
executed in any number of separate counterparts, each of which,
when so executed, shall be deemed an original, and all of which
taken together shall be deemed to constitute but one and the
same instrument.  Any of the parties hereto may execute this
Agreement by signing any such counterpart.

11.13.  Severability; Modification To Conform to
Law.  It is the intention of the parties that this Agreement be
enforceable to the fullest extent permissible under applicable
law, but that the unenforceability (or modification to conform
to such law) of any provision or provisions hereof shall not
render unenforceable, or impair, the remainder hereof.  If any
provision of this Agreement shall be held invalid or
unenforceable in whole or in part in any jurisdiction, this
Agreement shall, as to such jurisdiction, be deemed amended to
modify or delete, as necessary, the offending provision or
provisions and to alter the bounds thereof in order to render
it or them valid and enforceable to the maximum extent
permitted by applicable law, without in any manner affecting
the validity or enforceability of such provision or provisions
in any other jurisdiction or the remaining provisions hereof in
any jurisdiction.

11.14.  No Third Parties Benefitted.  This
Agreement is made and entered into for the sole protection and
legal benefit of the Loan Parties, the Lenders, the Co-Agents
and the Affiliates of the Co-Agents, and their permitted
successors and assigns, and no other Person shall be a direct
or indirect legal beneficiary of, or have any direct or
indirect cause of action or claim in connection with, this
Agreement or any other Credit Document.

11.15.  Governing Law; Submission to Jurisdiction;
Venue.  (a)  THIS AGREEMENT AND ANY NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.  Any legal action or
proceeding with respect to this Agreement or any other Credit
Document may be brought in the courts of the State of New York
in the County of New York (Manhattan) or of the United States
for the Southern District of New York and, by execution and de-
livery of this Agreement, each of U.S. Borrower and Subsidiary
Borrower hereby irrevocably accepts for itself and in respect
of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts.  Each of U.S. Borrower
and Subsidiary Borrower hereby further irrevocably waives any
claim that any such courts lack jurisdiction over such party,
and agrees not to plead or claim, in any legal action or
proceeding with respect to this Agreement or any other Credit
Document brought in any of the aforesaid courts, that any such
court lacks jurisdiction over such party.  Each of U.S.
Borrower and Subsidiary Borrower irrevocably consents to the
service of process in any such action or proceeding by the
mailing of copies thereof by registered or certified mail,
postage prepaid, to such party, at its address for notices
pursuant to Section 11.2, such service to become effective 30
days after such mailing.  Each of U.S. Borrower and Subsidiary
Borrower hereby irrevocably waives any objection to such
service of process and further irrevocably agrees not to plead
or claim in any action or proceeding commenced hereunder or
under any other Credit Document that service of process was in
any way invalid or in effective.  Nothing herein shall affect
the right of any Co-Agent, any Lender or the holder of any Note
to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against any
Loan Party in any other jurisdiction.

(b)     Each of U.S. Borrower and Subsidiary Borrower on
its own behalf and each Borrower on behalf of each other Loan
Party hereby irrevocably waives any objection which it may now
or hereafter have to the laying of venue of any of the
aforesaid proceedings arising out of or in connection with this
Agreement or any other Credit Document brought in the courts
referred to in clause (a) above and hereby further irrevocably
waives and agrees not to plead or claim in any such court that
any such proceeding brought in any such court has been brought
in an inconvenient forum.

11.16.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES
TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A
TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR ANY
OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  IN THE
EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

11.17.  Judgment.  If, for the purpose of obtaining
judgment in any court, it is necessary to convert a sum due
hereunder or any other Credit Document in one currency into
another currency, the rate of exchange used shall be that at
which in accordance with normal banking procedures the Paying
Agent could purchase the first currency with such other
currency on the Business Day preceding that on which final
judgment is given.  The obligation of each of U.S. Borrower and
Subsidiary Borrower in respect of any such sum due from it to
any Co-Agent or Lender hereunder or under any other Credit
Document shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than that in which such sum is
denominated in accordance with the applicable provisions of
this Agreement (the "Agreement Currency"), be discharged only
to the extent that on the Business Day following receipt by the
applicable Co-Agent or Lender of any sum adjudged to be so due
in the Judgment Currency, such Person may in accordance with
normal banking procedures purchase the Agreement Currency with
the Judgment Currency.  If the amount of the Agreement Currency
so purchased is less than the sum originally due to the
applicable Co-Agent in the Agreement Currency, each Borrower
agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify such Person to whom such obligation was
owing against such loss.  If the amount of the Agreement
Currency so purchased is greater than the sum originally due to
the applicable Co-Agent or Lender in such currency, such Person
agrees to return the amount of any excess to the applicable
Loan Party (or to any other Person who may be entitled thereto
under applicable law).

11.18.  Survival.  The obligations of the Borrowers
under Article IV and Sections 11.4, 11.15 and 11.16 shall
survive the repayment of the Loans and other Obligations and
the termination of the Commitments and, in the case of any
Lender that may assign any interest in its Commitments, Loans
or Letter of Credit interest hereunder, shall survive the
making of such assignment, notwithstanding that such assigning
Lender may cease to be a "Lender" hereunder.

                       [Signature Pages Follow]

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

                           GREIF BROS. CORPORATION, as U.S. Borrower

                           By:  /s/ Michael J. Barilla
                           Name:  Michael J. Barilla
                           Title: Vice President and
                           Assistant Secretary

                           GREIF SPAIN HOLDINGS, S.L., as Subsidiary Borrower
                           By:  /s/ Michael J. Barilla
                           Name:  Michael J. Barilla
                           Title:

                           MERRILL LYNCH & CO., MERRILL LYNCH,
                           PIERCE, FENNER & SMITH INCORPORATED,
                           as Sole Lead Arranger, Sole Book-Runner and
                           Administrative Agent

                           By:  /s/ Christopher K. Stout
                           Name: Christopher K. Stout
                           Title: Director

                           THE BANK OF NOVA SCOTIA, as Paying Agent

                           By:  /s/ F.C.H. Ashby
                           Name: F.C.H. Ashby
                           Title:

                           Address for Notices:

                           600 Peachtree Street
                           Suite 2700
                           Atlanta, Georgia  30308

                           Attention: Robert M. Ivy

                           Telecopier No.: [              ]
                           Telephone No.:  (404) 877-1595

                           KEYBANK NATIONAL ASSOCIATION, as Syndication Agent

                           By:  /s/ Brendan A. Lawlor
                           Name: Brendan A. Lawlor
                           Title: Vice President

                           Address for Notices:

                           127 Public Square
                           Cleveland, Ohio  4414

                           Attention: Brendan A. Lawlor

                           Telecopier No.: (216) 689-4981
                           Telephone No.:  (216) 689-5642

                           ABN AMRO BANK N.V., as Co-Documentation Agent

                           By:  /s/ Laurie C. Tuzo
                           Name: Laure C. Tuzo
                           Title: Senior Vice President

                           By:  /s/ C. David Allman
                           Name: C. David Allman
                           Title: Assistant Vice President

                           Address for Notices:

                           ABN AMRO Bank N.V.
                           208 South LaSalle Street, Suite 1500
                           Chicago, Illinois  60604-1003

                           Attention: Loan Administration

                           Telecopier No.: (312) 992-5152
                           Telephone No.:  (312) 992-5157

                           NATIONAL CITY BANK, as Co-Documentation Agent

                           By:  /s/ Patrick M. Pastore
                           Name: Patrick M. Pastore
                           Title: Vice President

                           Address for Notices:

                           National City Bank
                           1900 East Ninth Street
                           Loc. 01-2083
                           Cleveland, Ohio  44114-3483

                           Attention: Patrick M. Pastore
                                      Vice President

                           Telecopier No.: 216-575-9396
                           Telephone No.:  216-222-9020