EXHIBIT 10.3


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                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT,

                               December 22, 2004,
                                      among

                       ASSOCIATED MATERIALS INCORPORATED,
                    as the U.S. Borrower and as a Guarantor,

                        GENTEK BUILDING PRODUCTS LIMITED,
                            as the Canadian Borrower,

                               AMH HOLDINGS, INC.
                                       and
                       ASSOCIATED MATERIALS HOLDINGS INC.,
                              each as a Guarantor,

                VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS
                        FROM TIME TO TIME PARTIES HERETO,
                                 as the Lenders,

                            UBS AG, STAMFORD BRANCH,
                        as the U.S. Administrative Agent,

                       CANADIAN IMPERIAL BANK OF COMMERCE,
                      as the Canadian Administrative Agent,

                         CITIGROUP GLOBAL MARKETS INC.,
                            as the Syndication Agent,

                                       and
                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                       and
                               NATIONAL CITY BANK
                         as the Co-Documentation Agents

                               UBS SECURITIES LLC

                                       and

                         CITIGROUP GLOBAL MARKETS INC.,
                           as the Joint Lead Arrangers

                           Cahill Gordon & Reindel LLP
                                 80 Pine Street
                            New York, New York 10005



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                                TABLE OF CONTENTS

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                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1.        Defined Terms..............................................4
SECTION 1.2.        Use of Defined Terms......................................49
SECTION 1.3.        Cross-References..........................................49
SECTION 1.4.        Accounting and Financial Determinations...................49

                                   ARTICLE II
                       COMMITMENTS, BORROWING AND ISSUANCE
                     PROCEDURES, NOTES AND LETTERS OF CREDIT

SECTION 2.1.        Commitments...............................................50
SECTION 2.1.1.      Revolving Loan Commitments and Swing Line Loan
                      Commitments.............................................50
SECTION 2.1.2.      Letter of Credit Commitments..............................51
SECTION 2.1.3.      Term Loan Commitments.....................................53
SECTION 2.2.        Reduction of the Commitment Amounts.......................53
SECTION 2.3.        Borrowing Procedures......................................54
SECTION 2.3.1.      Borrowing Procedures......................................54
SECTION 2.3.2.      Swing Line Loan Borrowing Procedures......................54
SECTION 2.4.        Continuation and Conversion Elections.....................55
SECTION 2.4.1.      Converting Canadian Prime Rate Loans to, or Continuing
                      Canadian BAs as, Canadian BAs...........................56
SECTION 2.4.2.      Converting Canadian BAs to Canadian Prime Rate Loans......56
SECTION 2.5.        Funding...................................................56
SECTION 2.6.        Letter of Credit Issuance Procedures......................57
SECTION 2.6.1.      Other Lenders' Participation..............................57
SECTION 2.6.2.      Disbursements.............................................58
SECTION 2.6.3.      Reimbursement.............................................58
SECTION 2.6.4.      Deemed Disbursements......................................59
SECTION 2.6.5.      Nature of Reimbursement Obligations.......................59
SECTION 2.6.6.      Deemed Issuance of Existing Letters of Credit.............60
SECTION 2.7.        U.S. Register; U.S. Notes.................................60
SECTION 2.8.        Canadian Registers; Canadian Notes........................61
SECTION 2.9.        Canadian BAs..............................................63
SECTION 2.9.1.      Funding of Canadian BAs...................................63
SECTION 2.9.2.      Execution of Canadian BAs.................................63
SECTION 2.9.3.      Special Provisions Relating to Acceptance Notes...........64

                                   ARTICLE III
                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1.        Repayments and Prepayments; Application...................64

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SECTION 3.1.1.      Repayments and Prepayments................................64
SECTION 3.1.2.      Application...............................................68
SECTION 3.2.        Interest Provisions.......................................68
SECTION 3.2.1.      Rates.....................................................68
SECTION 3.2.2.      Post-Maturity Rates.......................................69
SECTION 3.2.3.      Payment Dates.............................................69
SECTION 3.2.4.      Interest Act Provision....................................69
SECTION 3.3.        Fees......................................................70
SECTION 3.3.1.      Commitment Fee............................................70
SECTION 3.3.2.      Agents' Fee...............................................70
SECTION 3.3.3.      Letter of Credit Fees.....................................70

                                   ARTICLE IV
              CERTAIN EURODOLLAR, CANADIAN BA AND OTHER PROVISIONS

SECTION 4.1.        Eurodollar Lending Unlawful...............................71
SECTION 4.2.        Deposits Unavailable; Circumstances making Canadian BAs
                      Unavailable.............................................71
SECTION 4.3.        Increased Loan Costs, etc.................................72
SECTION 4.4.        Funding Losses............................................72
SECTION 4.5.        Increased Capital Costs...................................73
SECTION 4.6.        Taxes.....................................................73
SECTION 4.7.        Payments, Computations, etc...............................77
SECTION 4.8.        Sharing of Payments.......................................77
SECTION 4.9.        Setoff....................................................78
SECTION 4.10.       Replacement of Lenders....................................78
SECTION 4.11.       Change of Lending Office..................................79

                                    ARTICLE V
                         CONDITIONS TO CREDIT EXTENSIONS

SECTION 5.1.        [INTENTIONALLY OMITTED]...................................79
SECTION 5.2.        All Credit Extensions.....................................79
SECTION 5.2.1.      Compliance with Warranties, No Default, etc...............79
SECTION 5.2.2.      Credit Extension Request, etc.............................79

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

SECTION 6.1.        Organization, etc.........................................80
SECTION 6.2.        Due Authorization, Non-Contravention, etc.................80
SECTION 6.3.        Government Approval, Regulation, etc......................81
SECTION 6.4.        Validity, etc.............................................81
SECTION 6.5.        Financial Information.....................................81
SECTION 6.6.        No Material Adverse Effect................................81
SECTION 6.7.        Litigation................................................81

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SECTION 6.8.        Labor Matters.............................................82
SECTION 6.9.        Subsidiaries..............................................82
SECTION 6.10.       Ownership of Properties...................................82
SECTION 6.11.       Taxes.....................................................82
SECTION 6.12.       Pension and Welfare Plans.................................82
SECTION 6.13.       Environmental Warranties..................................84
SECTION 6.14.       Accuracy of Information...................................85
SECTION 6.15.       Regulations U and X.......................................86
SECTION 6.16.       Issuance of Subordinated Debt, Status of Obligations as
                      Senior Indebtedness, etc................................86
SECTION 6.17.       Solvency..................................................86
SECTION 6.18.       No Change of Control......................................86
SECTION 6.19.       Compliance with Parentholdco Guaranty.....................86

                                   ARTICLE VII
                                    COVENANTS

SECTION 7.1.        Affirmative Covenants.....................................86
SECTION 7.1.1.      Financial Information, Reports, Notices, etc..............87
SECTION 7.1.2.      Maintenance of Existence; Compliance with Laws, etc.......89
SECTION 7.1.3.      Maintenance of Properties.................................90
SECTION 7.1.4.      Insurance.................................................90
SECTION 7.1.5.      Bank Meeting; Books and Records...........................91
SECTION 7.1.6.      Environmental Law Covenant................................92
SECTION 7.1.7.      Use of Proceeds...........................................93
SECTION 7.1.8.      Mortgages.................................................93
SECTION 7.1.9.      Future Subsidiaries.......................................94
SECTION 7.1.10.     Additional Collateral; Insurance..........................97
SECTION 7.1.11.     Mortgage Amendments.......................................98
SECTION 7.1.12.     Maintenance of Corporate Separateness.....................99
SECTION 7.2.        Negative Covenants........................................99
SECTION 7.2.1.      Business Activities.......................................99
SECTION 7.2.2.      Indebtedness..............................................99
SECTION 7.2.3.      Liens....................................................102
SECTION 7.2.4.      Financial Condition and Operations.......................105
SECTION 7.2.5.      Investments..............................................106
SECTION 7.2.6.      Restricted Payments, etc.................................108
SECTION 7.2.7.      Capital Expenditures, etc................................111
SECTION 7.2.8.      No Prepayment of Subordinated Debt.......................112
SECTION 7.2.9.      Capital Stock of Subsidiaries............................112
SECTION 7.2.10.     Consolidation, Merger, Acquisitions, etc.................112
SECTION 7.2.11.     Permitted Dispositions...................................113
SECTION 7.2.12.     Modification of Certain Agreements.......................115
SECTION 7.2.13.     Transactions with Affiliates.............................115
SECTION 7.2.14.     Restrictive Agreements, etc..............................117
SECTION 7.2.15.     Sale and Leaseback.......................................117

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SECTION 7.2.16.     Take or Pay Contracts....................................118
SECTION 7.2.17.     Fiscal Year..............................................118
SECTION 7.2.18.     Activities of Holdings...................................118

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

SECTION 8.1.        Listing of Events of Default.............................118
SECTION 8.1.1.      Non Payments of Obligations..............................118
SECTION 8.1.2.      Breach of Warranty.......................................119
SECTION 8.1.3.      Non-Performance of Certain Covenants and Obligations.....119
SECTION 8.1.4.      Non-Performance of Other Covenants and Obligations.......119
SECTION 8.1.5.      Default on Other Indebtedness............................119
SECTION 8.1.6.      Judgments................................................119
SECTION 8.1.7.      Pension Plans............................................120
SECTION 8.1.8.      Change in Control........................................120
SECTION 8.1.9.      Bankruptcy, Insolvency, etc..............................120
SECTION 8.1.10.     Impairment of Security, etc..............................121
SECTION 8.1.11.     Failure of Subordination.................................121
SECTION 8.2.        Action if Bankruptcy.....................................121
SECTION 8.3.        Action if Any Event of Default...........................122

                                   ARTICLE IX
                                HOLDINGS GUARANTY

SECTION 9.1.        Guaranty.................................................122
SECTION 9.2.        Acceleration of Holdings Guaranty........................123
SECTION 9.3.        Guaranty Absolute, etc...................................123
SECTION 9.4.        Reinstatement, etc.......................................124
SECTION 9.5.        Waiver, etc..............................................124
SECTION 9.6.        Postponement of Subrogation, etc.........................124
SECTION 9.7.        Successors, Transferees and Assigns; Transfers of
                      Notes, etc.............................................125

                                    ARTICLE X
                             U.S. BORROWER GUARANTY

SECTION 10.1.       Guaranty.................................................125
SECTION 10.2.       Acceleration of U.S. Borrower Guaranty...................126
SECTION 10.3.       Guaranty Absolute, etc...................................126
SECTION 10.4.       Reinstatement, etc.......................................127
SECTION 10.5.       Waiver, etc..............................................127
SECTION 10.6.       Postponement of Subrogation, etc.........................127
SECTION 10.7.       Successors, Transferees and Assigns; Transfers of
                      Canadian Notes, etc....................................128

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                                   ARTICLE XI
                                   THE AGENTS

SECTION 11.1.       Appointments and Authorizations; Actions.................128
SECTION 11.2.       Funding, Reliance, etc...................................130
SECTION 11.3.       Exculpation..............................................131
SECTION 11.4.       Successor................................................131
SECTION 11.5.       Credit Extensions by each Agent..........................132
SECTION 11.6.       Credit Decisions.........................................132
SECTION 11.7.       Copies, etc..............................................132
SECTION 11.8.       Reliance by Agents.......................................132
SECTION 11.9.       Notice of Defaults.......................................133

                                   ARTICLE XII
                            MISCELLANEOUS PROVISIONS

SECTION 12.1.       Waivers, Amendments, etc.................................133
SECTION 12.2.       Notices; Time............................................136
SECTION 12.3.       Payment of Costs and Expenses............................136
SECTION 12.4.       Indemnification..........................................136
SECTION 12.5.       Survival.................................................138
SECTION 12.6.       Severability.............................................138
SECTION 12.7.       Headings.................................................138
SECTION 12.8.       Execution in Counterparts................................138
SECTION 12.9.       Governing Law; Entire Agreement..........................138
SECTION 12.10.      Successors and Assigns...................................139
SECTION 12.11.      Sale and Transfer of Credit Extensions; Participations
                      in Credit Extensions Notes.............................139
SECTION 12.12.      Other Transactions.......................................142
SECTION 12.13.      Independence of Covenants................................142
SECTION 12.14.      Judgment Currency........................................143
SECTION 12.15.      Forum Selection and Consent to Jurisdiction..............143
SECTION 12.16.      Waiver of Jury Trial.....................................144

EXHIBITS

EXHIBIT A-1    -    Form of U.S. Revolving Note
EXHIBIT A-2    -    Form of Canadian Revolving Note
EXHIBIT A-3    -    Form of U.S. Swing Line Note
EXHIBIT A-4    -    Form of Canadian Swing Line Note
EXHIBIT A-5    -    Form of Term Loan Note
EXHIBIT A-6    -    Form of Acceptance Note
EXHIBIT B-1    -    Form of U.S. Borrowing Request
EXHIBIT B-2    -    Form of Canadian Borrowing Request
EXHIBIT B-3    -    Form of U.S. Issuance Request
EXHIBIT B-4    -    Form of Canadian Issuance Request

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EXHIBIT C-1    -    Form of U.S. Continuation/Conversion Notice
EXHIBIT C-2    -    Form of Canadian Continuation/Conversion Notice
EXHIBIT D      -    Form of Amendment Effective Date Certificate
EXHIBIT E      -    Form of Compliance Certificate
EXHIBIT F-1    -    Form of U.S. Subsidiary Guaranty
EXHIBIT F-2    -    Form of Canadian Subsidiary Guaranty
EXHIBIT F-3    -    Form of Superholdco Guaranty
EXHIBIT G-1    -    Form of Holdings Pledge Agreement
EXHIBIT G-2    -    Form of U.S. Borrower Security and Pledge Agreement
EXHIBIT G-3    -    Form of U.S. Subsidiary Security and Pledge Agreement
EXHIBIT G-4    -    Form of Canadian Debenture
EXHIBIT G-5    -    Form of Canadian Pledge Agreement
EXHIBIT G-6    -    Form of Superholdco Pledge and Security Agreement
EXHIBIT H      -    Form of Perfection Certificate
EXHIBIT I      -    Form of Solvency Certificate
EXHIBIT J      -    Form of Interco Subordination Agreement
EXHIBIT K      -    Form of Lender Assignment Agreement

SCHEDULES

SCHEDULE I     -    Disclosure Schedule
SCHEDULE II    -    Lender Percentages
SCHEDULE III   -    Addresses for Notices and Domestic Offices
SCHEDULE IV    -    Original Mortgages
SCHEDULE V     -    Certain EBITDA Addbacks

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<PAGE>
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

          THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
December 22, 2004, is made by and among, ASSOCIATED MATERIALS INCORPORATED, a
corporation organized and existing under the laws of Delaware ("AMI" or the
"U.S. Borrower"), GENTEK BUILDING PRODUCTS LIMITED, a corporation organized and
existing under the laws of Ontario, Canada ("Gentek" or the "Canadian Borrower"
and, together with the U.S. Borrower, each a "Borrower" and collectively the
"Borrowers"), ASSOCIATED MATERIALS HOLDINGS INC., a corporation organized and
existing under the laws of Delaware ("Holdings"), AMH HOLDINGS, INC., a
corporation organized and existing under the laws of Delaware ("Superholdco"),
the various financial institutions and other Persons from time to time parties
hereto which extend a Commitment to the U.S. Borrower (the "U.S. Lenders"), the
various financial institutions and other Persons from time to time parties
hereto which extend a Commitment to the Canadian Borrower (the "Canadian
Lenders" and, together with the U.S. Lenders, the "Lenders"), UBS AG, STAMFORD
BRANCH, as administrative agent for the U.S. Lenders under the U.S. Facility (in
such capacity, the "U.S. Administrative Agent"), CANADIAN IMPERIAL BANK OF
COMMERCE, as administrative agent for the Canadian Revolving Loan Lenders under
the Canadian Facility (in such capacity, the "Canadian Administrative Agent"
and, together with the U.S. Administrative Agent, the "Administrative Agents"),
CITIGROUP GLOBAL MARKETS INC., as syndication agent (in such capacity, the
"Syndication Agent"), GENERAL ELECTRIC CAPITAL CORPORATION and NATIONAL CITY
BANK, as co-documentation agents (in such capacity, the "Co-Documentation
Agents"), and UBS SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC., as joint
lead arrangers (in such capacity, the "Joint Lead Arrangers").

                              W I T N E S S E T H :

          WHEREAS, Superholdco and certain other parties named therein entered
into that certain stock purchase agreement, dated as of December 5, 2004, as
amended, supplemented or otherwise modified from time to time in accordance with
the provisions hereof and thereof (the "Stock Purchase Agreement") pursuant to
which certain affiliated entities of Investcorp S.A. ("Investcorp") and other
international investors will acquire, in the aggregate, a 50% voting and
economic interest in Superholdco (the "Equity Investment"), which in turn shall
be contributed to the equity of AMH Holdings II, Inc., a corporation organized
and existing under the laws of Delaware ("Parentholdco") for 50% of the voting
and economic interest of Parentholdco (the "Recapitalization");

          WHEREAS, AMI, Holdings, certain Lenders party thereto (the "Original
Lenders"), UBS Securities LLC and Credit Suisse First Boston Corporation, as
joint lead arrangers, Credit Suisse First Boston, Cayman Islands Branch, as
syndication agent, CIBC World Markets Corp., as documentation agent and UBS AG,
Stamford Branch, as administrative agent for the Original Lenders, entered into
that certain Amended and Restated Credit Agreement, dated as of August 29, 2003
and amended on March 19, 2004 (as further amended, supplemented or otherwise
modified from time to time prior to the date hereof, the "Original Credit
Agreement"), pursuant to which the Original Lenders made certain loans to the
Borrowers (the "Original Loans");

          WHEREAS, the Obligations (as defined in the Original Credit Agreement,
hereinafter the "Original Obligations") of AMI and the other Obligors under the
Original Credit

<PAGE>
Agreement and the other Loan Documents (as defined in the Original Credit
Agreement, such other Loan Documents hereinafter the "Original Collateral
Documents") are secured by certain collateral (hereinafter the "Original
Collateral") and are guaranteed or supported or otherwise benefited by the
Original Collateral Documents;

          WHEREAS, immediately prior to the Amendment Effective Date, Term Loans
(as defined in the Original Credit Agreement) in the aggregate principal amount
of $133,000,000 were outstanding under the Original Credit Agreement (the
"Original Term Loans");

          WHEREAS, the parties hereto wish to amend and restate the Original
Credit Agreement in its entirety to allow for transactions (collectively, the
"Transactions") which (a) provide for new senior secured term loans to the U.S.
Borrower in an aggregate principal amount of $175,000,000 (a portion of which
shall be applied to the repayment of the Original Term Loans), (b) permit the
Equity Investment, (c) reduce by 0.50% the Applicable Margin with respect to
each Term Loan, (d) permit Holdings, Borrowers and subsidiaries to make certain
Restricted Payments to (1) so long as no Default then exists or would arise
therefrom, make regularly scheduled interest payments required to be made on the
Parentholdco Notes (as defined below) and (2) make payments of such other
amounts required to be paid after the fifth anniversary of the issuance of the
Parentholdco Notes to avoid any "applicable high yield discount obligations", in
each case to the extent such payments are permitted by the Senior Subordinated
Note Indenture and the Superholdco Senior Discount Note Indenture, (e) extend
the U.S. Revolving Loan Commitment Termination Date and the Canadian Revolving
Loan Commitment Termination Date to April 19, 2009, (f) permit the following
additional payments: (x) a special bonus payment of $22.0 million (the "Special
Bonus") to the U.S. Borrower's management consisting of approximately $14.0
million at the Amendment Effective Date and approximately $8.0 million
thereafter and (y) Parentholdco dividend on certain of its Common Stock of up to
$96,406,123 (the "Transactions Dividend") of which an aggregate amount of
$33,712,500 initially shall be payable in the form of one or more interest
bearing promissory notes of Parentholdco, (g) privately place the Parentholdco
Notes without requiring a repayment of the Loans (as defined below), in each
case, on and subject to the terms and conditions of this Agreement and the
Amendment Agreement dated as of the date hereof (the "Amendment Agreement");

          WHEREAS, the parties hereto intend that (a) the Original Obligations
which remain unpaid and outstanding as of the Amendment Effective Date shall
continue to exist under this Agreement on the terms set forth herein, (b) the
loans under the Original Credit Agreement (other than the Original Terms Loans
repaid on the Amendment Effective Date) outstanding as of the date hereof shall
be Loans under and as defined in this Agreement on the terms set forth herein,
(c) any letters of credit outstanding under the Original Credit Agreement as of
the date hereof shall be U.S. Letters of Credit under and as defined in this
Agreement and (d) the Original Collateral and the Original Collateral Documents
shall continue to secure, guarantee, support and otherwise benefit the Original
Obligations as well as the other Obligations of the Borrowers and the other
Obligors under this Agreement and the other Loan Documents hereunder;

          WHEREAS, in connection with the foregoing and to finance in part the
Transactions Dividend and the ongoing working capital needs and general
corporate purposes of the Borrowers and their respective Subsidiaries, the
Borrowers desire to obtain the following financing facilities from the Lenders:

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          (i) a Term Loan Commitment in a maximum principal amount of
     $175,000,000, pursuant to which the Term Loans will be made to the U.S.
     Borrower in a single drawing on the Amendment Effective Date;

          (ii) a U.S. Revolving Loan Commitment (to include availability for
     U.S. Revolving Loans, U.S. Swing Line Loans and U.S. Letters of Credit)
     pursuant to which Borrowings of U.S. Revolving Loans, in a maximum
     aggregate principal amount (together with all U.S. Swing Line Loans and
     U.S. Letter of Credit Outstandings) not to exceed at any one time
     $60,000,000 will be made to the U.S. Borrower from time to time on and
     subsequent to the Amendment Effective Date but prior to the U.S. Revolving
     Loan Commitment Termination Date;

          (iii) a Canadian Revolving Loan Commitment (to include availability
     for Canadian Revolving Loans, Canadian Swing Line Loans and Canadian
     Letters of Credit) pursuant to which Borrowings of Canadian Revolving
     Loans, in a maximum aggregate principal amount (together with all Canadian
     Swing Line Loans and Canadian Letter of Credit Outstandings) not to exceed
     at any one time $20,000,000 will be made to the Canadian Borrower from time
     to time on and subsequent to the Amendment Effective Date but prior to the
     Canadian Revolving Loan Commitment Termination Date;

          (iv) a U.S. Letter of Credit Commitment pursuant to which one or more
     U.S. Issuers will issue U.S. Letters of Credit in a maximum aggregate
     Stated Amount at any one time outstanding not to exceed at any one time
     $15,000,000 for the account of the U.S. Borrower and its Subsidiaries from
     time to time on and subsequent to the Amendment Effective Date but prior to
     the U.S. Revolving Loan Commitment Termination Date;

          (v) a Canadian Letter of Credit Commitment pursuant to which one or
     more Canadian Issuers will issue Canadian Letters of Credit in a maximum
     aggregate Stated Amount at any one time outstanding not to exceed
     $5,000,000 for the account of the Canadian Borrower and its Canadian
     Subsidiaries from time to time on and subsequent to the Amendment Effective
     Date but prior to the Canadian Revolving Loan Commitment Termination Date;

          (vi) a U.S. Swing Line Loan Commitment pursuant to which Borrowings of
     U.S. Swing Line Loans in an aggregate outstanding principal amount not to
     exceed at any one time $15,000,000 will be made to the U.S. Borrower from
     time to time on and subsequent to the Amendment Effective Date but prior to
     the U.S. Revolving Loan Commitment Termination Date; and

          (vii) a Canadian Swing Line Loan Commitment pursuant to which
     Borrowings of Canadian Swing Line Loans in an aggregate outstanding
     principal amount not to exceed at any one time $6,000,000 will be made to
     the Canadian Borrower from time to time on and subsequent to the Amendment
     Effective Date but prior to the Canadian Revolving Loan Commitment
     Termination Date.

          NOW, THEREFORE, the Original Credit Agreement is hereby amended and
restated to read in its entirety as follows:

                                      -3-
<PAGE>
                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS


          SECTION 1.1. Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

          "Acceptance Note" is defined in clause (b) of Section 2.9.3.

          "Acquired Person" is defined in clause (l) of Section 7.2.2.

          "Administrative Agents" is defined in the preamble.

          "Affected Lender" is defined in Section 4.10.

          "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person. "Control" of a Person means the power, directly or indirectly, (i) to
vote 10% or more of the Capital Stock (on a fully diluted basis) of such Person
having ordinary voting power for the election of directors, managing members or
general partners (as applicable), or (ii) to direct or cause the direction of
the management and policies of such Person (whether by contract or otherwise).
Notwithstanding the foregoing, neither the Agents nor any Issuer nor any Lender
shall be deemed an Affiliate of Superholdco, Holdings, any Borrower or any
Subsidiary.

          "Agents" means, unless the context requires otherwise, the Syndication
Agent, the U.S. Administrative Agent and the Canadian Administrative Agent.

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

          "Alternate Base Rate" means, for any day, a rate per annum equal to
(a) in the case of U.S. Loans, the higher of (i) the U.S. Administrative Agent's
Base Rate in effect on such day and (ii) the Federal Funds Rate in effect on
such day plus 1/2 of 1%, and (b) in the case of Canadian Revolving Loans
denominated in U.S. Dollars, the higher of (i) the Canadian Administrative
Agent's Base Rate in effect on such day and (ii) the Federal Funds Rate in
effect on such day plus 1/2 of 1%. For purposes hereof: "Base Rate" shall mean
the rate of interest per annum publicly announced or established from time to
time by the applicable Administrative Agent as its base rate for loans in U.S.
Dollars in effect at its principal office in Stamford, Connecticut or Toronto,
Canada, as the case may be (the Base Rate not being intended to be the lowest
rate of interest charged by such Administrative Agent in connection with
extensions of credit to debtors) (any change in such rate announced or
established by such Administrative Agent shall take effect at the opening of
business on the day specified in the public announcement of such change); and
"Federal Funds Rate" shall mean, for any day, the weighted average of the rates
(rounded upwards, if necessary, to the nearest 1/100th of 1%) on overnight
federal funds transactions with

                                       -4-
<PAGE>
members of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York; provided that (x) 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 for
such transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (y) if such rate is not so published for any day
which is a Business Day, the Federal Funds Rate for such day shall be the
average of the quotations for the day of such transactions received by the U.S.
Administrative Agent from three federal funds brokers of recognized standing
selected by it. Any change in the Alternate Base Rate due to a change in the
Base Rate or the Federal Funds Rate shall be effective as of the opening of
business on the effective day of such change in the Base Rate or the Federal
Funds Rate, respectively.

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

          "Amended Mortgage Property" means each property subject to an Original
Mortgage.

          "Amendment Agreement" is defined in the recitals hereto.

          "Amendment Effective Date" means the date all conditions set forth in
Article III of the Amendment Agreement are satisfied.

          "Amendment Effective Date Certificate" means the certificate executed
and delivered by the U.S. Borrower and Canadian Borrower pursuant to the terms
of the Amendment Agreement, substantially in the form of Exhibit D hereto.

          "AMI" is defined in the preamble.

          "Applicable Canadian BA Stamping Fee" means, with respect to Canadian
Loans maintained as Canadian BAs, the applicable percentage set forth under the
column entitled "Applicable Canadian BA Stamping Fee" with respect thereto
within the definition of Applicable Margin set forth below.

          "Applicable Commitment Fee" means a fee which shall accrue at the
applicable rate per annum set forth below under the column entitled "Applicable
Commitment Fee", determined by reference to the applicable Leverage Ratio
referred to below:

                    Leverage            Applicable
                      Ratio           Commitment Fee
                -------------         --------------
                     > 3.75:1              0.50%
                < or = 3.75:1              0.375%

The Leverage Ratio used to compute the Applicable Commitment Fee shall be that
set forth in the Compliance Certificate most recently delivered by Holdings to
the Agents or, in the case of the period prior to the first Compliance
Certificate delivered hereunder, the Leverage Ratio set forth in the officer's
certificate delivered pursuant to Section 3.6 of the Amendment Agreement.
Changes in the Applicable Commitment Fee resulting from a change in the Leverage
Ratio shall

                                      -5-
<PAGE>
become effective upon delivery by Holdings to the Agents of a new Compliance
Certificate pursuant to clause (e) of Section 7.1.1. If Holdings shall fail to
deliver a Compliance Certificate by the delivery due date specified in such
clause, the Applicable Commitment Fee from and including the day immediately
following such delivery due date to (but excluding) the date Holdings delivers
to the Agents a Compliance Certificate shall conclusively be equal to the
highest Applicable Commitment Fee set forth above.

          "Applicable Margin" means, at any time of determination:

          (a) with respect to the unpaid principal amount of each Term Loan
     maintained as (i) a Base Rate Loan, 1.25% per annum and (ii) a Eurodollar
     Loan, 2.25% per annum; and

          (b) with respect to the unpaid principal amount of (i) each Swing Line
     Loan (which shall be borrowed and maintained only as a Base Rate Loan) and
     each Revolving Loan maintained as a Base Rate Loan, the rate determined by
     reference to the applicable Leverage Ratio and at the applicable percentage
     per annum set forth below under the column entitled "Applicable Margin For
     Base Rate Loans", (ii) each Revolving Loan maintained as a Eurodollar Loan,
     the rate determined by reference to the applicable Leverage Ratio and at
     the applicable percentage per annum set forth below under the column
     entitled "Applicable Margin For Eurodollar Loans" and (iii) each Canadian
     BA, the rate determined by reference to the applicable Leverage Ratio and
     at the applicable percentage per annum set forth below under the column
     entitled "Applicable Canadian BA Stamping Fee":

<TABLE>
<CAPTION>
                                        Applicable Margin    Applicable Margin For    Applicable Canadian
           Leverage Ratio              For Base Rate Loans      Eurodollar Loans        BA Stamping Fee
     -----------------------------   ----------------------  ---------------------    -------------------
<S>                                  <C>                     <C>                      <C>
              > 3.75:1                        2.00%                   3.00%                 3.00%
     > 3.25:1 and < or = 3.75:1               1.75%                   2.75%                 2.75%
     > 2.50:1 and < or = 3.25:1               1.50%                   2.50%                 2.50%
            < or = 2.50:1                     1.25%                   2.25%                 2.25%
</TABLE>

          The Leverage Ratio used to compute any Applicable Margin or, in the
case of Canadian BAs, the Applicable Canadian BA Stamping Fee, shall, at any
time of determination, be the Leverage Ratio set forth in the Compliance
Certificate most recently delivered by Holdings to the Agents or, in the case of
the period prior to the first Compliance Certificate delivered hereunder, the
Leverage Ratio set forth in the officers' certificate delivered pursuant to
Section 3.6 of the Amendment Agreement. Changes in the Applicable Margin or the
Applicable Canadian BA Stamping Fee, as the case may be, resulting from a change
in the Leverage Ratio shall become effective upon delivery by Holdings to the
Agents of a new Compliance Certificate pursuant to clause (e) of Section 7.1.1.
If Holdings shall fail to deliver a Compliance Certificate by the delivery due
date specified in such clause, the Applicable Margin or the Applicable Canadian
BA Stamping Fee, as the case may be, from and including the day immediately
following such delivery due date to (but excluding) the date Holdings delivers
to the Agents a Compliance Cer-

                                      -6-
<PAGE>
tificate shall conclusively be equal to the highest Applicable Margin or the
Applicable Canadian BA Stamping Fee, as the case may be, set forth above.

          "Approved Fund" means any Person (other than a natural Person) that
(i) is or will be engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of
its business, and (ii) is administered or managed by a Lender, an Affiliate of a
Lender which is controlled by such Lender or its parent company or an entity or
an Affiliate of an entity that administers or manages a Lender.

          "Assignee Lender" is defined in clause (a) of Section 12.11.

          "Assignor Lender" is defined in clause (a) of Section 12.11.

          "Assumed Indebtedness" is defined in clause (l) of Section 7.2.2.

          "Authorized Officer" is defined in Section 3.3 of the Amendment
Agreement.

          "Base Rate Loan" means a Loan bearing interest at a fluctuating rate
determined by reference to either the Alternate Base Rate, in the case of U.S.
Loans or Canadian Loans denominated in U.S. Dollars, or the Canadian Prime Rate,
in the case of Canadian Loans denominated in Canadian Dollars.

          "Borrowers" is defined in the preamble.

          "Borrowing" means the Loans of the same type and, in the case of Fixed
Rate Loans, having the same Interest Period made by all U.S. Lenders or Canadian
Lenders, respectively, on the same Business Day and pursuant to the same
Borrowing Request in accordance with Section 2.1.

          "Borrowing Request" means, as the context may require, a U.S.
Borrowing Request and/or a Canadian Borrowing Request.

          "Business Day" means (a) any day which is neither a Saturday or Sunday
nor (i) relative to matters with respect to the U.S. Facility, a legal holiday
on which banks are authorized or required to be closed in New York, New York or
(ii) relative to matters with respect to the Canadian Facility, a legal holiday
on which banks are authorized or required to be closed in Toronto, Ontario, and
(b) relative to the making, continuing, prepaying or repaying of any Eurodollar
Loans, any day which is a Business Day described in clause (a)(i) or (ii) above,
as the case may be, and which is also a day on which dealings in U.S. Dollars
are carried on in the London interbank eurodollar market.

          "Canadian Administrative Agent" is defined in the preamble and
includes each other Person appointed as the successor Canadian Administrative
Agent pursuant to Section 11.4. For the advoidance of doubt, the Canadian
Administrative Agent also means the "Canadian Revolving Administrative Agent" as
that term is defined in the applicable Collateral Documents.

          "Canadian BA" means a depository bill as defined in the Depository
Bills and Notes Act (Canada) in Canadian Dollars that is in the form of an order
signed by the Canadian

                                      -7-
<PAGE>
Borrower and accepted by a Lender pursuant to this Agreement or, for Lenders not
participating in clearing services contemplated in that Act, a draft or bill of
exchange in Canadian Dollars that is drawn by the Canadian Borrower and accepted
by a Lender pursuant to this Agreement. Orders that become depository bills,
drafts and bills of exchange are sometimes collectively referred to in this
Agreement as "drafts." Canadian BAs shall have a term of approximately 30, 60,
90 or 180 days, shall be issued and payable only in Canada and shall have a face
amount of an integral multiple of Cdn$100,000. In addition, to the extent the
context shall require, each Acceptance Note shall be deemed to be a Canadian BA.

          "Canadian BA Rate" means, for a particular term, the discount rate per
annum, calculated on the basis of a year of 365 days or 366 days, as the case
may be, equal to (a) in the case of any Lender that is listed on Schedule I of
the Bank Act (Canada), (i) the average rate per annum for Canadian Dollar
bankers' acceptances having such term that appears on the Reuters Screen CDOR
Page (or any successor page) as of 11:00 a.m., Toronto time, on the first day of
such term as determined by the Canadian Administrative Agent or (ii) if such
rate is not available at such time, the average discount rate for bankers
acceptances (accepted by Canadian chartered banks agreed to by the Canadian
Administrative Agent and the Canadian Borrower) having such term as calculated
by the Canadian Administrative Agent in accordance with normal market practice
on such day or (b) in the case of all Lenders other than those listed on
Schedule I of the Bank Act (Canada), the applicable rate set forth in clause
(a)(i) or (ii) above plus 0.10%.

          "Canadian Borrower" is defined in the preamble.

          "Canadian Borrowing Request" means a Canadian Loan request and
certificate duly executed by an Authorized Officer of the Canadian Borrower,
substantially in the form of Exhibit B-2 hereto.

          "Canadian Collateral" means all assets and property of any Obligor and
interests therein upon which a Lien is granted to the Canadian Administrative
Agent pursuant to any Loan Document.

          "Canadian Commitment" means, as the context may require, the Canadian
Revolving Loan Commitment, the Canadian Letter of Credit Commitment and/or the
Canadian Swing Line Loan Commitment.

          "Canadian Continuation/Conversion Notice" means a notice of
continuation or conversion and certificate duly executed by an Authorized
Officer of the Canadian Borrower, substantially in the form of Exhibit C-2
hereto.

          "Canadian Debenture" means the Security and Pledge Agreement executed
and delivered by an Authorized Officer of the Canadian Borrower and each
Canadian Subsidiary Guarantor pursuant to this Agreement, substantially in the
form of Exhibit G-4 hereto, and other Security and Pledge Agreements covering
property in the Province of Quebec, all as amended, supplemented, amended and
restated or otherwise modified from time to time.

          "Canadian Dollar" and "Cdn$" each mean the lawful money of Canada.

          "Canadian Facility" means all Canadian Commitments of Canadian
Lenders.

                                      -8-
<PAGE>
          "Canadian Issuance Request" means a Canadian Letter of Credit request
and certificate duly executed by an Authorized Officer of the Canadian Borrower,
substantially in the form of Exhibit B-4 hereto.

          "Canadian Issuer" means the institution acting as the Canadian
Administrative Agent, but in its capacity as issuer of the Canadian Letters of
Credit and, at the request of the institution acting as the Canadian
Administrative Agent and with the Canadian Borrower's consent, one or more other
Lenders or Affiliates of the Canadian Administrative Agent.

          "Canadian Lender" is defined in the preamble.

          "Canadian Letter of Credit" is defined in clause (a) of Section 2.1.2.

          "Canadian Letter of Credit Commitment" means

          (a) with respect to a Canadian Issuer, such Canadian Issuer's
     obligation to issue Canadian Letters of Credit pursuant to Section 2.1.2;
     and

          (b) with respect to each Canadian Revolving Loan Lender, its
     obligation to participate in such Canadian Letters of Credit pursuant to
     Section 2.6.1.

          "Canadian Letter of Credit Commitment Amount" means, on any date, a
maximum amount of $5,000,000 (with Canadian Letters of Credit to be denominated
in U.S. Dollars or Canadian Dollars), as such amount may be permanently reduced
from time to time pursuant to Section 2.2.

          "Canadian Letter of Credit Outstandings" means, on any date, an amount
equal to the sum of (i) the then aggregate amount which is undrawn and available
under all issued and outstanding Canadian Letters of Credit, and (ii) the then
aggregate amount of all unpaid and outstanding Reimbursement Obligations in
respect of such Canadian Letters of Credit.

          "Canadian Loan" means, as the context may require, a Canadian
Revolving Loan and/or a Canadian Swing Line Loan.

          "Canadian Note" means, as the context may require, a Canadian
Revolving Note and/or a Canadian Swing Line Note.

          "Canadian Pension Plan" means (a) a "pension plan" or "plan" which is
subject to applicable pension benefits legislation in any jurisdiction of Canada
and is applicable to employees of a Borrower or a Subsidiary resident in Canada,
or (b) any pension benefit plan or similar arrangement applicable to employees
of a Borrower or a Subsidiary resident in Canada.

          "Canadian Pledge Agreement" means a Security and Pledge Agreement
executed and delivered by an Authorized Officer of the Canadian Borrower and
each Canadian Subsidiary Guarantor pursuant to this Agreement, substantially in
the form of Exhibit G-5 hereto, as amended, supplemented, amended and restated
or otherwise modified from time to time.

                                      -9-
<PAGE>
          "Canadian Prime Rate" means, on any date and relative to all Canadian
Prime Rate Loans, a fluctuating rate of interest per annum (rounded upward, if
necessary, to the next highest 1/100 of 1%) equal to the higher of

          (a) the rate of interest per annum most recently announced or
     established by the Canadian Administrative Agent as its reference rate in
     effect on such day for determining interest rates for Canadian Dollar
     denominated commercial loans in Canada and commonly known as the "prime
     rate" of the Canadian Administrative Agent (such rate not being intended to
     be the lowest rate of interest charged by the Canadian Administrative Agent
     in connection with extensions of credit to debtors); and

          (b) the Canadian BA Rate most recently determined by the Canadian
     Administrative Agent for 30-days bankers' acceptances plus 3/4 of 1%.

Changes in the rate of interest on that portion of any Canadian Loans maintained
as Canadian Prime Rate Loans will take effect simultaneously with each change in
the Canadian Prime Rate. The Canadian Administrative Agent will give notice
promptly to the Canadian Borrower and the Canadian Lenders of changes in the
Canadian Prime Rate.

          "Canadian Prime Rate Loan" means a Canadian Loan bearing interest at a
fluctuating rate determined by reference to the Canadian Prime Rate.

          "Canadian Register" is defined in clause (b) of Section 2.8.

          "Canadian Revolving Administrative Agent" means the Canadian
Administrative Agent and such terms may be used interchangeably.

          "Canadian Revolving Loan" is defined in clause (b) of Section 2.1.1.

          "Canadian Revolving Loan Commitment" is defined in clause (b) of
Section 2.1.1.

          "Canadian Revolving Loan Commitment Amount" means, on any date, a
maximum amount of $20,000,000 (with Canadian Revolving Loans to be denominated
in U.S. Dollars or Canadian Dollars), as such amount may be permanently reduced
from time to time pursuant to Section 2.2.

          "Canadian Revolving Loan Commitment Termination Date" means the
earliest of (i) April 19, 2009, (ii) the date on which the Canadian Revolving
Loan Commitment Amount is terminated in full or reduced to zero pursuant to the
terms of this Agreement and (iii) the date on which any Commitment Termination
Event occurs. Upon the occurrence of any event described in the preceding clause
(ii) or (iii), the Canadian Revolving Loan Commitments shall terminate
automatically and without any further action.

          "Canadian Revolving Loan Lender" means a Lender that has a Canadian
Revolving Loan Commitment.

          "Canadian Revolving Loan Percentage" means, relative to any Lender,
the applicable percentage relating to Canadian Revolving Loans set forth
opposite such Lender's name

                                      -10-
<PAGE>
below the column labeled "Canadian Revolving Loan Commitment" on Schedule II
hereto or set forth in a Lender Assignment Agreement under the Canadian
Revolving Loan Commitment column, as such percentage may be adjusted from time
to time pursuant to Lender Assignment Agreements executed by such Lender and its
Assignee Lender and delivered pursuant to Section 12.11. A Lender shall not have
any Canadian Revolving Loan Commitment if its percentage under the Canadian
Revolving Loan Commitment column is zero.

          "Canadian Revolving Note" means a promissory note of the Canadian
Borrower payable to any Canadian Revolving Loan Lender, in the form of Exhibit
A-2 hereto (as such promissory note may be amended, endorsed or otherwise
modified from time to time), evidencing the aggregate Indebtedness of the
Canadian Borrower to such Canadian Revolving Loan Lender resulting from
outstanding Canadian Revolving Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal thereof.
"Canadian Subsidiary" means each Subsidiary of the U.S. Borrower organized under
the laws of Canada or any jurisdiction thereof.

          "Canadian Subsidiary Guarantor" means each Canadian Subsidiary which
has executed and delivered to the Canadian Administrative Agent the Canadian
Subsidiary Guaranty (or a supplement thereto).

          "Canadian Subsidiary Guaranty" means the subsidiary guaranty executed
and delivered by the Canadian Subsidiary Guarantors pursuant to this Agreement,
substantially in the form of Exhibit F-2 hereto, as amended, supplemented,
amended and restated or otherwise modified from time to time.

          "Canadian Swing Line Lender" means the institution acting as the
Canadian Administrative Agent, but in its capacity as the Canadian Swing Line
Lender.

          "Canadian Swing Line Loan" is defined in clause (b) of Section 2.1.1.

          "Canadian Swing Line Loan Commitment" is defined in clause (b) of
Section 2.1.1.

          "Canadian Swing Line Loan Commitment Amount" means, on any date, a
maximum amount of $6,000,000 (with Canadian Swing Line Loans to be denominated
in U.S. Dollars or Canadian Dollars), as such amount may be permanently reduced
from time to time pursuant to Section 2.2.

          "Canadian Swing Line Note" means a promissory note of the Canadian
Borrower payable to the Canadian Swing Line Lender, in the form of Exhibit A-4
hereto (as such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the aggregate Indebtedness of the Canadian
Borrower to the Canadian Swing Line Lender resulting from outstanding Canadian
Swing Line Loans, and also means all other promissory notes accepted from time
to time in substitution therefor or renewal thereof.

                                      -11-
<PAGE>
          "Canadian Welfare Plan" means any medical, health, hospitalization,
insurance or other employee benefit or welfare plan, agreement or arrangement
applicable to employees of a Borrower or a Subsidiary resident in Canada.

          "Capital Expenditures" means, for any period, the aggregate amount of
all expenditures of the U.S. Borrower and its Subsidiaries for fixed or capital
assets made during such period which, in accordance with GAAP, should be
classified as capital expenditures.

          "Capital Stock" means, with respect to any Person, any and all shares,
interests (including membership interests in limited liability companies),
participations, rights (including options, warrants and the like convertible or
exercisable into shares of Capital Stock) or other equivalents (however
designated, whether voting or non-voting) of such Person's capital, whether
outstanding on, or issued after, the Original Closing Date.

          "Capitalized Lease Liabilities" means all monetary obligations of the
U.S. Borrower or any of its Subsidiaries under any leasing or similar
arrangement which have been (or, in accordance with GAAP, should be) classified
as capitalized leases. The amount of such monetary obligations shall be the
capitalized amount thereof, determined in accordance with GAAP, and the stated
maturity thereof shall be the date of the last payment of rent or any other
amount due under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a premium or a penalty.

          "Cash Collateralize" means, with respect to a Letter of Credit or
Canadian BA, the deposit of immediately available funds into a cash collateral
account maintained with (or on behalf of) the applicable Administrative Agent on
terms reasonably satisfactory to the applicable Administrative Agent in an
amount equal to the Stated Amount of such Letter of Credit or the face amount of
such Canadian BA.

          "Cash Equivalent Investment" means, at any time:

          (a) any direct obligation of (or obligation unconditionally guaranteed
     by) the United States of America or a State thereof or Canada or a Province
     of Canada (or any agency or political subdivision thereof, to the extent
     such obligations are supported by the full faith and credit of the United
     States of America or a State thereof or Canada or a Province of Canada)
     maturing not more than six months after such time;

          (b) commercial paper maturing not more than 180 days from the date of
     issue, which is issued by (i) a corporation (other than an Affiliate of any
     Obligor) organized under the laws of any State of the United States, the
     District of Columbia, Canada or a Province of Canada and rated A-1 or
     higher by S&P or P-1 or higher by Moody's, or (ii) any Lender (or its
     holding company);

          (c) any certificate of deposit, time deposit, money market deposit or
     bankers acceptance, maturing not more than six months after its date of
     issuance, which is issued by either (i) any bank organized under the laws
     of the United States (or any State thereof or the District of Columbia) or
     Canada and (in either case) which has (x) a credit rating of A or higher
     from S&P or A2 or higher from Moody's and (y) a combined capital and
     surplus greater than $500,000,000, or (ii) any Lender;

                                      -12-
<PAGE>
          (d) any repurchase agreement having a term of 7 days or less entered
     into with any Lender or any commercial banking institution satisfying the
     criteria set forth in clause (c)(i) above which (i) is secured by a fully
     perfected security interest in any obligation of the type described in
     clause (a), and (ii) has a market value at the time such repurchase
     agreement is entered into of not less than 100% of the repurchase
     obligation of such commercial banking institution thereunder; or

          (e) investments in money market funds substantially all of whose
     assets are comprised of the securities of the types described in clauses
     (a) through (d) above.

          "Casualty Event" means the damage, destruction or condemnation, as the
case may be, of any property of the U.S. Borrower, Holdings or any of their
respective Subsidiaries.

          "Casualty Proceeds" means, with respect to any Casualty Event, the
amount of any insurance proceeds or condemnation awards received after the
Amendment Effective Date by the U.S. Borrower, Holdings or any of their
respective Subsidiaries in connection therewith, but excluding (i) any proceeds
from business interruption insurance, (ii) any proceeds or awards required to be
paid to a creditor (other than any Secured Party) which holds a Lien permitted
by Section 7.2.3 on the property which is the subject of such Casualty Event and
which is senior in priority to the Lien on such property in favor of the Secured
Parties and (iii) any such proceeds received in respect of any Casualty Event
(or any series of related Casualty Events) not exceeding $100,000 in respect of
any such event (or series of related events) or $750,000 in the aggregate for
all Casualty Events since the Amendment Effective Date.

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

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

          "Change in Control" means

          (a) (i) any Person other than Superholdco shall own any Capital Stock
     of Holdings or otherwise have the ability to elect any members of the Board
     of Directors of Holdings, (ii) any Person other than Holdings shall own any
     Capital Stock of the U.S. Borrower or otherwise have the ability to elect
     any members of the Board of Directors of the U.S. Borrower or (iii) the
     U.S. Borrower shall cease to own, directly or indirectly, all of the
     Capital Stock of the Canadian Borrower or shall cease to otherwise have the
     ability, directly or indirectly, to elect all members of the Board of
     Directors of the Canadian Borrower; or

          (b) at any time prior to a Qualified IPO, the Permitted Holders shall
     fail to have the right to elect or designate for election the number of
     members of the Board of Directors (or similar managing body) of Holdings
     which would hold a majority of the votes of such Board of Directors (or
     similar managing body); or

                                      -13-
<PAGE>
          (c) at any time prior to a Qualified IPO, the Permitted Holders shall
     cease to own at least 51% of the Capital Stock of Holdings held by such
     Permitted Holders on the Amendment Effective Date after giving effect to
     the Transaction; or

          (d) any "person" (as such term is used in Sections 13(d) and 14(d) of
     the Exchange Act), other than one or more Permitted Holders, is or becomes
     the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the
     Exchange Act), (except that such person shall be deemed to have "beneficial
     ownership" of all shares that any such person has the right to acquire,
     whether such right is exercisable immediately or only after the passage of
     time and except that any Person that is deemed to have beneficial ownership
     of shares solely as the result of being part of a group pursuant to Rule
     13d-5(b)(1) of the Exchange Act shall be deemed not to have beneficial
     ownership of any shares held by a Permitted Holder forming a part of such
     group), directly or indirectly, of more than 30% of the total voting power
     of the Voting Stock of Holdings; provided that the Permitted Holders
     beneficially own (as defined in Rule 13d-5 of the Exchange Act), directly
     or indirectly, in the aggregate, a lesser percentage of the total voting
     power of the Voting Stock of Holdings than such other person and do not
     have the right or ability by voting power, contract or otherwise to elect
     or designate for election a majority of the Board of Directors of Holdings
     (for purposes of this clause (d), such other person shall be deemed to
     beneficially own any Voting Stock of a specified person held by a parent
     entity if such other person is the beneficial owner (as defined in this
     provision), directly or indirectly, of more than 30% of the voting power of
     the Voting Stock of such parent entity and the Permitted Holders
     beneficially own (as defined in this provision), directly or indirectly, in
     the aggregate a lesser percentage of the voting power of the Voting Stock
     of such parent entity and do not have the right or ability by voting power,
     contract or otherwise to elect or designate for election a majority of the
     board of directors of such parent entity); or

          (e) at any time from and after a Qualified IPO, during any period of
     24 consecutive months, individuals who at the beginning of such period
     constituted the Board of Directors (or similar managing body) of Holdings
     (together with any new directors whose election to such Board or whose
     nomination for election by the holders of the Capital Stock of Holdings was
     approved by a vote of a majority of the directors then still in office who
     were either directors at the beginning of such period or whose election or
     nomination for election was previously so approved) cease for any reason to
     constitute a majority of the Board of Directors (or similar managing body)
     of Holdings then in office; or

          (f) the occurrence of any "Change of Control" (or similar term) under
     (and as defined in) any Other Debt Document in respect of (i) the Senior
     Subordinated Notes, (ii) any Qualifying Subordinated Debt, (iii) any
     Superholdco Debt Documents or (iv) the Parentholdco Notes, in each case
     whether issued pursuant to one or more issuances, having an aggregate
     outstanding principal amount of $25,000,000 or more.

          "Code" means the Internal Revenue Code of 1986, and the final and
temporary regulations thereunder, in each case as amended, reformed or otherwise
modified from time to time.

          "Co-Documentation Agents" is defined in the preamble.

                                      -14-
<PAGE>
          "Collateral Document" means any Security and Pledge Agreement, any
Mortgage or any other agreement or document delivered pursuant hereto or in
connection herewith pursuant to which the Secured Parties or any Agent or other
Person on behalf of the Secured Parties is granted a Lien to secure any
Obligations.

          "Commitment" means, as the context may require, (i) a U.S. Lender's
Term Loan Commitment, U.S. Revolving Loan Commitment or U.S. Letter of Credit
Commitment, (ii) the U.S. Swing Line Lender's U.S. Swing Line Loan Commitment,
(iii) a Canadian Lender's Canadian Revolving Loan Commitment or Canadian Letter
of Credit Commitment and/or (iv) the Canadian Swing Line Lender's Canadian Swing
Line Loan Commitment.

          "Commitment Amount" means, as the context may require, the Term Loan
Commitment Amount, the U.S. Revolving Loan Commitment Amount, the U.S. Letter of
Credit Commitment Amount, the U.S. Swing Line Loan Commitment Amount, the
Canadian Revolving Loan Commitment Amount, the Canadian Letter of Credit
Commitment Amount and/or the Canadian Swing Line Loan Commitment Amount.

          "Commitment Termination Date" means, as the context may require, the
Term Loan Commitment Termination Date, the U.S. Revolving Loan Commitment
Termination Date and/or the Canadian Revolving Loan Commitment Termination Date.

          "Commitment Termination Event" means (i) with respect to the U.S.
Revolving Loan Commitment, the occurrence of any Event of Default described in
clauses (a) through (d) of Section 8.1.9 with respect to the U.S. Borrower, (ii)
with respect to the Canadian Revolving Loan Commitment, the occurrence of any
Event of Default described in clauses (a) through (d) of Section 8.1.9 with
respect to the Canadian Borrower or (iii) the occurrence and continuance of any
other Event of Default and either (x) the declaration of all or any portion of
the Loans to be due and payable pursuant to Section 8.3, or (y) the giving of
notice by the U.S. Administrative Agent, acting at the direction of the Required
Lenders, to the applicable Borrower(s) that the Commitments referred to in such
notice have been terminated.

          "Compliance Certificate" means a certificate duly completed and
executed by the chief financial or accounting Authorized Officer of Holdings,
substantially in the form of Exhibit E hereto, together with such changes
thereto as the Agents may from time to time reasonably request for the purpose
of conforming the terms thereof with the terms hereof.

          "Contingent Liability" means any agreement, undertaking or arrangement
by which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the Indebtedness of any
other Person (other than by endorsements of instruments in the course of
collection), or guarantees the payment of dividends or other distributions upon
the Capital Stock of any other Person; provided that Contingent Liabilities
shall not include customary indemnities set forth in agreements entered into in
the ordinary course of business between the U.S. Borrower and its Subsidiaries,
on the one hand, and their customers on the other hand. The amount of any
Person's obligation under any Contingent Liability shall (subject to any
limitation set forth therein) be deemed to be the outstanding principal amount
of the debt, obligation or other liability guaranteed thereby.

                                      -15-
<PAGE>
          "Controlled Group" means all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the U.S.
Borrower, are treated as a single employer under Section 414(b) or 414(c) of the
Code or Section 4001 of ERISA.

          "Copyright Security Agreement" means any Copyright Security Agreement
executed and delivered by any Obligor in substantially the form of Exhibit D to
the applicable Security and Pledge Agreement, as amended, supplemented, amended
and restated or otherwise modified from time to time.

          "Credit Extension" means, as the context may require, (i) the making
of a Loan by a Lender (including the acceptance of a Canadian BA) or (ii) the
issuance of any Letter of Credit, or the extension of any Stated Expiry Date of
any existing Letter of Credit, by an Issuer. A continuation or a conversion of a
Canadian BA as set forth in Sections 2.4.1 and 2.4.2 shall not constitute a
Credit Extension.

          "Credit Extension Request" means, as the context may require, any
Borrowing Request or Issuance Request.

          "Currency" means, as the context may require, U.S. Dollars and/or
Canadian Dollars.

          "Current Assets" means, on any date, without duplication, all assets
which, in accordance with GAAP, would be included as current assets on a
consolidated balance sheet of Holdings and its Subsidiaries at such date as
current assets.

          "Current Liabilities" means, on any date, without duplication, all
amounts which, in accordance with GAAP, would be included as current liabilities
on a consolidated balance sheet of Holdings and its Subsidiaries at such date,
excluding current maturities of Indebtedness.

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

          "Designated U.S. Subsidiary Guarantor" shall mean any U.S. Subsidiary
Guarantor which is a direct or indirect Subsidiary of a Foreign Subsidiary.

          "Disbursement" is defined in Section 2.6.2.

          "Disbursement Date" is defined in Section 2.6.2.

          "Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I as it may be amended, supplemented, amended and restated or otherwise
modified from time to time by the U.S. Borrower with (unless otherwise provided
hereunder) the written consent of the Required Lenders.

          "Disposition" (or similar words such as "Dispose") means any sale,
transfer, lease, contribution or other conveyance (including by way of merger)
of, or the granting of options, warrants or other rights to, any of the U.S.
Borrower's, Holdings' or any of their respective

                                      -16-
<PAGE>
Subsidiaries' assets (including accounts receivables and Capital Stock of
Subsidiaries) to any Person in a single transaction or series of related
transactions.

          "Domestic Office" means

          (a) relative to any U.S. Lender, the office of such Lender designated
     as its "U.S. Domestic Office" on Schedule III hereto or in a Lender
     Assignment Agreement, or such other office within the United States as may
     be designated from time to time by notice from such Lender to the Agents
     and the Borrowers; and

          (b) relative to any Canadian Lender, the office of such Lender
     designated as its "Canadian Domestic Office" on Schedule III hereto or in a
     Lender Assignment Agreement, or such other office within Canada as may be
     designated from time to time by notice from such Lender to the Agents and
     the Borrowers.

          "EBITDA" means, with respect to any Person for any applicable period,
the sum of

          (a) Net Income of such Person,

          plus
          ----

          (b) to the extent deducted in determining such Net Income, the sum,
     without duplication, of (i) all non-cash charges, (ii) income tax expense
     (whether paid or deferred), (iii) Interest Expense and non-cash interest
     expense, (iv) fees, costs, expenses (including the Transactions Dividend
     and payroll taxes) and prepayment premiums and the associated amortization
     of such fees, costs and expenses paid by Holdings or any of its
     Subsidiaries in connection with the Transactions, (v) amounts attributable
     to amortization and depreciation of assets, (vi) extraordinary and/or other
     non-recurring cash charges related to the extinguishment or repayment of
     Indebtedness, (vii) any management bonuses paid by Holdings (or any direct
     parent company thereof) or any of its Subsidiaries in accordance with the
     terms of clause (i) of Section 7.2.13, (viii) costs and charges incurred in
     the remediation of Steel Peel Warranty Claims, together with the costs,
     charges, fees and expenses in respect of litigation with respect thereto;
     provided that the U.S. Borrower has received a reduction in the purchase
     price or an indemnity or similar payment pursuant to the Gentek Acquisition
     Documents with respect to any such costs, charges, fees or expenses paid on
     or after July 31, 2003, (ix) management fees prepaid in connection with the
     Transactions and the associated amortization, (x) reasonable expenses
     incurred in connection with any merger, acquisition or joint venture
     permitted herein, including, without limitation, any Permitted Acquisition,
     (xi) nonrecurring litigation or claim settlement charges or expense (it
     being understood that product liability obligations or claim settlement
     charges or expense in excess of $1,000,000 in any 12-month period shall be
     deemed to be nonrecurring) and (xii) for any period ending on or prior to
     November 30, 2005 the respective amounts set forth on Schedule V for such
     period,

          minus
          -----

          (c) to the extent included in such Net Income, non-cash credits;

                                      -17-
<PAGE>
provided that (i) the impact of foreign currency and hedging translations and
transactions shall be excluded and (ii) all other extraordinary or nonrecurring
gains, losses and charges shall be excluded.

          "ECF Percentage" means, for purposes of determining the amount of any
mandatory prepayment (pursuant to clause (f) of Section 3.1.1) in respect of
Excess Cash Flow (if any) for any Fiscal Year, (i) 75%, in the event the
Leverage Ratio as of the last day of such Fiscal Year is greater than 3.5 to
1.0, (ii) 50%, in the event the Leverage Ratio for such Fiscal Year is equal to
or less than 3.5 to 1.0, and (iii) 0%, in the event the Leverage Ratio for such
Fiscal Year is less than 2.0 to 1.0.

          "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a Lender
which is controlled by such Lender or its parent company; (iii) an Approved
Fund; or (iv) any other Person (other than a natural Person, the Borrowers or
any affiliates of the Borrowers) approved (in the case of this clause (iv)) by
the Agents, the Issuers (but only in the case of any assignment of the Revolving
Loan Commitment) and, at any time after the Primary Syndication and unless an
Event of Default has occurred and is continuing, the Borrowers (each such
approval not to be unreasonably withheld or delayed); provided that in the case
of any assignment of Revolving Loan Commitments and related participations in
Letters of Credit, Letter of Credit Outstandings and Swing Line Loans to a
Lender that does not, immediately prior to such assignment, have a Revolving
Loan Commitment, or any Affiliates of, or any Approved Funds related to, such
Lender, such Lender shall not be an Eligible Assignee without the prior approval
of the applicable Administrative Agent.

          "Environmental Laws" means the common law and all applicable U.S. and
Canadian federal, state, provincial or local statutes, laws, ordinances, codes,
rules, regulations and guidelines having the force and effect of law (including
consent decrees and administrative orders) relating to public health and safety,
or pollution or protection of the environment (including ambient air, surface
water, groundwater, soil, subsurface strata and natural resources such as flora
and fauna) including without limitation the Clean Air Act, as amended, CERCLA,
the Superfund Amendments and Reauthorization Act of 1986, as amended, the
Resource Conservation and Recovery Act, the Toxic Substances Control Act of
1976, as amended, the Federal Water Pollution Control Act Amendments of 1972,
the Clean Water Act of 1977, as amended, the Hazardous Materials Transportation
Act, as amended, and any other law having a similar subject matter.

          "Environmental Permit" is defined in clause (d) of Section 6.13.

          "Equity Investment" is defined in the recitals hereto.

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

          "Eurocurrency Reserve Requirements" means, for any Interest Period as
applied to a Eurodollar Loan, the aggregate (without duplication) of the rates
(expressed as a decimal fraction) of reserve requirements in effect on the first
day of such Interest Period (including ba-

                                      -18-
<PAGE>
sic, supplemental, marginal and emergency reserves under any regulations of the
Federal Reserve Board or other Governmental Authority having jurisdiction with
respect thereto) dealing with reserve requirements prescribed for eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of
the Federal Reserve Board) maintained by a member bank of the Federal Reserve
System.

          "Eurodollar Base Rate" means, with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum determined
on the basis of the rate for deposits in U.S. Dollars for a period equal to such
Interest Period commencing on the first day of such Interest Period appearing on
Page 3750 of the Telerate System Incorporated Service screen as of 11:00 a.m.,
London time, two Business Days prior to the beginning of such Interest Period.
In the event that such rate does not appear on Page 3750 of the Telerate System
Incorporated Service screen (or such other page as may replace such page on such
service for the purpose of displaying the rates at which dollar deposits are
offered by leading banks in the London interbank deposit market), the
"Eurodollar Base Rate" for purposes of this definition shall be determined by
reference to such other comparable publicly available service for displaying
eurodollar rates as may be selected by the U.S. Administrative Agent or, in the
absence of such availability, by reference to the rate at which the U.S.
Administrative Agent is offered U.S. Dollar deposits at or about 11:00 a.m.,
London time, two Business Days prior to the beginning of such Interest Period in
the interbank eurodollar market where its eurodollar and foreign currency and
exchange operations are then being conducted for delivery on the first day of
such Interest Period for the number of days comprised therein.

          "Eurodollar Lending Office" means, as to any Lender, the office of
such Lender which shall be making or maintaining Eurodollar Loans.

          "Eurodollar Loan" means, any Loan which carries or maintains a rate of
interest based upon a Eurodollar Rate.

          "Eurodollar Rate" means, with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, a rate per annum determined for such day
in accordance with the following formula (rounded upward to the nearest 1/100th
of 1%):

                              Eurodollar Base Rate

                    1.00 - Eurocurrency Reserve Requirements

          "Event of Default" is defined in Section 8.1.

          "Excess Cash Flow" means, for any Fiscal Year, the excess (if any), of

          (a) the sum of (i) EBITDA for such Fiscal Year of Holdings and its
     Subsidiaries, and (ii) the amount of any net decrease in Current Assets,
     other than cash and Cash Equivalents, over Current Liabilities of Holdings
     and its Subsidiaries for such Fiscal Year (exclusive of all or any portion
     of such net decrease resulting, directly or indirectly, from (x) any
     Disposition resulting in Net Disposition Proceeds and (y) any decrease in
     Current Assets, other than cash and Cash Equivalents, over Current
     Liabilities of any entity ac-

                                      -19-
<PAGE>
     quired by Holdings or any of its Subsidiaries and which occurs prior to the
     date of such acquisition)

          over

          (b) the sum (for such Fiscal Year), without duplication and without
     duplication of any amounts in clause (a) above, of

               (i) Interest Expense paid in cash by Holdings and its
          Subsidiaries in respect of Indebtedness permitted under Section 7.2.2,

               (ii) (x) voluntary and scheduled repayments of principal or
          repurchases of consolidated Total Debt which is Indebtedness permitted
          under Section 7.2.2 to the extent financed with internally generated
          cash flow (excluding repayments of Revolving Loans or Swing Line Loans
          except to the extent the Revolving Commitments are permanently reduced
          in connection with such repayments), together with any prepayment fees
          accompanying such prepayments, in each such case, divided by (y) the
          Prepayment Percentage,

               (iii) to the extent included in EBITDA, any portion of the amount
          of cash gains of Holdings and its Subsidiaries applied toward the
          repayment of Term Loans pursuant to clause (d) or (e) of Section
          3.1.1,

               (iv) repayments of Revolving Loans or Swing Line Loans or Cash
          Collateralization of Letter of Credit Outstandings pursuant to clause
          (b) of Section 3.1.1,

               (v) voluntary prepayments of Revolving Loans or Swing Line Loans
          or any voluntary Cash Collateralization of Letter of Credit
          Outstandings, in each case to the extent accompanied by a permanent
          reduction in the Revolving Loan Commitment Amount,

               (vi) without duplication, (A) all income Taxes paid in cash by
          Holdings and its Subsidiaries (less any cash tax refunds received) and
          (B) all Restricted Payments made in cash by or to Holdings pursuant to
          clauses (a) and (b) (to the extent financed with internally generated
          cash flow of the U.S. Borrower and its Subsidiaries or with Revolving
          Loans or Swing Line Loans) and subclauses (i), (ii) and (iii) of
          clause (f) of Section 7.2.6 (in each case, to the extent that such
          amounts have not already reduced EBITDA),

               (vii) Capital Expenditures to the extent permitted under Section
          7.2.7 and made in cash by Holdings and its Subsidiaries in such Fiscal
          Year to the extent financed with internally generated cash flow of
          Holdings and its Subsidiaries or with Revolving Loans or Swing Line
          Loans,

               (viii) the aggregate amount of cash expended by Holdings and its
          Subsidiaries during such Fiscal Year in respect of Permitted
          Acquisitions (together with all fees, costs and expenses and
          prepayment premiums paid by Holdings and

                                      -20-
<PAGE>
          its Subsidiaries in respect thereof) to the extent financed with
          internally generated cash flow of Holdings and its Subsidiaries or
          with Revolving Loans or Swing Line Loans,

               (ix) to the extent incurred in such Fiscal Year and included in
          the calculation of EBITDA for such Fiscal Year, the amount of all
          fees, costs and expenses (including the payment of the Special Bonus
          and the Transactions Dividend (in each case whether paid on the
          Amendment Effective Date or thereafter) and related tax payments) paid
          by Holdings or any of the Subsidiaries in respect of the Transactions,

               (x) all cash charges of the type described in subclauses (b)(vi)
          and (x) of, and the proviso appearing at the end of, the definition of
          "EBITDA" contained in this Agreement,

               (xi) the amount of any net increase in Current Assets, other than
          cash and Cash Equivalent Investments, over Current Liabilities of
          Holdings and its Subsidiaries for such Fiscal Year (exclusive of all
          or any portion of such net increase resulting, directly or indirectly,
          (x) from any Disposition resulting in Net Disposition Proceeds and (y)
          any increase in Current Assets, other than cash and Cash Equivalent
          Investments, over Current Liabilities of any entity acquired by
          Holdings or any of its Subsidiaries and which occurs prior to the date
          of such acquisition),

               (xii) the aggregate amount of cash expended by Gentek Holdings
          and its Subsidiaries during such Fiscal Year in respect of Steel Peel
          Warranty Claims (including the costs, charges, fees and expenses of
          litigation with respect thereto) to the extent financed with
          internally generated cash flow of Gentek Holdings and its Subsidiaries
          or with Revolving Loans or Swingline Loans and for which Gentek
          Holdings and its Subsidiaries or the U.S. Borrower have not been
          reimbursed or indemnified (it being understood and agreed that, in the
          event any such reimbursement or indemnification is received in a
          Fiscal Year subsequent to the Fiscal Year in which the corresponding
          payment was made by Gentek Holdings and its Subsidiaries and deducted
          in determining Excess Cash Flow, the amount of such reimbursement or
          indemnity shall be added in determining Excess Cash Flow for such
          subsequent Fiscal Year),

               (xiii) the aggregate amount of cash contributions to U.S. Pension
          Plans and Canadian Pension Plans by Holdings and its Subsidiaries
          during such Fiscal Year made pursuant to any pension benefit laws of
          any jurisdiction, and

               (xiv) the amount of any cash actually paid by Holdings or any of
          its Subsidiaries in connection with reserves established in accordance
          with GAAP.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Exemption Certificate" is defined in clause (e) of Section 4.6.

                                      -21-
<PAGE>
          "Existing Title Policies" means each title insurance policy delivered
to the U.S. Administrative Agent pursuant to the Original Credit Agreement.

          "Facility" means, as the context may require, the U.S. Facility and/or
the Canadian Facility.

          "Fee Letter" means the confidential letter captioned "Fee Letter",
dated December 6, 2004, among UBS Loan Finance LLC, UBS Securities LLC, Citicorp
North America, Inc., Citigroup Global Markets Inc., Holdings and AMI.

          "Filing Statements" means collectively all UCC financing statements
(Form UCC-1) or other similar financing statements and UCC termination
statements (Form UCC-3) or other similar financing statements.

          "Fiscal Quarter" means a quarter ending on the Saturday of the 13th,
26th, 39th or 52nd (or 53rd, as applicable) week of each calendar year.

          "Fiscal Year" means the last day of the fourth Fiscal Quarter;
references to a Fiscal Year with a number corresponding to any calendar year
(e.g., the "2003 Fiscal Year") refer to the Fiscal Year ending on the last day
of the fourth Fiscal Quarter of such Fiscal Year.

          "Fixed Charge Coverage Ratio" means, as of the last day of any Fiscal
Quarter, the ratio computed for the period consisting of such Fiscal Quarter and
each of the three immediately preceding Fiscal Quarters of:

          (a) (i) EBITDA (for all such Fiscal Quarters) of Holdings and its
     Subsidiaries minus all Capital Expenditures of Holdings and its
     Subsidiaries made during such period (other than (x) Capital Expenditures
     constituting Permitted Acquisitions permitted under Section 7.2.5 and (y)
     Capital Expenditures to the extent funded from the proceeds of (i) an
     incurrence of Indebtedness, (ii) an issuance of Capital Stock or a capital
     contribution or (iii) an asset sale or a Casualty Event)

          to

          (b) to the extent included in EBITDA for such Fiscal Quarters, the sum
     (for all such Fiscal Quarters) of, without duplication, (i) Interest
     Expense of Holdings and its Subsidiaries during such period, (ii) scheduled
     principal repayments of Indebtedness of Holdings and its Subsidiaries
     required to be made in cash during such period, and (iii) all income Taxes
     paid in cash by Holdings and its Subsidiaries during such period (net of
     any cash refunds received during such period).

          "Fixed Rate Loan" means a Eurodollar Loan or a Canadian BA.

          "Foreign Permitted Acquisition" means a Permitted Acquisition, whether
of Capital Stock, assets or otherwise, of a Person or a business which, as of
the time of such Permitted Acquisition, either (i) is incorporated or organized
in a jurisdiction other than the United States (a "Non-U.S. Jurisdiction") or
(ii) had more than 15% of its assets located in a Non-U.S. Jurisdiction or
derived more than 15% of its annual revenues from operations and business
located in Non-U.S. Jurisdictions.

                                      -22-
<PAGE>
          "Foreign Pledge Agreement" means any supplemental pledge agreement
governed by the laws of a jurisdiction other than the United States or a State
thereof executed and delivered by the U.S. Borrower or any of its Subsidiaries
pursuant to the terms of this Agreement, in form and substance reasonably
satisfactory to the Agents, as may be necessary or desirable under the laws of
organization or incorporation of a Subsidiary to further protect or perfect the
Lien on and security interest in any Collateral (as defined in the applicable
Security and Pledge Agreement) as amended, supplemented, amended and restated or
otherwise modified from time to time.

          "Foreign Subsidiary" means any Subsidiary of the U.S. Borrower which
is not a U.S. Person as defined in Section 7701(a)(30) of the Code.

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

          "GAAP" is defined in Section 1.4.

          "Gentek" is defined in the preamble.

          "Gentek Acquisition Agreement" means a stock purchase agreement dated
as of July 31, 2003 by and among, AMI, Gentek Holdings, Inc., the Ontario
Teachers Pension Plan Board and certain holders of the capital stock of Gentek
Holdings, Inc.

          "Gentek Acquisition Documents" means the Gentek Acquisition Agreement
and all documents, agreements and other instruments (including all opinions and
certificates) delivered in connection therewith, in each case, as amended,
supplemented, amended and restated or otherwise modified from time to time.

          "Gentek U.S." means Gentek Building Products, Inc., a Delaware
corporation.

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

          "Granting Bank" is defined in clause (f) of Section 12.11.

          "Guarantors" means, collectively, Superholdco, Holdings, the U.S.
Borrower and each Subsidiary Guarantor.

          "Guaranty" means, as the context may require Superholdco Guaranty, the
Holdings Guaranty, the U.S. Borrower Guaranty, the U.S. Subsidiary Guaranty
and/or the Canadian Subsidiary Guaranty.

          "Harvest Fee" is defined in the Harvest Management Agreement.

          "Harvest Management Agreement" means the amended and restated
management agreement, dated as of December 23, 2004, between AMI and Harvest
Partners, as amended,

                                      -23-
<PAGE>
supplemented, amended and restated or otherwise modified in accordance with the
terms of this Agreement.

          "Harvest Partners" means Harvest Partners, Inc.

          "Hazardous Material" means (i) any "hazardous substance", as defined
by CERCLA, (ii) any "hazardous waste", as defined by the Resource Conservation
and Recovery Act, as amended, (iii) any solid waste that is generated in the
diagnosis, treatment (e.g., provision of medical services) or immunization of
human beings or animals, in research pertaining thereto, or in the production or
testing of biologicals, and (iv) any pollutant or contaminant or hazardous,
dangerous or toxic chemical, material or substance (including, without
limitation, crude oil and any petroleum product) subject to regulation, or which
can give rise to liability, under any Environmental Law.

          "Hedging Obligations" means, with respect to any Person, all
liabilities of such Person under currency exchange agreements, interest rate
swap agreements, interest rate cap agreements and interest rate collar
agreements, and, without limiting the generality of the foregoing, all other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates or currency exchange rates.

          "herein", "hereof", "hereto", "hereunder" and similar terms contained
in any Loan Document refer to such Loan Document as a whole and not to any
particular Section, paragraph or provision of such Loan Document.

          "Holdings" is defined in the preamble.

          "Holdings Guaranty" means the Obligations of Holdings undertaken
pursuant to Article IX.

          "Holdings Pledge Agreement" means the Security and Pledge Agreement
executed and delivered by an Authorized Officer of Holdings pursuant to the
Original Credit Agreement, substantially in the form of Exhibit G-1 hereto, as
amended, supplemented, amended and restated or otherwise modified from time to
time.

          "Impermissible Qualification" means any qualification or exception to
the opinion or certification of any independent public accountant as to any
financial statement of Holdings, the U.S. Borrower or any other Obligor (i)
which is of a "going concern" or similar nature, (ii) which relates to the
limited scope of examination of matters relevant to such financial statement, or
(iii) which relates to the treatment or classification of any item in such
financial statement and which, as a condition to its removal, would require an
adjustment to such item the effect of which would be to cause Holdings, the U.S.
Borrower or such other Obligor to be in Default.

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

                                      -24-
<PAGE>
          "Indebtedness" of any Person means, without duplication:

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

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

          (c) all Capitalized Lease Liabilities of such Person;

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

          (e) whether or not so included as liabilities in accordance with GAAP,
     all obligations of such Person to pay the deferred purchase price of
     property or services (excluding trade accounts payable in the ordinary
     course of business) and indebtedness secured by (or for which the holder of
     such indebtedness has an existing right, contingent or otherwise, to be
     secured by) a Lien on property owned or being acquired by such Person
     (including indebtedness arising under conditional sales or other title
     retention agreements), whether or not such indebtedness shall have been
     assumed by such Person or is limited in recourse (provided that to the
     extent such indebtedness is not assumed by such Person or the recourse
     against such Person by the obligee of such indebtedness is limited to the
     assets so secured, the amount of such indebtedness shall be deemed to be
     the lesser of (x) the aggregate amount of such indebtedness and (y) the
     fair market value of the assets securing such indebtedness);

          (f) all obligations arising under Synthetic Leases of such Person;

          (g) all Redeemable Capital Stock of such Person; and

          (h) all Contingent Liabilities of such Person in respect of any of the
     foregoing.

          The Indebtedness of any Person shall include, without duplication, the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result
of such Person's ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness provide that such Person is
not liable therefor.

          "Indemnified Liabilities" is defined in Section 12.4.

          "Indemnified Parties" is defined in Section 12.4.

          "Interbank Reference Rate" means the interest rate expressed as a
percentage per annum which is customarily used by the Canadian Administrative
Agent when calculating interest due by it or owing to it arising from correction
of errors between it and other chartered banks.

          "Interco Subordination Agreement" means an Intercompany Subordination
Agreement, substantially in the form of Exhibit J hereto, executed and delivered
by two or more

                                      -25-
<PAGE>
Obligors pursuant to the terms of this Agreement, as amended, supplemented,
amended and restated or otherwise modified from time to time.

          "Intercompany Note" means, with respect to the U.S. Borrower or any of
its Subsidiaries, as the maker thereof, a promissory note substantially in the
form of Exhibit A to the relevant Security and Pledge Agreement (with such
modifications as the applicable Administrative Agent may consent to, such
consent not to be unreasonably withheld), which promissory note shall be duly
endorsed and pledged by the payee in favor of the applicable Administrative
Agent.

          "Interest Coverage Ratio" means, as of the last day of any Fiscal
Quarter, the ratio computed for the period consisting of such Fiscal Quarter and
each of the three immediately preceding Fiscal Quarters of:

          (a) EBITDA (for all such Fiscal Quarters) of Holdings and its
     Subsidiaries

          to

          (b) the sum (for all such Fiscal Quarters) of Interest Expense of
     Holdings and its Subsidiaries during such period.

          "Interest Expense" means, with respect to any Person for any Fiscal
Quarter, the aggregate interest expense (both accrued and paid) of such Person
and its Subsidiaries for such Fiscal Quarter that has been paid or is payable in
cash, including the portion of any payments made in respect of Capitalized Lease
Liabilities allocable to interest expense (net of investment interest income
paid during such period to Holdings or any of its Subsidiaries and excluding any
interest on the deferred portion of the Harvest Fee, the Investcorp Fee and the
Special Bonus, in each case to the extent such amounts are excluded from the
definition of "Total Debt").

          "Interest Period" means, (i) relative to any Eurodollar Loan, the
period beginning on (and including) the date on which such Eurodollar Loan is
made or continued as, or converted into, a Eurodollar Loan pursuant to Sections
2.3 or 2.4 and shall end on (but exclude) the day which numerically corresponds
to such date one, two, three, six, or if then available to each applicable
Lender, nine or twelve months thereafter (or, if such month has no numerically
corresponding day, on the last Business Day of such month), as the applicable
Borrower may select in its relevant notice pursuant to Sections 2.3 or 2.4 and
(ii) relative to any Canadian BA or Acceptance Note, the period beginning on
(and including) the date on which such Canadian BA is accepted or rolled over
pursuant to Section 2.4 or such Acceptance Note is issued pursuant to Section
2.9.3 and continuing to (but excluding) the date which is approximately 30, 60,
90 or 180 days thereafter as the Canadian Borrower may select in its relevant
notice pursuant to Section 2.3 or 2.4; provided that (a) the Borrowers shall not
be permitted to select Interest Periods to be in effect at any one time which
have expiration dates occurring on more than fifteen different dates (provided
that the Canadian Borrower shall not be permitted to select Interest Periods to
be in effect at any one time which have expiration dates occurring on more than
five different dates), (b) if such Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
following Business Day (unless such next following Business Day is the first
Business Day of a calendar month, in which case such Interest Period shall end

                                      -26-
<PAGE>
on the Business Day next preceding such numerically corresponding day) and (c)
no Interest Period for any Loan may end later than the Stated Maturity Date for
such Loan.

          "Investcorp" is defined in the recitals hereto.

          "Investcorp Fee" is defined in the Investcorp Management Agreement.

          "Investcorp Investor Group" means, collectively, Investcorp, certain
affiliated entities and other international investors.

          "Investcorp Management Agreement" means the management agreement,
dated as of December 23, 2004, between AMI and Investcorp, as amended,
supplemented, amended and restated or otherwise modified in accordance with the
terms of this Agreement.

          "Investment" means, relative to any Person, (i) any loan, advance or
extension of credit made by such Person to any other Person, including (A) the
issuance of any letter of credit with respect to which such Person is obligated
to reimburse the issuer thereof for drawings thereunder and any other Person is
the account party with respect to such letter of credit and (B) the purchase by
such Person of any bonds, notes, debentures or other debt securities of any
other Person (exclusive of receivables owing to such Person to the extent
created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms of such Person), and (ii)
any Capital Stock held by such Person in any other Person. The amount of any
Investment shall be the original principal or capital amount thereof less all
returns of principal or equity thereon and shall, if made by the transfer or
exchange of property other than cash, be deemed to have been made in an original
principal or capital amount equal to the fair market value of such property at
the time of such Investment.

          "ISP Rules" is defined in Section 12.9.

          "Issuance Request" means, as the context may require, a U.S. Issuance
Request and/or a Canadian Issuance Request.

          "Issuer" means, as the context may require, a Canadian Issuer and/or a
U.S. Issuer.

          "Joint Lead Arrangers" is defined in the preamble.

          "Lender Assignment Agreement" means an assignment agreement
substantially in the form of Exhibit K hereto.

          "Lender Default" means (i) the refusal (which has not been retracted)
or other failure of a Lender to make available its portion of any Borrowing or
to fund its portion of any unreimbursed payment under Section 2.6.1 or (ii) a
Lender having notified the applicable Borrower or the applicable Administrative
Agent in writing that it does not intend to comply with its obligations under
Section 2.1 or 2.6.1, including in either case as a result of any takeover of
such Lender by any Governmental Authority.

          "Lenders" is defined in the preamble and includes each Person that
becomes a Lender pursuant to Section 12.11.

                                      -27-
<PAGE>
          "Lender's Environmental Liability" means any and all losses,
liabilities, obligations, penalties, claims, litigation, demands, defenses,
costs, judgments, suits, proceedings, damages (including consequential damages),
disbursements or expenses of any kind or nature whatsoever (including reasonable
attorneys' fees at trial and appellate levels and experts' fees and
disbursements and expenses incurred in investigating, defending against or
prosecuting any litigation, claim or proceeding) which may at any time be
imposed upon, incurred by or asserted or awarded against any Agent, any Lender,
any Issuer or any of such Person's Affiliates, shareholders, directors,
officers, employees, and agents in connection with or arising from:

          (a) any Hazardous Material on, in, under or affecting all or any
     portion of any property of the U.S. Borrower, Holdings or any of their
     respective Subsidiaries, the groundwater thereunder, or any surrounding
     areas thereof to the extent caused by Releases from the U.S. Borrower's,
     Holdings' or any of their respective Subsidiaries' or any of their
     respective predecessors' properties;

          (b) any misrepresentation, inaccuracy or breach of any warranty,
     contained or referred to in Section 6.13;

          (c) any violation or claim of violation by the U.S. Borrower, Holdings
     or any of their respective Subsidiaries of any Environmental Laws; or

          (d) the imposition of any lien for damages caused by or the recovery
     of any costs for the cleanup, Release or threatened Release of Hazardous
     Material by the U.S. Borrower, Holdings or any of their respective
     Subsidiaries, or in connection with any property owned or formerly owned by
     the U.S. Borrower, Holdings or any of their respective Subsidiaries.

          "Letter of Credit" means, as the context may require, a U.S. Letter of
Credit and/or a Canadian Letter of Credit.

          "Letter of Credit Commitment Amount" means, as the context may
require, the U.S. Letter of Credit Commitment Amount and/or the Canadian Letter
of Credit Commitment Amount.

          "Letter of Credit Outstandings" means, as the context may require, the
U.S. Letter of Credit Outstandings and/or the Canadian Letter of Credit
Outstandings.

          "Leverage Ratio" means, as of the last day of any Fiscal Quarter, the
ratio of:

          (a) Total Debt outstanding on the last day of such Fiscal Quarter

          to

          (b) EBITDA of Holdings and its Subsidiaries computed for the period
     consisting of such Fiscal Quarter and each of the three immediately
     preceding Fiscal Quarters.

          "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against property, or

                                      -28-
<PAGE>
other priority or preferential arrangement of any kind or nature whatsoever, to
secure payment of a debt or performance of an obligation.

          "Loan" means, as the context may require, a Revolving Loan, a Term
Loan and/or a Swing Line Loan of any type and shall include without limitation
all Canadian BAs in respect of which any Lender has not received payout in full.
References herein to the "principal amount" of a Loan shall, when referring to a
Canadian BA, mean the face amount thereof.

          "Loan Documents" means, collectively, (i) this Agreement, the Letters
of Credit, the Notes, the Acceptance Notes, Canadian BAs, the Fee Letter (solely
for purposes of Article VIII and Section 12.9), each Collateral Document, each
Guaranty and the Amendment Agreement and (ii) each other agreement, certificate,
document or instrument delivered in connection with any Loan Document and
designated to be a "Loan Document", whether or not specifically mentioned herein
or therein, including, solely for purposes of the Collateral Documents and the
Guaranties, all Rate Protection Agreements.

          "Management Agreements" means, collectively, the Harvest Management
Agreement and the Investcorp Management Agreement.

          "Management Investors" is defined in clause (m) of Section 7.2.5.

          "Management Loans" is defined in clause (m) of Section 7.2.5.

          "Management Shares" is defined in clause (m) of Section 7.2.5.

          "Material Adverse Effect" means a material adverse effect on the
condition (financial or otherwise), business, operations, assets, liabilities
(contingent or otherwise), properties or prospects of Holdings and its
Subsidiaries, taken as a whole.

          "Material Subsidiary" means each Subsidiary of the U.S. Borrower other
than a Non-Material Subsidiary.

          "Material Transaction Documents" means each of the Stock Purchase
Agreement, each Other Debt Document, the Senior Subordinated Notes Indenture,
the Superholdco Senior Discount Note Indenture and the Management Agreements, in
each case as amended, supplemented, amended and restated or otherwise modified
from time to time in accordance with the terms of this Agreement.

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

          "Mortgage" means each Original Mortgage and each mortgage, deed of
trust or agreement executed and delivered by any Obligor in favor of an
Administrative Agent for the benefit of the applicable Secured Parties pursuant
to the requirements of this Agreement, under which a Lien is granted on the real
property and fixtures described therein, in form and substance reasonably
satisfactory to the Agents, in each case as amended, supplemented, amended and
restated or otherwise modified from time to time.

          "Mortgage Amendment" means amended mortgages or deeds of trust from
the U.S. Borrower, as mortgagor, grantor, trustor or otherwise, to the U.S.
Administrative Agent, as

                                      -29-
<PAGE>
mortgagee, beneficiary or otherwise, in respect of each of the Original
Mortgages, in each case amended in form and substance reasonably satisfactory to
the Administrative Agents and as the same may be further amended from time to
time.

          "Net Casualty Proceeds" means, with respect to any Casualty Event, the
amount of any Casualty Proceeds (net of (i) taxes actually paid or estimated by
Holdings or any of its Subsidiaries (in good faith) to be payable in cash in
connection with such Casualty Event and (ii) all reasonable collection expenses
thereof and other reasonable costs associated therewith); provided that if the
amount of any estimated taxes exceeds the amount of taxes actually required to
be paid in cash in respect of such Casualty Event within 12 months of such
Casualty Event, the aggregate amount of such excess shall, at the end of such
12-month period, constitute Net Casualty Proceeds.

          "Net Debt Proceeds" means with respect to the incurrence, sale or
issuance after the Amendment Effective Date by Holdings or any of its
Subsidiaries of any Indebtedness (other than any Indebtedness permitted by
Section 7.2.2, except for the incurrence of Qualified Subordinated Debt in
excess of $50,000,000), the excess of:

          (a) the gross cash proceeds received by such Person from such
     incurrence, sale or issuance, over

          (b) all customary underwriting commissions and discounts and customary
     legal, investment banking, brokerage and accounting and other professional
     fees, sales commissions and disbursements actually incurred in connection
     with such incurrence, sale or issuance which have not been paid to a
     Sponsor or any of its Affiliates in connection therewith (other than those
     fees and expenses set forth in the Management Agreements).

          "Net Disposition Proceeds" means, with respect to any Disposition of
any assets after the Amendment Effective Date of Holdings or any of its
Subsidiaries (other than Dispositions permitted pursuant to clause (a), (b),
(c), (e), (f), (g), (i) or (j) of Section 7.2.11), the excess of

          (a) the gross cash proceeds received by such Person from any such
     Disposition and any cash payments received in respect of promissory notes
     or other non-cash consideration delivered to such Person in respect thereof
     (other than payments in respect of interest), over

          (b) the sum (without duplication) of (i) all customary legal,
     investment banking, brokerage, appraisal and accounting and other
     professional fees and disbursements actually incurred in connection with
     such Disposition which have not been paid to a Sponsor or any of its
     Affiliates in connection therewith (other than those fees and expenses set
     forth in the Management Agreements, (ii) all taxes and other governmental
     costs and expenses actually paid or estimated by such Person (in good
     faith) to be payable in cash in connection with such Disposition, (iii) in
     respect of any such Disposition, the amount, if any, reserved by Holdings
     or any of its Subsidiaries, as the case may be, in respect of any
     post-closing purchase price adjustments related to such Disposition,
     estimated (if necessary) in good faith by management of Holdings or such
     Subsidiary, as the

                                      -30-
<PAGE>
     case may be, (iv) the portion of the purchase price in respect of any such
     Disposition which is placed in escrow to secure the payment by Holdings or
     any of its Subsidiaries, as the case may be, in respect of any indemnity or
     similar obligations of such Person in respect of such Disposition, and (v)
     payments made by such Person to retire Indebtedness (other than the Credit
     Extensions) or other unassumed liabilities related to the assets Disposed,
     in each case of such Person where payment and satisfaction of such
     Indebtedness or other liabilities is required in connection with such
     Disposition;

provided that if, (x) after the payment of all taxes with respect to such
Disposition, the amount of estimated taxes, if any, pursuant to clause (b)(ii)
above exceeded the tax amount actually paid in cash in respect of such
Disposition, the aggregate amount of such excess shall, at such time, constitute
Net Disposition Proceeds and (y) in the event that the amount reserved in
respect of any post-closing purchase price adjustment (referred to in clause
(b)(iii) above) or the amount placed in escrow in respect of any indemnity or
similar claims (referred to in clause (b)(iv) above) exceeds the amount actually
paid in respect of any such adjustments or claims, such excess amount shall, at
the time of determination thereof, constitute Net Disposition Proceeds.

          "Net Equity Proceeds" means with respect to the sale or issuance after
the Amendment Effective Date by Holdings (or any direct or indirect parent
company thereof) of any of its Capital Stock in a registered public offering
under the Securities Act of 1933, the excess of

          (a) the gross cash proceeds received by Holdings (or any direct or
     indirect parent company thereof and contributed to Holdings) from such
     sale, exercise or issuance, over

          (b) all customary underwriting commissions and discounts and customary
     legal, investment banking, brokerage and accounting and other professional
     fees, sales commissions and disbursements actually incurred in connection
     with such sale or issuance which have not been paid to a Sponsor or any of
     its Affiliates in connection therewith (other than those fees and expenses
     set forth in the Management Agreements).

          "Net Income" means, with respect to any Person for any period, the
aggregate of all amounts (excluding all amounts in respect of extraordinary
gains and extraordinary non-cash losses, but including and together with all
amounts in respect of extraordinary cash losses; provided that, for purposes of
determining Net Income in any such period, the amount of any such extraordinary
cash losses for such period, if any, shall be reduced to the extent of any
extraordinary cash gains for such period) which would be included as net income
on the consolidated financial statements of such Person and its Subsidiaries for
such period; provided that the portion of Net Income of any Subsidiary of such
Person that is not a Borrower or a Subsidiary Guarantor shall be excluded from
Net Income to the extent that the declaration or payment of dividends or similar
distributions by such Person of that portion of such Net Income is not at the
date of determination permitted without any prior governmental approval that has
not been obtained or, directly or indirectly, by operation of the terms of its
Organic Documents or any agreement (other than an agreement with Holdings or its
Subsidiaries), instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to such Person or its stockholders.

                                      -31-
<PAGE>
          "Non-Excluded Taxes" means any Taxes other than net income, profits,
gains and franchise taxes imposed with respect to any Secured Party by a
Governmental Authority under the laws of which such Secured Party is organized
or in which it maintains its principal office or applicable lending office.

          "Non-Material Subsidiary" means any Subsidiary that

          (a) accounted for no more than 5% (and, when taken together with all
     other Non-Material Subsidiaries, accounted for no more than 10% in the
     aggregate) of consolidated revenues of Holdings and its Subsidiaries for
     the four consecutive Fiscal Quarters ending on September 30, 2004, or if
     later, the last day of the most recently completed Fiscal Quarter with
     respect to which, pursuant to Section 7.1.1, financial statements have
     been, or are required to have been, delivered to the Administrative Agents,
     and

          (b) has assets which represent no more than 5% (and, when taken
     together with all other Non-Material Subsidiaries, represent no more than
     10% in the aggregate) of the consolidated assets of Holdings and its
     Subsidiaries as of September 30, 2004, or if later, the last day of the
     last Fiscal Quarter of the most recently completed Fiscal Quarter with
     respect to which, pursuant to Section 7.1.1, financial statements have
     been, or are required to have been, delivered to the Administrative Agents.

          "Non-U.S. Jurisdiction" is defined within the definition of Foreign
Permitted Acquisition.

          "Non-U.S. Lender" means any Lender that is not a "United States
person", as defined under Section 7701(a)(30) of the Code or any applicable
successor provision.

          "Note" means, as the context may require, a Revolving Note, a Term
Note and/or a Swing Line Note.

          "Notional BA Proceeds" means, relative to a particular Canadian Loan
by way of Canadian BAs, the aggregate face amount of such Canadian BAs less the
aggregate of:

          (a) a discount from the aggregate face amount of such Canadian BAs
     calculated in accordance with normal market practice based on the Canadian
     BA Rate for the term of such Canadian BAs; and

          (b) an acceptance fee calculated at the rate per annum, on the basis
     of a year of 365 days or 366 days, as the case may be, equal to the
     Applicable Canadian BA Stamping Fee on the face amount of such Canadian BA
     for its term, being the actual number of days in the period commencing on
     the date of acceptance by such Lender of such Canadian BA and continuing to
     (but excluding) the maturity date of such Canadian BA, such acceptance fee
     to be non-refundable and fully earned when due.

          "Obligations" means all obligations (monetary or otherwise, whether
absolute or contingent, matured or unmatured) of each Obligor arising under or
in connection with a Loan Document (or, in the case of Superholdco arising under
or in connection with the Superholdco Guaranty or Superholdco Pledge Agreement),
including the principal of and premium, if any,

                                      -32-
<PAGE>
and interest (including interest accruing during the pendency of any proceeding
of the type described in Section 8.1.9, whether or not allowed in such
proceeding) on the Loans and all Reimbursement Obligations.

          "Obligor" means, as the context may require, Superholdco, Holdings,
the Borrowers, and each other Person (other than a Secured Party) obligated
under any Loan Document.

          "Organic Document" means, relative to any Obligor, as applicable, its
certificate of incorporation, by-laws, certificate of partnership, partnership
agreement, certificate of formation, limited liability agreement, operating
agreement and all shareholder agreements, voting trusts and similar arrangements
applicable to any of such Obligor's partnership interests, limited liability
company interests or authorized shares of Capital Stock.

          "Original Closing Date" means August 29, 2003.

          "Original Collateral" is defined in the recitals hereto.

          "Original Collateral Documents" is defined in the recitals hereto.

          "Original Credit Agreement" is defined in the recitals hereto.

          "Original Lenders" is defined in the recitals hereto.

          "Original Loans" is defined in the recitals hereto.

          "Original Mortgage" means any Mortgage executed and delivered pursuant
to the Original Credit Agreement including, without limitation, the Mortgages
identified on Schedule IV attached hereto and made a part hereof.

          "Original Obligations" is defined in the recitals hereto.

          "Original Term Loans" is defined in the recitals hereto.

          "Other Debt Documents" means, collectively, each of the loan
agreements, indentures, note purchase agreements, promissory notes, guarantees
and other instruments and agreements evidencing the terms of any Indebtedness
constituting or evidenced by, as the case may be, the Senior Subordinated Note
Indenture, any Qualifying Subordinated Debt, any Permitted Seller Notes or any
Indebtedness of the type described in clause (n) of Section 7.2.2, in each case,
as amended, supplemented, amended and restated or otherwise modified in
accordance with the terms of this Agreement.

          "Other Person" is defined in the definition of "Subsidiary".

          "Other Taxes" means any and all stamp, documentary or similar taxes,
or any other excise or property taxes or similar levies (including interest and
penalties with regard thereto) that arise on account of any payment made or
required to be made under any Loan Document or from the execution, delivery,
registration, recording or enforcement of any Loan Document.

                                      -33-
<PAGE>
          "Parent" means each of Parentholdco, Superholdco, Holdings and any
other direct or indirect parent of the U.S. Borrower.

          "Parentholdco" is defined in the recitals hereto.

          "Parentholdco Notes" means the unsecured notes due 2014 issued by
Parentholdco on December 23, 2004, in an aggregate amount of $75,000,000.

          "Parentholdco Notes Indenture" means the indenture dated December __,
2004 between Parentholdco and U.S. Bank National Association, as trustee,
pursuant to which the Parentholdco Notes were issued.

          "Participant" is defined in clause (b) of Section 12.11.

          "Patent Security Agreement" means any Patent Security Agreement
executed and delivered by any Obligor in substantially the form of Exhibit B to
the applicable Security and Pledge Agreement, as amended, supplemented, amended
and restated or otherwise modified from time to time.

          "Payment Default" means any Default described in Section 8.1.1.

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

          "Percentage" means, as the context may require, any Lender's Revolving
Loan Percentage and/or Term Loan Percentage.

          "Perfection Certificate" means the Perfection Certificate executed and
delivered by an Authorized Officer of an Obligor pursuant to Section 7.1.9,
substantially in the form of Exhibit H hereto, as amended, supplemented, amended
and restated or otherwise modified from time to time.

          "Permitted Acquisition" means an acquisition, whether pursuant to a
merger or an acquisition of Capital Stock, assets or otherwise, by the U.S.
Borrower or any of its Subsidiaries of all or substantially all of the assets or
Capital Stock of any Person (or any part of the assets constituting all or
substantially all of a business or line of business of any Person), whether or
not such acquisition is effected in a single transaction or in a series of
related transactions, and as to which the following conditions are satisfied:

          (a) immediately before and after giving effect to such acquisition, no
     Default shall have occurred and be continuing or would result therefrom
     (including under Section 7.2.1);

          (b) such acquisition is consummated pursuant to a negotiated merger,
     purchase or similar agreement between the U.S. Borrower and/or any of its
     Subsidiaries, on the one hand, and such Person and/or any of its
     Affiliates, on the other hand;

                                      -34-
<PAGE>
          (c) in the case of an acquisition of Capital Stock by the U.S.
     Borrower or a Subsidiary, such acquisition results in the issuer of such
     Capital Stock becoming a wholly-owned Subsidiary of the U.S. Borrower;

          (d) consideration for such acquisition shall be comprised of Capital
     Stock of Holdings (or any direct or indirect parent company thereof), the
     issuance of one or more Permitted Seller Notes, the assumption, incurrence
     or issuance of Indebtedness permitted under clause (l) of Section 7.2.2
     and/or cash and the aggregate amount of the consideration for such
     acquisition (based on the fair market value of Capital Stock issued, the
     amount of Indebtedness issued and/or assumed and the cash expended in
     connection therewith) shall not exceed $25,000,000 and, when added to the
     total aggregate amount of consideration for all other such acquisitions
     pursuant to this subclause (d) since the Original Closing Date, shall not
     exceed $75,000,000 (provided that either of the foregoing amounts may be
     increased by up to $25,000,000 to the extent such acquisitions are financed
     with new equity proceeds or Capital Stock of Holdings (or any direct or
     indirect parent company thereof); provided, further, that Foreign Permitted
     Acquisitions shall not exceed $25,000,000 in the aggregate over the term of
     this Agreement, except to the extent financed with new equity proceeds (not
     otherwise subject to clause (h) of Section 3.1.1) received by Holdings (or
     any direct or indirect parent company thereof) or Capital Stock of
     Holdings) (or any direct or indirect parent company thereof);

          (e) immediately after giving effect to such acquisition, at least
     $15,000,000 of all Revolving Loan Commitment Amounts shall be unused;

          (f) in the case of any acquisition in which the total aggregate amount
     of consideration therefor is in excess of $2,500,000, Holdings shall have
     delivered to the Agents a Compliance Certificate for the period of four
     full Fiscal Quarters immediately preceding such acquisition for which
     financial statements are available (prepared in good faith and in a manner
     and using such methodology which is consistent with the most recent
     financial statements delivered pursuant to Section 7.1.1) giving pro forma
     effect to the consummation of such acquisition and evidencing compliance
     with the covenants set forth in Section 7.2.4 and the preceding clauses (a)
     through (e); and

          (g) with respect to any such acquisition which requires the delivery
     of a Compliance Certificate pursuant to clause (f) above, if, based upon
     such Compliance Certificate, such acquisition does not, immediately after
     giving effect thereto, increase the EBITDA of Holdings and its Subsidiaries
     on a Pro Forma Basis, Holding's Leverage Ratio (as computed in such
     Compliance Certificate) for the period of four full Fiscal Quarters
     immediately preceding such acquisition (prepared in good faith and in a
     manner and using such methodology which is consistent with the most recent
     financial statements delivered pursuant to Section 7.1.1), after giving pro
     forma effect to the consummation of such acquisition, shall be equal to or
     below 3.50:1.

          "Permitted Holders" means, collectively, Harvest Partners, Investcorp
Investor Group, their respective controlled affiliates and funds controlled by
Harvest Partners, Investcorp Investor Group and such affiliates ("control" (and
its derivatives) of a Person, for the purposes of this definition of "Permitted
Holders," means the power, directly or indirectly, to direct or cause

                                      -35-
<PAGE>
the direction of the management, policies and investment decisions of such
Person (whether by contract or otherwise)).

          "Permitted Liens" means Liens permitted pursuant to Section 7.2.3.

          "Permitted Refinancing Indebtedness" means any Indebtedness issued in
exchange for, or the net proceeds of which are used to extend, refinance, renew,
replace, defease or refund (collectively, to "Refinance"), the Indebtedness
being Refinanced (or previous refinancing thereof constituting Permitted
Refinancing Indebtedness); provided that (a) the Weighted Average Life to
Maturity of such Permitted Refinancing Indebtedness is greater than or equal to
that of the Indebtedness being Refinanced, (b) if the Indebtedness being
Refinanced is subordinated in right of payment to the Obligations under the Loan
Documents, such Permitted Refinancing Indebtedness shall be subordinated in
right of payment to such Obligations on terms at least as favorable to the
Lenders as those contained in the documentation governing the Indebtedness being
Refinanced and (c) no Permitted Refinancing Indebtedness shall have different
obligors, or greater guarantees or security, than the Indebtedness being
Refinanced.

          "Permitted Seller Note" means an unsecured subordinated promissory
note issued by a Parent or a Borrower in connection with a Permitted Acquisition
consummated by such Borrower, which note (i) provides for a final stated
maturity date that is not prior to the first anniversary of the latest Stated
Maturity Date for any Tranche then in effect of all Loans hereunder (but which
may provide for scheduled amortization of the original principal amount thereof
on each anniversary of the issuance thereof to the extent each such required
amortization payment does not exceed 20% of the original principal amount
thereof), (ii) bears cash interest at an annual rate not in excess of 10%,
although any such interest payable in excess of 10% per annum either shall be
payable with the issuance of additional promissory notes in form and substance
substantially similar to such promissory note (it being understood and agreed
that each such additional promissory note shall constitute a Permitted Seller
Note) or shall continue to accrue, (iii) does not provide the holders thereof
with the guaranty of any Subsidiary of either Borrower, (iv) does not contain
any financial maintenance covenants or any cross-default provisions (it being
understood that a cross-acceleration provision with respect to Indebtedness in
an aggregate principal amount in excess of $10,000,000 shall be acceptable) and
(v) contains such other terms and provisions (including as to subordination, if
any) as are reasonably acceptable to each of the Agents; provided that in no
event may the aggregate principal amount of all Permitted Seller Notes exceed
$10,000,000.

          "Person" means any natural person, corporation, limited liability
company, partnership, joint venture, association, trust or unincorporated
organization, Governmental Authority or any other legal entity, whether acting
in an individual, fiduciary or other capacity.

          "Pledged Subsidiary" means each Subsidiary in respect of which an
Administrative Agent has been granted a security interest in or a pledge of (i)
any of the Capital Stock of such Subsidiary or (ii) any Intercompany Notes of
such Subsidiary owing to a Borrower or a Subsidiary Guarantor.

          "Preferred Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of preferred or preference stock of such Person.

                                      -36-
<PAGE>
          "Prepayment Percentage" means 75%; provided that with respect to each
Fiscal Year ending on or after December 31, 2004, the Prepayment Percentage
shall be reduced to 50% if the Leverage Ratio as of the last day of such Fiscal
Year is not greater than 3.50:1.

          "Primary Syndication" means the period commencing on or prior to the
Amendment Effective Date and ending on the earlier of (i) 90 days after the
Amendment Effective Date and (ii) the date that the Joint Lead Arrangers have
declared the primary syndication of the Credit Extensions to have ended.

          "Pro Forma Basis" means, with respect to any determination for any
period for any Person, after giving pro forma effect to each Permitted
Acquisition and Disposition of a Person, business or all or substantially all of
the assets of a Person or business consummated during such period, together with
all transactions relating thereto consummated during such period (including any
incurrence, assumption, refinancing or repayment of Indebtedness), as if such
Permitted Acquisition, Disposition and related transactions had been consummated
on the first day of such period, in each case based on historical results
accounted for in accordance with GAAP and, to the extent applicable, (x)
reasonable assumptions acceptable to the Agents that are specified in reasonable
detail in the relevant Compliance Certificate or other certificate furnished to
any Agent or Lender in connection with the terms of this Agreement or (y)
assumptions prepared in accordance with Regulation S-X under the Securities Act
of 1933, as amended, and the Exchange Act, and the Securities and Exchange
Commission's rules and guidelines with respect to pro forma financial statements
and that are specified in reasonable detail in the relevant Compliance
Certificate.

          "Qualified IPO" means, with respect to any Person, an initial public
offering by such Person (or any direct parent company thereof) of its Voting
Stock in a registered public offering under the Securities Act of 1933 pursuant
to which not less than 20% of such Person's (or any direct parent company
thereof) issued and outstanding Voting Stock is sold pursuant to such offering.

          "Qualifying Subordinated Debt" means unsecured senior subordinated
notes of Holdings or the U.S. Borrower in an aggregate principal amount for all
such Persons not to exceed $100,000,000 containing terms and conditions no less
favorable to such Person (other than interest rates; provided that any yield in
excess of 13% per annum shall be payable in additional unsecured senior
subordinated notes or shall be capitalized or accreted discount), and no more
favorable to the holders thereof, in each case in any material respect, than
those of the Senior Subordinated Notes or containing such other terms and
conditions (including rate of interest, maturity, covenants, events of default
and subordination provisions) reasonably acceptable to the Agents; provided
that, immediately prior to the issuance of any such notes, Holdings shall have
delivered to the Agents a Compliance Certificate for the period of four full
Fiscal Quarters immediately preceding such issuance (prepared in good faith and
in a manner and using such methodology which is consistent with the most recent
financial statements delivered pursuant to Section 7.1.1) giving pro forma
effect to such issuance and the application of the proceeds therefrom and
evidencing compliance with the covenants set forth in Section 7.2.4.

          "Quarterly Payment Date" means the last Business Day of March, June,
September and December.

                                      -37-
<PAGE>
          "Rate Protection Agreement" means, collectively, any interest rate
swap, cap, collar or similar agreement entered into by the U.S. Borrower or any
of its Subsidiaries under which the counterparty of such agreement is (or at the
time such agreement was entered into, was) a Lender or an Affiliate of a Lender,
so long as a fully executed copy of such agreement has been provided to the
Agents.

          "Recapitalization" is defined in the recitals hereto.

          "Redeemable Capital Stock" means Capital Stock of Holdings or any of
its Subsidiaries that, either by its terms or by the terms of any security into
which it is convertible or exchangeable, at the option of the holder thereof,
(i) is or upon the happening of an event (other than a voluntary call by the
issuer thereof or change of control so long as, in the case of a change of
control, all Obligations hereunder must first be paid in full or the consent of
the Required Lenders is obtained to allow such redemption) or passage of time
would be required to be redeemed (for consideration other than common stock of
Holdings or pay-in-kind Preferred Stock of Holdings) on or prior to the first
anniversary of the latest Stated Maturity Date for any Tranche then in effect of
all Loans hereunder, (ii) is redeemable at the option of the holder thereof (for
consideration other than common stock of Holdings or pay-in-kind Preferred Stock
of Holdings) at any time prior to such date or (iii) is convertible at the
option of the holder thereof into or exchangeable for debt securities of either
Borrower, Holdings or any of their respective Subsidiaries at any time prior to
such anniversary other than debt securities constituting Qualifying Subordinated
Debt.

          "Refunded Swing Line Loans" is defined in clause (b) of Section 2.3.2.

          "Reimbursement Obligation" is defined in Section 2.6.3.

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

          "Replacement Lender" is defined in Section 4.10.

          "Replacement Notice" is defined in Section 4.10.

          "Required Lenders" means, at any time,

          (a) with respect to any provision of this Agreement or any other Loan
     Document other than the taking of any remedial action under this Agreement
     or any other Loan Document following the declaration of the acceleration of
     the maturity of all or any portion of the outstanding principal amount of
     the Loans and other Obligations to be due and payable pursuant to Section
     8.3, Lenders holding at least a majority of the sum of (i) the U.S.
     Revolving Loan Commitments (or, following the U.S. Revolving Loan
     Commitment Termination Date, the aggregate principal amount of U.S.
     Revolving Loans and U.S. Swing Line Loans then outstanding plus the U.S.
     Letter of Credit Outstandings applicable to the U.S. Revolving Loan
     Commitments (after giving effect to the participation of the U.S. Lenders
     therein)), (ii) the Canadian Revolving Loan Commitments (or, following the
     Canadian Revolving Loan Commitment Termination Date, the aggregate
     principal amount of Canadian Revolving Loans and Canadian Swing Line Loans
     then outstanding (calculated, with respect to any Canadian Revolving Loans
     or Canadian

                                      -38-
<PAGE>
     Swing Line Loans denominated in Canadian Dollars, at the U.S. Dollar
     Equivalent thereof) plus the Canadian Letter of Credit Outstandings
     (calculated, with respect to any Canadian Letters of Credit denominated in
     Canadian Dollars, at the U.S. Dollar Equivalent thereof) (after giving
     effect to the participation of the Canadian Lenders therein)) and (iii) the
     Term Loan Commitments (or, following the Term Loan Commitment Termination
     Date, the aggregate principal amount of the Term Loans then outstanding);
     or

          (b) with respect to the taking of any remedial action under this
     Agreement or any other Loan Document following the declaration of the
     acceleration of the maturity of all or any portion of the outstanding
     principal amount of the Loans and other Obligations to be due and payable
     pursuant to Section 8.3, Lenders holding at least a majority of the sum of
     the aggregate principal amount of outstanding Loans (calculated, with
     respect to any Loans made in Canadian Dollars, at the U.S. Dollar
     Equivalent thereof) plus the Letter of Credit Outstandings (calculated,
     with respect to any Canadian Letters of Credit issued in Canadian Dollars,
     at the U.S. Dollar Equivalent thereof) (after giving effect to the
     participation of the Lenders therein).

          "Resource Conservation and Recovery Act" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended.

          "Restricted Payment" means the declaration or payment of any dividend
(other than dividends payable solely in Capital Stock (other than Redeemable
Capital Stock) of Holdings or any Subsidiary of Holdings) on, or the making of
any payment or distribution on account of, or setting apart assets for a sinking
or other analogous fund for, the purchase, redemption, defeasance, retirement or
other acquisition of any class of Capital Stock of Holdings or any Subsidiary or
any warrants or options to purchase any such Capital Stock, whether now or
hereafter outstanding, or the making of any other payment or distribution in
respect thereof, either directly or indirectly, whether in cash or property,
obligations of Holdings or any Subsidiary or otherwise.

          "Revolving Loan" means, as the context may require, a U.S. Revolving
Loan and/or a Canadian Revolving Loan.

          "Revolving Loan Commitment" means, as the context may require, the
U.S. Revolving Loan Commitment and/or the Canadian Revolving Loan Commitment.

          "Revolving Loan Commitment Amount" means, as the context may require,
the U.S. Revolving Loan Commitment Amount and/or the Canadian Revolving Loan
Commitment Amount.

          "Revolving Loan Commitment Termination Date" means, with respect to
the U.S. Revolving Loan Commitments, the U.S. Revolving Loan Commitment
Termination Date and with respect to the Canadian Revolving Loan Commitments,
the Canadian Revolving Loan Commitment Termination Date.

          "Revolving Loan Lender" means, as the context may require, a U.S.
Revolving Loan Lender and/or a Canadian Revolving Loan Lender.

                                      -39-
<PAGE>
          "Revolving Loan Percentage" means, as the context may require, the
U.S. Revolving Loan Percentage and/or the Canadian Revolving Loan Percentage.

          "Revolving Note" means, as the context may require, a U.S. Revolving
Note and/or a Canadian Revolving Note.

          "S&P" means Standard & Poor's Rating Services, a division of
McGraw-Hill, Inc.

          "SEC" means the Securities and Exchange Commission.

          "Secured Parties" means, subject to the last sentence of Section
7.1.9,

          (a) relative to an Interco Subordination Agreement executed by any
     Parent, the U.S. Borrower or any U.S. Subsidiary Guarantor or any
     Collateral Document executed by any Parent, Holdings, the U.S. Borrower or
     any U.S. Subsidiary Guarantor that grants a Lien to secure Obligations in
     respect of both the U.S. Facility and the Canadian Facility, (i) the
     Lenders, each Issuer and the Agents (and other Indemnified Parties set
     forth in Section 12.4), (ii) for purposes of each agreement pursuant to
     which an Administrative Agent is granted a Lien to secure any such
     Obligations or receives a guaranty by any Parent, the U.S. Borrower or any
     U.S. Subsidiary Guarantor of any such Obligations or pursuant to which any
     Person subordinates any obligation payable by Holdings or any of its
     Subsidiaries to it to such Obligations or any insurance or indemnity with
     respect to the same (including Section 12.4 hereof), each counterparty to a
     Rate Protection Agreement that is (or at the time such Rate Protection
     Agreement was entered into, was) a Lender or an Affiliate thereof, and
     (iii) in each case, each of their respective successors, transferees and
     assigns; and

          (b) relative to an Interco Subordination Agreement executed by the
     Canadian Borrower or any Canadian Subsidiary Guarantor or any Collateral
     Document executed by the Canadian Borrower or any Canadian Subsidiary
     Guarantor that grants a Lien to secure Obligations in respect of the
     Canadian Facility only, (i) the Canadian Lenders, each Canadian Issuer and
     the Canadian Administrative Agent (and other Indemnified Parties set forth
     in Section 12.4), (ii) for purposes of each agreement pursuant to which the
     Canadian Administrative Agent is granted a Lien by the Canadian Borrower or
     any Canadian Subsidiary Guarantor to secure any such Obligations or
     receives a guaranty by the Canadian Borrower or any Canadian Subsidiary
     Guarantor of any such Obligations or pursuant to which any Person
     subordinates any obligation payable by Holdings or any of its Subsidiaries
     to it to such Obligations or any insurance or indemnity with respect to the
     same (including Section 12.4 hereof), each counterparty to a Rate
     Protection Agreement entered into by the Canadian Borrower or any Canadian
     Subsidiary Guarantor that is (or at the time such Rate Protection Agreement
     was entered into, was) a Canadian Lender or an Affiliate thereof; and

          (c) in each case, each of their respective successors, transferees and
     assigns.

          "Security and Pledge Agreement" means, as the context may require, the
Superholdco Pledge Agreement, the Holdings Pledge Agreement, the U.S. Borrower
Security and

                                      -40-
<PAGE>
Pledge Agreement, a Canadian Debenture, the U.S. Subsidiary Security and Pledge
Agreement and/or a Canadian Pledge Agreement.

          "Senior Subordinated Note Indenture" means the Indenture dated as of
April 23, 2002, among the U.S. Borrower, the Subsidiary Guarantor (as defined
therein) and Wilmington Trust Company, as trustee, as amended, supplemented,
amended and restated or otherwise modified from time to time in accordance with
the terms of this Agreement.

          "Senior Subordinated Notes" means the 9-3/4% senior subordinated notes
due 2012 of the U.S. Borrower in an original aggregate principal amount of $165
million and issued pursuant to the Senior Subordinated Note Indenture.

          "Solvent" means, with respect to any Person and its Subsidiaries on a
particular date, that on such date (i) the fair value of the property of such
Person and its Subsidiaries on a consolidated basis is greater than the total
amount of liabilities, including contingent liabilities, of such Person and its
Subsidiaries on a consolidated basis, (ii) the present fair salable value of the
assets of such Person and its Subsidiaries on a consolidated basis is not less
than the amount that will be required to pay the probable liability of such
Person and its Subsidiaries on a consolidated basis on its debts as they become
absolute and matured, (iii) such Person does not intend to, and does not believe
that it or its Subsidiaries will, incur debts or liabilities beyond the ability
of such Person and its Subsidiaries to pay such debts and liabilities as the
same mature, and (iv) such Person and its Subsidiaries on a consolidated basis
is not engaged in business or a transaction, and such Person and its
Subsidiaries on a consolidated basis is not about to engage in business or a
transaction, for which the property of such Person and its Subsidiaries on a
consolidated basis would constitute an unreasonably small capital. The amount of
contingent liabilities at any time shall be computed as the amount that, in
light of all the facts and circumstances existing at such time, can reasonably
be expected to become an actual or matured liability.

          "SPC" is defined in clause (f) of Section 12.11.

          "Sponsor" means, collectively, Harvest Partners or Investcorp Investor
Group.

          "Stated Amount" means, on any date and with respect to a particular
Letter of Credit, the total amount then available to be drawn under such Letter
of Credit.

          "Stated Expiry Date" is defined in Section 2.6.

          "Stated Maturity Date" means (i) with respect to all Term Loans,
August 29, 2010, and (ii) with respect to all Revolving Loans and Swing Line
Loans, April 19, 2009.

          "Steel Peel Warranty Claims" means any warranty claims against Gentek
U.S. arising from a failure in the form of peeling of the coated surface of
certain residential siding products consisting of painted steel paneling
manufactured or produced by Gentek U.S. or one or more of its predecessors or
its business between January 1, 1992 and December 31, 1995 in product color
lines designated as (i) "885 White", "Special White", "Polar White" or "Poplar"
or (ii) an alternative name for marketing purposes corresponding to any such
name and, in each case, which used paint manufactured by The Sherwin-Williams
Company.

                                      -41-
<PAGE>
          "Stock Purchase Agreement" is defined in the recitals hereto.

          "Subordinated Debt" means unsecured subordinated Indebtedness of any
Obligor in respect of the Senior Subordinated Notes, any Permitted Seller Notes,
Qualifying Subordinated Debt or Indebtedness incurred pursuant to clause (n) of
Section 7.2.2.

          "Subordination Provisions" is defined in Section 8.1.11.

          "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership or other entity ("Other Person") of which
more than 50% of the outstanding Voting Stock of such Other Person (irrespective
of whether at the time Capital Stock of any other class or classes of such Other
Person shall or might have voting power upon the occurrence of any contingency)
is at the time directly or indirectly owned or controlled by such Person, by
such Person and one or more other Subsidiaries of such Person, or by one or more
other Subsidiaries of such Person. Unless the context otherwise specifically
requires, the term "Subsidiary" shall be a reference to a Subsidiary of the U.S.
Borrower.

          "Subsidiary Guarantor" means, as the context may require, a U.S.
Subsidiary Guarantor and/or a Canadian Subsidiary Guarantor.

          "Subsidiary Guaranty" means, as the context may require, the U.S.
Subsidiary Guaranty and/or the Canadian Subsidiary Guaranty.

          "Subsidiary Security and Pledge Agreement" means, as the context may
require, a U.S. Subsidiary Security and Pledge Agreement, a Canadian Debenture
and/or a Canadian Pledge Agreement.

          "Superholdco" is defined in the preamble.

          "Superholdco Debt Documents" means, collectively, each of the loan
agreements, indentures, note purchase agreements, promissory notes, guarantees
and other instruments and agreements evidencing the terms of any Indebtedness of
Superholdco, in each case, as amended, supplemented, amended and restated or
otherwise modified in accordance with the terms of the Superholdco Guaranty.

          "Superholdco Guaranty" means the Guaranty executed and delivered by an
Authorized Officer of Superholdco, in substantially in the form of Exhibit F-3
hereto, as amended, supplemented, amended and restated or otherwise modified
from time to time.

          "Superholdco Pledge Agreement" means the Pledge and Security
Agreement, executed and delivered by an Authorized Officer of Superholdco
pursuant to the Original Credit Agreement, in substantially in the form of
Exhibit G-6 hereto, as amended, supplemented, amended and restated or otherwise
modified from time to time.

          "Superholdco Senior Discount Note Indenture" means the Indenture dated
as of March 4, 2004, among Superholdco and Wilmington Trust Company, as trustee,
as amended, supplemented, amended and restated or otherwise modified from time
to time in accordance with the terms of this Agreement.

                                      -42-
<PAGE>
          "Superholdco Senior Discount Notes" means the Senior Discount Notes
due 2014 issued by Superholdco on March 4, 2004 pursuant to the Superholdco
Senior Discount Note Indenture, resulting in gross cash proceeds in an amount
equal to $258,265,220.

          "Swing Line Lender" means, as the context may require, the U.S. Swing
Line Lender and/or the Canadian Swing Line Lender.

          "Swing Line Loan" means, as the context may require, a U.S. Swing Line
Loan and/or a Canadian Swing Line Loan.

          "Swing Line Loan Commitment" means, as the context may require, the
U.S. Swing Line Loan Commitment and/or the Canadian Swing Line Loan Commitment.

          "Swing Line Loan Commitment Amount" means, as the context may require,
the U.S. Swing Line Loan Commitment Amount and/or the Canadian Swing Line Loan
Commitment Amount.

          "Swing Line Note" means, as the context may require, a U.S. Swing Line
Note and/or a Canadian Swing Line Note.

          "Syndication Agent" is defined in the preamble.

          "Synthetic Lease" means, as applied to any Person, any lease
(including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) (a) that is not a capital lease in
accordance with GAAP and (b) in respect of which the lessee retains or obtains
ownership of the property so leased for federal income tax purposes, other than
any such lease under which that Person is the lessor.

          "Taxes" means any and all income, stamp or other taxes, duties,
levies, imposts, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental Authority,
and all interest and penalties with respect thereto.

          "Term Loan" is defined in clause (a) of Section 2.1.3.

          "Term Loan Commitment" means, relative to any Lender, such Lender's
obligation (if any) to make Term Loans pursuant to Section 2.1.3.

          "Term Loan Commitment Amount" means, on any date, $175,000,000.

          "Term Loan Commitment Termination Date" means the earliest of (i) the
Amendment Effective Date (immediately after the making of the Term Loans on such
date) and (ii) the date on which any Commitment Termination Event occurs. Upon
the occurrence of any event described in clause (ii), the Term Loan Commitments
shall terminate automatically and without any further action.

          "Term Loan Percentage" means, relative to any Lender, the applicable
percentage relating to Term Loans set forth opposite such Lender's name below
the column labeled "Term Loan Commitment" on Schedule II hereto or set forth in
a Lender Assignment Agreement under the Term Loan Commitment column, as such
percentage may be adjusted from time to time pur-

                                      -43-
<PAGE>
suant to Lender Assignment Agreements executed by such Lender and its Assignee
Lender and delivered pursuant to Section 12.11. A Lender shall not have any Term
Loan Commitment if its percentage under the Term Loan Commitment column is zero.

          "Term Note" means a promissory note of the U.S. Borrower payable to
any Lender, in the form of Exhibit A-5 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the U.S. Borrower to such Lender resulting from
outstanding Term Loans, and also means all other promissory notes accepted from
time to time in substitution therefor or renewal thereof.

          "Termination Date" means the date on which all Obligations (other than
any indemnities that are not then due and payable) have been paid in full in
cash, all Letters of Credit have been terminated, expired, Cash Collateralized
or supported with letters of credit in a manner acceptable to the relevant
Issuer and all Commitments have terminated.

          "Title Company" means Chicago Title Insurance Company or such other
title insurance company or companies as are reasonably acceptable to the
Administrative Agents.

          "Total Debt" means, on any date, without duplication, the outstanding
principal amount of all Indebtedness of Holdings and its Subsidiaries of the
type referred to in clause (a), clause (b) (excluding obligations relative to
the face amount of letters of credit to the extent such face amount has not been
drawn or, if drawn, to the extent the amount of such drawing has been reimbursed
to the issuer thereof by the obligor with respect thereto), clause (c), clause
(e) (but, in the case of such clause (e), only to the extent accounted for as
debt on a balance sheet in accordance with GAAP; provided that the deferred
portion of the Harvest Fee and the Investcorp Fee, not to exceed in the
aggregate $3,631,927, and the deferred portion of the Special Bonus not to
exceed $8.0 million shall not be included in the calculation of Total Debt),
clause (f) and clause (g), in each case of the definition of "Indebtedness", and
any Contingent Liability in respect of any of the foregoing; provided that
Indebtedness of the type described in clause (n) of Section 7.2.2 or incurred in
respect of Permitted Seller Notes and Qualifying Subordinated Debt shall not be
included in the calculation of Total Debt to the extent that such notes and/or
debt (x) are issued by Holdings and are not guaranteed by any Subsidiary of
Holdings and (y) do not provide for any scheduled repayments or mandatory
prepayments or redemptions of the principal thereof prior to the first
anniversary of the latest Stated Maturity Date for any Tranche then in effect of
all Loans or for any payment of cash interest or regularly accruing fees with
respect thereto prior to such anniversary.

          "Total Exposure Amount" means, on any date of determination (and
without duplication), the outstanding principal amount of all Loans (calculated,
with respect to any Canadian Loans denominated in Canadian Dollars, at the U.S.
Dollar Equivalent thereof), the aggregate amount of all Letter of Credit
Outstandings (calculated, with respect to any Canadian Letters of Credit
denominated in Canadian Dollars, at the U.S. Dollar Equivalent thereof) and the
unfunded amount of the Commitments.

          "Trademark Security Agreement" means any Trademark Security Agreement
executed and delivered by any Obligor substantially in the form of Exhibit C to
the applicable Security and Pledge Agreement, as amended, supplemented, amended
and restated or otherwise modified from time to time.

                                      -44-
<PAGE>
          "Tranche" means, as the context may require, the Loans constituting
Term Loans, U.S. Revolving Loans, Canadian Revolving Loans, U.S. Swing Line
Loans and/or Canadian Swing Line Loans.

          "Transactions" is defined in the recitals hereto.

          "Transactions Dividend" is defined in the recitals hereto.

          "Transactions Documents" means the Material Transaction Documents and
the other material agreements entered into in connection therewith and the
Transactions, in each case, as amended, supplemented, amended and restated or
otherwise modified from time to time in accordance with the terms of this
Agreement.

          "type" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a Fixed Rate Loan.

          "UCC" means the Uniform Commercial Code as in effect from time to time
in the State of New York; provided that if, with respect to any Filing Statement
or by reason of any provisions of law, the perfection or the effect of
perfection or non-perfection of the security interests granted to an
Administrative Agent pursuant to the applicable Loan Document is governed by the
Uniform Commercial Code as in effect in a jurisdiction of the United States
other than New York, UCC means the Uniform Commercial Code as in effect from
time to time in such other jurisdiction for purposes of the provisions of each
Loan Document and any Filing Statement relating to such perfection or effect of
perfection or non-perfection of such security interest.

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

          "U.S. Administrative Agent" is defined in the preamble and includes
each other Person appointed as the successor U.S. Administrative Agent pursuant
to Section 11.4.

          "U.S. Borrower" is defined in the preamble.

          "U.S. Borrower Guaranty" means the Obligations of the U.S. Borrower
undertaken pursuant to Article X.

          "U.S. Borrower Security and Pledge Agreement" means the Security and
Pledge Agreement executed and delivered by an Authorized Officer of the U.S.
Borrower pursuant to the Original Credit Agreement, substantially in the form of
Exhibit G-2 hereto, as amended, supplemented, amended and restated or otherwise
modified from time to time.

          "U.S. Borrowing Request" means a U.S. Loan request and certificate
duly executed by an Authorized Officer of the U.S. Borrower, substantially in
the form of Exhibit B-1 hereto.

          "U.S. Collateral" means all assets and property of any Obligor and
interests therein upon which a Lien is granted to the U.S. Administrative Agent
pursuant to any Loan Document.

                                      -45-
<PAGE>

          "U.S. Commitment" means, as the context may require, the Term Loan
Commitment, the U.S. Revolving Loan Commitment, the U.S. Letter of Credit
Commitment and/or the U.S. Swing Line Loan Commitment.

          "U.S. Continuation/Conversion Notice" means a notice of continuation
or conversion and certificate duly executed by an Authorized Officer of the U.S.
Borrower, substantially in the form of Exhibit C-1 hereto.

          "U.S. Dollar" and the sign "$" mean lawful money of the United States.

          "U.S. Dollar Equivalent" means, on any date, relative to any amount
(the "Original Amount") expressed in Canadian Dollars, the amount expressed in
U.S. Dollars which would be required to buy the Original Amount of Canadian
Dollars using the noon spot rate exchange for Canadian interbank transactions
applied in converting U.S. Dollars into Canadian Dollars published by the
Canadian Administrative Agent for such date.

          "U.S. Facility" means all U.S. Commitments of U.S. Lenders.

          "U.S. Issuance Request" means a U.S. Letter of Credit request and
certificate duly executed by an Authorized Officer of the U.S. Borrower,
substantially in the form of Exhibit B-3 hereto.

          "U.S. Issuer" means the institution acting as the U.S. Administrative
Agent, but in its capacity as issuer of the U.S. Letters of Credit and, at the
request of the institution acting as the U.S. Administrative Agent and with the
U.S. Borrower's consent, one or more other Lenders or Affiliates of the U.S.
Administrative Agent.

          "U.S. Lender" is defined in the preamble.

          "U.S. Letter of Credit" is defined in Section 2.1.2.

          "U.S. Letter of Credit Commitment" means

          (a) with respect to a U.S. Issuer, such U.S. Issuer's obligation to
     issue U.S. Letters of Credit pursuant to Section 2.1.2 and,

          (b) with respect to each U.S. Revolving Loan Lender, the obligations
     of each such Lender to participate in such U.S. Letters of Credit pursuant
     to Section 2.6.1.

          "U.S. Letter of Credit Commitment Amount" means, on any date, a
maximum amount of $15,000,000, as such amount may be permanently reduced from
time to time pursuant to Section 2.2.

          "U.S. Letter of Credit Outstandings" means, on any date, an amount
equal to the sum of (i) the then aggregate amount which is undrawn and available
under all issued and outstanding U.S. Letters of Credit, and (ii) the then
aggregate amount of all unpaid and outstanding Reimbursement Obligations in
respect of such U.S. Letters of Credit.

                                      -46-
<PAGE>
          "U.S. Loan" means, as the context may require, a Term Loan, a U.S.
Revolving Loan and/or a U.S. Swing Line Loan.

          "U.S. Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA.

          "U.S. Note" means, as the context may require, a Term Note, a U.S.
Revolving Note and/or a U.S. Swing Line Note.

          "U.S. Pension Plan" means a "pension plan", as such term is defined in
Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a U.S.
Multiemployer Plan), and to which Holdings, the U.S. Borrower or any
corporation, trade or business that is, along with the U.S. Borrower, a member
of a Controlled Group, has liability (actual or contingent), including any
liability by reason of having been a substantial employer within the meaning of
Section 4063 of ERISA at any time during the preceding five years, or by reason
of being deemed to be a contributing sponsor under Section 4069 of ERISA.

          "U.S. Register" is defined in clause (b) of Section 2.7.

          "U.S. Revolving Loan" is defined in clause (a) of Section 2.1.1.

          "U.S. Revolving Loan Commitment" is defined in clause (a) of Section
2.1.1.

          "U.S. Revolving Loan Commitment Amount" means, on any date, a maximum
amount of $60,000,000, as such amount may be permanently reduced from time to
time pursuant to Section 2.2.

          "U.S. Revolving Loan Commitment Termination Date" means the earliest
of (i) April 19, 2009, (ii) the date on which the U.S. Revolving Loan Commitment
Amount is terminated in full or reduced to zero pursuant to the terms of this
Agreement and (iii) the date on which any Commitment Termination Event occurs.
Upon the occurrence of any event described in the preceding clause (ii) or
(iii), the U.S. Revolving Loan Commitments shall terminate automatically and
without any further action.

          "U.S. Revolving Loan Lender" means a Lender that has a U.S. Revolving
Loan Commitment.

          "U.S. Revolving Loan Percentage" means, relative to any Lender, the
applicable percentage relating to U.S. Revolving Loans set forth opposite such
Lender's name below the column labeled "U.S. Revolving Loan Commitment" on
Schedule II hereto or set forth in a Lender Assignment Agreement under the U.S.
Revolving Loan Commitment column, as such percentage may be adjusted from time
to time pursuant to Lender Assignment Agreements executed by such Lender and its
Assignee Lender and delivered pursuant to Section 12.11. A Lender shall not have
any U.S. Revolving Loan Commitment if its percentage under the U.S. Revolving
Loan Commitment column is zero.

          "U.S. Revolving Note" means a promissory note of the U.S. Borrower
payable to any U.S. Revolving Loan Lender, in the form of Exhibit A-1 hereto (as
such promissory note may be amended, endorsed or otherwise modified from time to
time), evidencing the aggregate

                                      -47-
<PAGE>
Indebtedness of the U.S. Borrower to such U.S. Revolving Loan Lender resulting
from outstanding U.S. Revolving Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal thereof.

          "U.S. Subsidiary" means any Subsidiary that is not a Foreign
Subsidiary.

          "U.S. Subsidiary Guarantor" means each U.S. Subsidiary which has
executed and delivered to the U.S. Administrative Agent the U.S. Subsidiary
Guaranty (or a supplement thereto).

          "U.S. Subsidiary Guaranty" means the subsidiary guaranty executed and
delivered by U.S. Subsidiaries of the U.S. Borrower pursuant to the Original
Credit Agreement, substantially in the form of Exhibit F-1 hereto, as amended,
supplemented, amended and restated or otherwise modified from time to time.

          "U.S. Subsidiary Security and Pledge Agreement" means the Security and
Pledge Agreement executed and delivered by an Authorized Officer of each U.S.
Subsidiary Guarantor pursuant to the Original Credit Agreement, substantially in
the form of Exhibit G-3 hereto, as amended, supplemented, amended and restated
or otherwise modified from time to time.

          "U.S. Swing Line Lender" means the institution acting as the U.S.
Administrative Agent, but in its capacity as the U.S. Swing Line Lender.

          "U.S. Swing Line Loan" is defined in clause (a) of Section 2.1.1.

          "U.S. Swing Line Loan Commitment" is defined in clause (a) of Section
2.1.1.

          "U.S. Swing Line Loan Commitment Amount" means, on any date, a maximum
amount of $15,000,000, as such amount may be permanently reduced from time to
time pursuant to Section 2.2.

          "U.S. Swing Line Note" means a promissory note of the U.S. Borrower
payable to the U.S. Swing Line Lender, in the form of Exhibit A-3 hereto (as
such promissory note may be amended, endorsed or otherwise modified from time to
time), evidencing the aggregate Indebtedness of the U.S. Borrower to the U.S.
Swing Line Lender resulting from outstanding U.S. Swing Line Loans, and also
means all other promissory notes accepted from time to time in substitution
therefor or renewal thereof.

          "U.S. Welfare Plan" means a "welfare plan", as such term is defined in
Section 3(l) of ERISA.

          "Voting Stock" means, with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the managing body of such Person.

          "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required

                                      -48-
<PAGE>
payment of principal, including payment at final maturity, in respect thereof,
by (ii) the number of years (calculated to the nearest one-twelfth) which will
elapse between such date and the making of such payment.

          "Wholly-owned Subsidiary" means, with respect to any Person, any
Subsidiary of such Person all of the outstanding common stock (or similar equity
investment) of which (other than any director's qualifying shares or investments
by foreign nationals mandated by applicable laws) is owned directly or
indirectly by such Person. Unless the context otherwise requires, the term
"wholly-owned Subsidiary" shall be a reference to a wholly-owned Subsidiary of
the U.S. Borrower.

          SECTION 1.2. Use of Defined Terms. Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings when used in each other Loan Document and the
Disclosure Schedule, and each notice and other communication delivered from time
to time in connection with any Loan Document.

          SECTION 1.3. Cross-References. Unless otherwise specified, references
in a Loan Document to any Article or Section are references to such Article or
Section of such Loan Document, and references in any Article, Section or
definition to any clause are references to such clause of such Article, Section
or definition.

          SECTION 1.4. Accounting and Financial Determinations.

          (a) Unless otherwise specified, all accounting terms used in each Loan
Document shall be interpreted, and all accounting determinations and
computations thereunder (including under Section 7.2.4 and the definitions used
in such calculations) shall be made, in accordance with those generally accepted
accounting principles in the United States ("GAAP") applied in the preparation
of the U.S. Borrower's financial statements for its Fiscal Year ended December
31, 2003, subject to any changes or amendments to GAAP in effect as of January
1, 2004; provided that to the extent that there are any changes or amendments to
GAAP after the date of this Agreement, the U.S. Borrower may notify the U.S.
Administrative Agent that it wishes that the financial covenants be adjusted to
reflect (and/or the related accounting terms defined herein modified to address)
such changes or amendments in GAAP, in which case the U.S. Borrower and the U.S.
Administrative Agent agree to enter into an amendment to this Agreement to
modify such provisions of this Agreement as may be necessary to effect any such
adjustment, resetting or modification and reasonably acceptable to the U.S.
Administrative Agent. Unless otherwise expressly provided all financial
covenants and defined financial terms shall be computed on a consolidated basis
for Holdings and its Subsidiaries (including the Borrowers), in each case
without duplication.

          (b) For purposes of computing the Leverage Ratio, the Interest
Coverage Ratio and the Fixed Charge Ratio (under Section 7.2.4), such ratios
(and any financial calculations or components required to be made or included
therein, including EBITDA) shall be determined on a Pro Forma Basis.

          (c) For the purposes of determining any threshold amount forming any
part of any representation or warranty, covenant or Event of Default, all
relevant amounts denominated

                                      -49-
<PAGE>
in Canadian Dollars shall be calculated, as of such time of determination, at
the U.S. Dollar Equivalent thereof. Each calculation of the U.S. Dollar
Equivalent of any amounts denominated in Canadian Dollars shall be conclusive
and binding on the Borrowers absent manifest error.

                                   ARTICLE II
                       COMMITMENTS, BORROWING AND ISSUANCE
                     PROCEDURES, NOTES AND LETTERS OF CREDIT

          SECTION 2.1. Commitments. On the terms and subject to the conditions
of this Agreement, the Lenders and each Issuer severally agree to make Credit
Extensions as set forth below.

          SECTION 2.1.1. Revolving Loan Commitments and Swing Line Loan
Commitments. From time to time on any Business Day occurring on and after the
Amendment Effective Date but prior to the applicable Revolving Loan Commitment
Termination Date,

          (a) (i) each U.S. Revolving Loan Lender agrees that it will make loans
     denominated in U.S. Dollars (relative to such Lender, its "U.S. Revolving
     Loans") to the U.S. Borrower equal to such Lender's U.S. Revolving Loan
     Percentage of the aggregate amount of each Borrowing of U.S. Revolving
     Loans requested by the U.S. Borrower to be made on such day, and (ii) the
     U.S. Swing Line Lender agrees that it will make loans denominated in U.S.
     Dollars (its "U.S. Swing Line Loans") to the U.S. Borrower equal to the
     principal amount of the U.S. Swing Line Loan requested by the U.S. Borrower
     to be made on such day. The Commitment of each such U.S. Revolving Loan
     Lender described above is herein referred to as its "U.S. Revolving Loan
     Commitment", and the Commitment of the U.S. Swing Line Lender described
     above is herein referred to as its "U.S. Swing Line Loan Commitment". On
     the terms and subject to the conditions hereof, the U.S. Borrower may from
     time to time borrow, prepay and reborrow U.S. Revolving Loans and U.S.
     Swing Line Loans; and

          (b) (i) each Canadian Revolving Loan Lender agrees that it will make
     loans denominated in U.S. Dollars or Canadian Dollars or accept Canadian
     BAs (relative to such Lender, its "Canadian Revolving Loans") to the
     Canadian Borrower equal to such Lender's Canadian Revolving Loan Percentage
     of the aggregate amount of each Borrowing of Canadian Revolving Loans
     requested by the Canadian Borrower to be made on such day, and (ii) the
     Canadian Swing Line Lender agrees that it will make loans denominated in
     U.S. Dollars or Canadian Dollars (its "Canadian Swing Line Loans") to the
     Canadian Borrower equal to the principal amount of the Canadian Swing Line
     Loan requested by the Canadian Borrower to be made on such day. The
     Commitment of each such Canadian Revolving Loan Lender described above is
     herein referred to as its "Canadian Revolving Loan Commitment", and the
     Commitment of the Canadian Swing Line Lender described above is herein
     referred to as its "Canadian Swing Line Loan Commitment". On the terms and
     subject to the conditions hereof, the Canadian Borrower may from time to
     time borrow, prepay (except in the case of Canadian BAs) and reborrow
     Canadian Revolving Loans and Canadian Swing Line Loans;

                                      -50-
<PAGE>
     provided that

          (c) no U.S. Revolving Loan Lender shall be permitted or required to
     make any U.S. Revolving Loan if, after giving effect thereto, the aggregate
     outstanding principal amount of all U.S. Revolving Loans of such U.S.
     Revolving Loan Lender, together with such U.S. Revolving Loan Lender's U.S.
     Revolving Loan Percentage of the aggregate amount of all U.S. Swing Line
     Loans and U.S. Letter of Credit Outstandings, would exceed such U.S.
     Revolving Loan Lender's U.S. Revolving Loan Percentage of the then existing
     U.S. Revolving Loan Commitment Amount;

          (d) no Canadian Revolving Loan Lender shall be permitted or required
     to make any Canadian Revolving Loan if, after giving effect thereto, the
     aggregate outstanding principal amount of all Canadian Revolving Loans of
     such Canadian Revolving Loan Lender (calculated, with respect to any
     Canadian Revolving Loans denominated in Canadian Dollars, at the U.S.
     Dollar Equivalent thereof), together with such Canadian Revolving Loan
     Lender's Canadian Revolving Loan Percentage of the aggregate amount of all
     Canadian Swing Line Loans (calculated, with respect to any Canadian Swing
     Line Loans denominated in Canadian Dollars, at the U.S. Dollar Equivalent
     thereof) and Canadian Letter of Credit Outstandings (calculated, with
     respect to any Canadian Letters of Credit denominated in Canadian Dollars,
     at the U.S. Dollar Equivalent thereof), would exceed such Canadian
     Revolving Loan Lender's Canadian Revolving Loan Percentage of the then
     existing Canadian Revolving Loan Commitment Amount;

          (e) the U.S. Swing Line Lender shall not be permitted or required to
     make U.S. Swing Line Loans if, after giving effect thereto, the aggregate
     outstanding principal amount of all U.S. Swing Line Loans would exceed (x)
     the then existing U.S. Swing Line Loan Commitment Amount or (y) when
     combined with the aggregate outstanding principal amount of all U.S.
     Revolving Loans and U.S. Letter of Credit Outstandings, the then existing
     U.S. Revolving Loan Commitment Amount; and

          (f) the Canadian Swing Line Lender shall not be permitted or required
     to make Canadian Swing Line Loans if, after giving effect thereto, the
     aggregate outstanding principal amount of all Canadian Swing Line Loans
     (calculated, with respect to any Canadian Swing Line Loans denominated in
     Canadian Dollars, at the U.S. Dollar Equivalent thereof) would exceed (x)
     the then existing Canadian Swing Line Loan Commitment Amount or (y) when
     combined with the aggregate outstanding principal amount of all Canadian
     Revolving Loans (calculated, with respect to any Canadian Revolving Loans
     denominated in Canadian Dollars, at the U.S. Dollar Equivalent thereof) and
     Canadian Letter of Credit Outstandings (calculated, with respect to any
     Canadian Letters of Credit denominated in Canadian Dollars, at the U.S.
     Dollar Equivalent thereof), the then existing Canadian Revolving Loan
     Commitment Amount.

          SECTION 2.1.2. Letter of Credit Commitments.

          (a) From time to time on any Business Day occurring on and after the
Amendment Effective Date but prior to the applicable Revolving Loan Commitment
Termination Date,

                                      -51-
<PAGE>
               (i) each U.S. Issuer agrees that it will (i) issue one or more
          trade letters of credit or standby letters of credit denominated in
          U.S. Dollars (each a "U.S. Letter of Credit") for the account of the
          U.S. Borrower or any Subsidiary in the Stated Amount requested by the
          U.S. Borrower on such day, or (ii) extend the Stated Expiry Date of an
          existing U.S. Letter of Credit previously issued hereunder; and

               (ii) each Canadian Issuer agrees that it will (i) issue one or
          more trade letters of credit or standby letters of credit denominated
          in U.S. Dollars or Canadian Dollars (each a "Canadian Letter of
          Credit") for the account of the Canadian Borrower or any Canadian
          Subsidiary in the Stated Amount requested by the Canadian Borrower on
          such day, or (ii) extend the Stated Expiry Date of an existing
          Canadian Letter of Credit previously issued hereunder.

          (b) No Stated Expiry Date shall extend beyond the earlier of (x) 30
days prior to the applicable Revolving Loan Commitment Termination Date in the
case of trade Letters of Credit or 10 days prior to the applicable Revolving
Loan Commitment Termination Date in the case of standby Letters of Credit and
(y) unless otherwise agreed to by the respective Issuer in its sole discretion,
364 days from the date of such issuance or extension. Subject to the limitations
set forth in clause (x) above, a Letter of Credit may, if required by the
beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated
Expiry Date shall be automatically extended; provided that, any such "evergreen"
provision must permit the applicable Issuer to prevent any such renewal at least
once in each twelve-month period (commencing with the date of issuance of such
Letter of Credit) by giving prior notice to the beneficiary thereof not later
than a day in each such twelve-month period to be agreed upon at the time such
Letter of Credit is issued.

          (c) No U.S. Issuer shall be permitted or required to issue any U.S.
Letter of Credit if, after giving effect thereto, (i) the aggregate amount of
all U.S. Letter of Credit Outstandings would exceed the U.S. Letter of Credit
Commitment Amount then in effect or (ii) the sum of the aggregate amount of all
U.S. Letter of Credit Outstandings plus the aggregate principal amount of all
U.S. Revolving Loans and U.S. Swing Line Loans then outstanding would exceed the
U.S. Revolving Loan Commitment Amount then in effect.

          (d) No Canadian Issuer shall be permitted or required to issue any
Canadian Letter of Credit if, after giving effect thereto, (i) the aggregate
amount of all Canadian Letter of Credit Outstandings (calculated, with respect
to any Canadian Letters of Credit denominated in Canadian Dollars, at the U.S.
Dollar Equivalent thereof) would exceed the Canadian Letter of Credit Commitment
Amount then in effect or (ii) the sum of the aggregate amount of all Canadian
Letter of Credit Outstandings (calculated, with respect to any Canadian Letters
of Credit denominated in Canadian Dollars, at the U.S. Dollar Equivalent
thereof) plus the aggregate principal amount of all Canadian Revolving Loans
(calculated, with respect to any Canadian Revolving Loans denominated in
Canadian Dollars, at the U.S. Dollar Equivalent thereof) and Canadian Swing Line
Loans (calculated, with respect to any Canadian Swing Line Loans denominated in
Canadian Dollars, at the U.S. Dollar Equivalent thereof) then outstanding would
exceed the Canadian Revolving Loan Commitment Amount then in effect.

                                      -52-
<PAGE>
          SECTION 2.1.3. Term Loan Commitments. In a single drawing on any
Business Day occurring on or prior to the Term Loan Commitment Termination Date,
each U.S. Lender that has a Term Loan Commitment agrees that it will make loans
denominated in U.S. Dollars (relative to such Lender, its "Term Loans") to the
U.S. Borrower equal to such U.S. Lender's Term Loan Percentage of the aggregate
amount of the Borrowings of Term Loans requested by the U.S. Borrower to be made
on such day not to exceed in the aggregate the Term Loan Commitment Amount. No
amounts paid or prepaid with respect to Term Loans may be reborrowed.

          SECTION 2.2. Reduction of the Commitment Amounts.

          (a) The U.S. Borrower may, from time to time on any Business Day
occurring after the Amendment Effective Date, voluntarily reduce the amount of
the U.S. Revolving Loan Commitment Amount, the U.S. Swing Line Loan Commitment
Amount or the U.S. Letter of Credit Commitment Amount on the Business Day so
specified by the U.S. Borrower; provided that all such reductions shall require
at least one Business Day's prior notice to the U.S. Administrative Agent and be
permanent, and any partial reduction of any such Commitment Amount shall be in a
minimum amount of $1,000,000 and in an integral multiple of $100,000. Any
optional or mandatory reduction of the U.S. Revolving Loan Commitment Amount
pursuant to the terms of this Agreement which reduces the U.S. Revolving Loan
Commitment Amount below the sum of (i) the U.S. Swing Line Loan Commitment
Amount and (ii) the U.S. Letter of Credit Commitment Amount shall result in an
automatic and corresponding reduction of the U.S. Swing Line Loan Commitment
Amount and/or U.S. Letter of Credit Commitment Amount (as directed by the U.S.
Borrower in a notice to the U.S. Administrative Agent delivered together with
the notice of such voluntary reduction in the U.S. Revolving Loan Commitment
Amount or, in the absence of such direction, pro rata based upon the respective
amounts thereof) to an aggregate amount not in excess of the U.S. Revolving Loan
Commitment Amount, as so reduced, without any further action on the part of the
U.S. Swing Line Lender or the U.S. Issuer.

          (b) The Canadian Borrower may, from time to time on any Business Day
occurring after the Amendment Effective Date, voluntarily reduce the amount of
the Canadian Revolving Loan Commitment Amount, the Canadian Swing Line Loan
Commitment Amount or the Canadian Letter of Credit Commitment Amount on the
Business Day so specified by the Canadian Borrower; provided that all such
reductions shall require at least one Business Day's prior notice to the
Canadian Administrative Agent and be permanent, and any partial reduction of any
such Commitment Amount shall be in a minimum amount of $1,000,000 and in an
integral multiple of $100,000. Any optional or mandatory reduction of the
Canadian Revolving Loan Commitment Amount pursuant to the terms of this
Agreement which reduces the Canadian Revolving Loan Commitment Amount below the
sum of (i) the Canadian Swing Line Loan Commitment Amount and (ii) the Canadian
Letter of Credit Commitment Amount shall result in an automatic and
corresponding reduction of the Canadian Swing Line Loan Commitment Amount and/or
Canadian Letter of Credit Commitment Amount (as directed by the Canadian
Borrower in a notice to the Canadian Administrative Agent delivered together
with the notice of such voluntary reduction in the Canadian Revolving Loan
Commitment Amount or, in the absence of such direction, pro rata based upon the
respective amounts thereof) to an aggregate amount not in excess of the Canadian
Revolving Loan Commitment Amount, as so reduced, without any further action on
the part of the Canadian Swing Line Lender or the Canadian Issuer.

                                      -53-
<PAGE>
          SECTION 2.3. Borrowing Procedures. Loans (other than Swing Line Loans)
shall be made by the Lenders in accordance with Section 2.3.1, and Swing Line
Loans shall be made by the Swing Line Lenders in accordance with Section 2.3.2.

          SECTION 2.3.1. Borrowing Procedures. In the case of Loans other than
Swing Line Loans, by delivering the appropriate Borrowing Request to the
applicable Administrative Agent not later than 2:00 p.m. on a Business Day, the
applicable Borrower may from time to time irrevocably request, on not less than
one Business Day's notice in the case of Base Rate Loans, or three Business
Days' notice in the case of Fixed Rate Loans, and in either case not more than
five Business Days' notice, that a Borrowing be made, in the case of either
Fixed Rate Loans or Base Rate Loans, in a minimum amount of either $1,000,000
(or, in the case of Canadian Loans denominated in Canadian Dollars,
Cdn$1,000,000) and in an integral multiple of $100,000 (or, in the case of
Canadian Loans denominated in Canadian Dollars, Cdn$100,000) or the unused
amount of the applicable Commitment. On the terms and subject to the conditions
of this Agreement, each Borrowing shall be comprised of the type of Loans, and
shall be made on the Business Day, specified in such Borrowing Request. In the
case of Loans other than Swing Line Loans, not later than 2:00 p.m. on such
Business Day each Lender that has a Commitment to make the Loans being requested
shall deposit with the applicable Administrative Agent same day funds in an
amount equal to such Lender's Percentage of the requested Borrowing. Such
deposit will be made to an account which the applicable Administrative Agent
shall specify from time to time by notice to the applicable Lenders. To the
extent funds are received from the Lenders, the applicable Administrative Agent
shall promptly make such funds available to the applicable Borrower by wire
transfer to the account such Borrower shall have specified in its Borrowing
Request. No Lender's obligation to make any Loan shall be affected by any other
Lender's failure to make any Loan.

          SECTION 2.3.2. Swing Line Loan Borrowing Procedures. In the case of
Swing Line Loans:

          (a) By telephonic notice to the applicable Swing Line Lender not later
     than 12:00 noon on a Business Day (followed (within one Business Day) by
     the delivery of a confirming Borrowing Request), the applicable Borrower
     may from time to time irrevocably request that Swing Line Loans be made by
     such Swing Line Lender in an aggregate minimum principal amount of $500,000
     (or, in the case of Canadian Swing Line Loans denominated in Canadian
     Dollars, Cdn$500,000) and in an integral multiple of $100,000 (or, in the
     case of Canadian Swing Line Loans denominated in Canadian Dollars,
     Cdn$100,000). All Swing Line Loans shall be made as Base Rate Loans and
     shall not be entitled to be converted into Fixed Rate Loans. The proceeds
     of each Swing Line Loan shall be made available by the applicable Swing
     Line Lender to the applicable Borrower by wire transfer to the account such
     Borrower shall have specified in its notice therefor not later than 4:00
     p.m. on the Business Day telephonic notice is received by the applicable
     Swing Line Lender.

          (b) If (i) any Swing Line Loan shall be outstanding for more than
     three Business Days, (ii) any Swing Line Loan to a Borrower is or will be
     outstanding on a date when such Borrower requests that a Revolving Loan be
     made, or (iii) any Default shall occur and be continuing, then each
     Revolving Loan Lender with a Revolving Loan Commitment under the Facility
     applicable to such Swing Line Loan (other than the

                                      -54-
<PAGE>
     Swing Line Lender) irrevocably agrees that it will, at the request of the
     U.S. Swing Line Lender or Canadian Swing Line Lender, as the case may be,
     make a Revolving Loan (which shall initially be funded as a Base Rate Loan)
     in the same Currency as such Swing Line Loan and in an amount equal to such
     Lender's applicable Revolving Loan Percentage of the aggregate principal
     amount of all such Swing Line Loans then outstanding (such outstanding
     Swing Line Loans of such Currency hereinafter referred to as the "Refunded
     Swing Line Loans"). Not later than 2:00 p.m. on the first Business Day
     following receipt by each Revolving Loan Lender of a request to make
     Revolving Loans as provided in the preceding sentence, each such Revolving
     Loan Lender shall deposit in an account specified by the U.S. Swing Line
     Lender or Canadian Swing Line Lender, as the case may be, the amount so
     requested in same day funds and such funds shall be applied by such Swing
     Line Lender to repay the Refunded Swing Line Loans. At the time the
     applicable Revolving Loan Lenders make the above referenced Revolving
     Loans, the U.S. Swing Line Lender or Canadian Swing Line Lender, as the
     case may be, shall be deemed to have made, in consideration of the making
     of the Refunded Swing Line Loans, Revolving Loans in an amount equal to
     such Swing Line Lender's applicable Revolving Loan Percentage of the
     aggregate principal amount of such Refunded Swing Line Loans. Upon the
     making (or deemed making, in the case of the Swing Line Lenders) of any
     Revolving Loans pursuant to this clause (b), the amount so funded shall
     become outstanding under such Revolving Loan Lender's U.S. Revolving Note
     or Canadian Revolving Note, as the case may be, and shall no longer be owed
     under the U.S. Swing Line Note or Canadian Swing Line Note, as the case may
     be. All interest payable with respect to any Revolving Loans made (or
     deemed made, in the case of the Swing Line Lenders) pursuant to this clause
     (b) shall be appropriately adjusted to reflect the period of time during
     which the applicable Swing Line Lender had outstanding Swing Line Loans in
     respect of which such Revolving Loans were made. Each Revolving Loan
     Lender's obligation to make the Revolving Loans referred to in this clause
     (b) shall be absolute and unconditional and shall not be affected by any
     circumstance, including (i) any set-off, counterclaim, recoupment, defense
     or other right which such Lender may have against the applicable Swing Line
     Lender, any Obligor or any Person for any reason whatsoever; (ii) the
     occurrence or continuance of any Default; (iii) any adverse change in the
     condition (financial or otherwise) of any Obligor; (iv) the acceleration or
     maturity of any Obligations or the termination of any Commitment after the
     making of any related Swing Line Loan; (v) any breach of any Loan Document
     by any Person; or (vi) any other circumstance, happening or event
     whatsoever, whether or not similar to any of the foregoing.

          (c) The applicable Swing Line Lender and applicable Borrower may
     modify the manner of providing notice and the timing of notices and
     payments set forth in this Section 2.3.2 without the consent of any other
     Lender, provided that such modifications could not reasonably be expected
     to have an adverse effect on the other Lenders.

          SECTION 2.4. Continuation and Conversion Elections. By delivering the
applicable Continuation/Conversion Notice to the applicable Administrative Agent
not later than 2:00 p.m. on a Business Day, the applicable Borrower may from
time to time irrevocably elect, on not less than one Business Day's notice in
the case of conversions into Base Rate Loans, or three Business Days' notice in
the case of continuations of or conversions into Fixed Rate Loans, and in either
case not more than five Business Days' notice, that all, or any portion in an
aggre-

                                      -55-
<PAGE>
gate minimum amount of $1,000,000 (or, in the case of Canadian Loans denominated
in Canadian Dollars, in an aggregate minimum amount of Cdn$1,000,000) and in an
integral multiple of $100,000 (or, in the case of Canadian Loans denominated in
Canadian Dollars, in an integral multiple of Cdn$100,000) be, in the case of
Base Rate Loans, converted into Fixed Rate Loans or be, in the case of Fixed
Rate Loans, converted into Base Rate Loans or continued as Fixed Rate Loans (in
the absence of delivery of a Continuation/Conversion Notice with respect to any
Fixed Rate Loan at least three Business Days (but not more than five Business
Days) before the last day of the then current Interest Period with respect
thereto, such Fixed Rate Loan shall, on such last day, automatically convert to
a Base Rate Loan); provided that (x) each such conversion or continuation shall
be pro rated among the applicable outstanding Loans of all Lenders that have
made such Loans, and (y) no portion of the outstanding principal amount of any
Loans may be continued as, or be converted into, Fixed Rate Loans when any
Payment Default or Event of Default has occurred and is continuing to the extent
the U.S. Administrative Agent has or Required Lenders have notified the
Borrowers that the occurrence and continuance of such Payment Default or Event
of Default shall prevent the Borrowers from so continuing or converting such
Loans.

          SECTION 2.4.1. Converting Canadian Prime Rate Loans to, or Continuing
Canadian BAs as, Canadian BAs. Provided that the Canadian Borrower has, by
giving notice to the Canadian Administrative Agent in accordance with Section
2.4, requested the Canadian Lenders to accept its drafts to replace all or a
portion of an outstanding Canadian Loan, then each Canadian Lender shall, on the
date of conversion or continuation, as applicable, and concurrent with the
payment by the Canadian Borrower to the Canadian Administrative Agent on behalf
of the Canadian Lenders of an amount equal to the difference between the
principal or face amount of such outstanding Canadian Loan or the portion
thereof which is being converted or continued and the aggregate Notional BA
Proceeds with respect to the drafts to be accepted by the Canadian Lenders,
accept the Canadian Borrower's draft or drafts having an aggregate face amount
equal to its Percentage of the aggregate principal or face amount of such
Canadian Loan or the portion thereof which is being converted or continued, such
acceptance to be in accordance with Section 2.9.

          SECTION 2.4.2. Converting Canadian BAs to Canadian Prime Rate Loans.
Each Canadian Lender shall, at the end of an Interest Period with respect to
Canadian BAs which such Canadian Lender has accepted, pay to the holder thereof
the face amount of such Canadian BA; provided that the Canadian Borrower has, by
giving notice to the Canadian Administrative Agent in accordance with Section
2.4, requested a Canadian Lender to convert all or a portion of outstanding
maturing Canadian BAs into a Canadian Prime Rate Loan, such Canadian Lender
shall, upon the end of the current Interest Period with respect to such Canadian
BAs and the payment by such Canadian Lender to the holders of such Canadian BAs
of the aggregate face amount thereof, be deemed to have made to the Canadian
Borrower the Canadian Prime Rate Loan into which the matured Canadian BAs or a
portion thereof are converted in the aggregate principal amount equal to its
Canadian Revolving Loan Percentage of the aggregate face amount of the matured
Canadian BAs or the portion thereof which are being converted.

          SECTION 2.5. Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert Eurodollar Loans hereunder by causing
one of its foreign branches or Affiliates (or an international banking facility
created by such Lender) to make or maintain

                                      -56-
<PAGE>
such Eurodollar Loan; provided that such Eurodollar Loan shall nonetheless be
deemed to have been made and to be held by such Lender, and the obligation of
the U.S. Borrower to repay such Eurodollar Loan shall nevertheless be to such
Lender for the account of such foreign branch, Affiliate or international
banking facility. In addition, for purposes of any determination to be made for
purposes of Section 4.1, 4.2, 4.3 or 4.4, it shall be conclusively assumed that
each Lender elected to fund all Eurodollar Loans by purchasing deposits in its
Eurodollar Office's interbank eurodollar market (as such office may be changed
from time to time pursuant to Section 4.11 or otherwise).

          SECTION 2.6. Letter of Credit Issuance Procedures. By delivering to
the applicable Administrative Agent an appropriate Issuance Request not later
than 12:00 noon on a Business Day, the applicable Borrower may from time to time
irrevocably request on not less than three nor more than ten Business Days'
notice in the case of an initial issuance of a Letter of Credit, and not less
than three Business Days' prior notice in the case of a request for the
extension of the Stated Expiry Date of a Letter of Credit (in each case, unless
a shorter notice period is agreed to by the applicable Issuer, in its sole
discretion), that the applicable Issuer issue, or extend the Stated Expiry Date
of, a Letter of Credit on behalf of such Borrower (whether issued for the
account of or on behalf of such Borrower or any Subsidiary in accordance with
Section 2.1.2(a)) in such form as may be requested by such Borrower and approved
by such Issuer (such approval not to be unreasonably withheld), solely for the
purposes described in Section 7.1.7. Notwithstanding anything to the contrary
contained herein or in any separate application for any Letter of Credit, (a)
the U.S. Borrower hereby acknowledges and agrees that it shall be deemed to be
the obligor for purposes of each U.S. Letter of Credit issued hereunder and (b)
the Canadian Borrower hereby acknowledges and agrees that it shall be deemed to
be the obligor for purposes of each Canadian Letter of Credit issued hereunder
(in each case, whether the account party on such Letter of Credit is such
Borrower or, in the case of (x) any U.S. Letter of Credit, a Subsidiary or (y)
any Canadian Letter of Credit, a Canadian Subsidiary) and shall be obligated to
reimburse the Issuer of such Letter of Credit in accordance with the
reimbursement provisions herein. Each Letter of Credit shall by its terms be
stated to expire on a date (its "Stated Expiry Date") no later than the earlier
to occur of (i) 30 days prior to the applicable Revolving Loan Commitment
Termination Date in the case of standby Letters of Credit or 10 days prior to
the applicable Revolving Loan Commitment Termination Date in the case of trade
Letters of Credit or (ii) (unless otherwise agreed to by the applicable Issuer,
in its sole discretion), 364 days from the date of its issuance or extension.
Subject to the limitations set forth in clause (i) above, a Letter of Credit
may, if required by the beneficiary thereof, contain "evergreen" provisions
pursuant to which the Stated Expiry Date shall be automatically extended;
provided that, any such "evergreen" provision must permit the applicable Issuer
to prevent any such renewal at least once in each twelve-month period
(commencing with the date of issuance of such Letter of Credit) by giving prior
notice to the beneficiary thereof not later than a day in each such twelve-month
period to be agreed upon at the time such Letter of Credit is issued. The Issuer
of a Letter of Credit hereunder will make available to the beneficiary thereof
the original of such Letter of Credit which it issues.

          SECTION 2.6.1. Other Lenders' Participation. Upon the issuance of each
Letter of Credit, and without further action, each Revolving Loan Lender (other
than the Issuer thereof) shall be deemed to have irrevocably purchased, to the
extent of its U.S. Revolving Loan Percentage of such Letter of Credit (in the
case of any U.S. Letter of Credit) or Canadian Re-

                                      -57-
<PAGE>
volving Loan Percentage of such Letter of Credit (in the case of any Canadian
Letter of Credit), a participation interest in such Letter of Credit (including
the Contingent Liability and any Reimbursement Obligation with respect thereto),
and such Revolving Loan Lender shall, to the extent of its U.S. Revolving Loan
Percentage of such Letter of Credit (in the case of any U.S. Letter of Credit)
or Canadian Revolving Loan Percentage of such Letter of Credit (in the case of
any Canadian Letter of Credit), be responsible for reimbursing within one
Business Day after receipt of a request therefor, such Issuer for Reimbursement
Obligations with respect to such Letter of Credit which have not been reimbursed
by the applicable Borrower in accordance with Section 2.6.3. In addition, such
Revolving Loan Lender shall be entitled to receive its U.S. Revolving Loan
Percentage or Canadian Revolving Loan Percentage, as the case may be, of the
Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each
such Letter of Credit (other than the issuance fees payable to the Issuer of
such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of
interest payable pursuant to Section 2.6.2 with respect to any Reimbursement
Obligation. To the extent that any Revolving Loan Lender has reimbursed an
Issuer of a Letter of Credit for a Disbursement, such Lender shall be entitled
to receive its ratable portion of any amounts subsequently received (from the
applicable Borrower or otherwise) in respect of such Disbursement.

          SECTION 2.6.2. Disbursements. The applicable Issuer of a Letter of
Credit hereunder will notify the Borrower which requested the issuance of such
Letter of Credit and the applicable Administrative Agent promptly of the
presentment for payment of such Letter of Credit, together with notice of the
date (the "Disbursement Date") such payment shall be made (each such payment, a
"Disbursement"). Subject to the terms and provisions of such Letter of Credit
and this Agreement, such Issuer shall make such payment to the beneficiary (or
its designee) of such Letter of Credit. Not later than 12:00 noon on the first
Business Day following the Disbursement Date, such Borrower will reimburse such
Administrative Agent, for the account of such Issuer, for all amounts which such
Issuer has disbursed under such Letter of Credit in good faith, together with
interest thereon at a rate per annum equal to the rate per annum then in effect
for Alternate Base Rate Loans in the case of Disbursements relating to Letters
of Credit denominated in U.S. Dollars and for Canadian Prime Rate Loans in the
case of Disbursements relating to Letters of Credit denominated in Canadian
Dollars (with the then Applicable Margin for Revolving Loans accruing on such
amount) pursuant to Section 3.2 for the period from the Disbursement Date
through the date of such reimbursement.

          SECTION 2.6.3. Reimbursement. The obligation (a "Reimbursement
Obligation") of the applicable Borrower under Section 2.6.2 to reimburse an
Issuer hereunder with respect to each Disbursement (including interest thereon)
under Letters of Credit issued by such Issuer, and, upon the failure of such
Borrower to reimburse such Issuer therefor, each Revolving Loan Lender's
obligation under Section 2.6.1 to reimburse such Issuer according to its
applicable Percentage of the applicable Revolving Loan Commitment Amount, shall
be absolute and unconditional under any and all circumstances and irrespective
of any setoff, counterclaim or defense to payment which such Borrower or such
Revolving Loan Lender, as the case may be, may have or have had against such
Issuer or any Lender, including any defense based upon the failure of any
Disbursement to conform to the terms of the applicable Letter of Credit (if, in
an Issuer's good faith opinion, such Disbursement is determined to be
appropriate) or any non-application or misapplication by the beneficiary of the
proceeds of such Letter of Credit so long as such Disbursement is made in good
faith; provided that after paying in full its Reimbursement Obligation

                                      -58-
<PAGE>
hereunder, nothing herein shall adversely affect the right of such Borrower or
such Lender, as the case may be, to commence any proceeding against an Issuer
for any wrongful Disbursement made by such Issuer under a Letter of Credit as a
result of acts or omissions constituting gross negligence, bad faith or willful
misconduct on the part of such Issuer.

          SECTION 2.6.4. Deemed Disbursements. Upon the occurrence and during
the continuation of any Default under Section 8.1.9 or, upon notification by the
U.S. Administrative Agent (acting at the direction of the Required Lenders) to
the applicable Borrower of its obligations under this Section, at any time
following the occurrence and during the continuation of any other Event of
Default, (i) the aggregate Stated Amount of all Letters of Credit shall, without
demand upon or notice to either Borrower or any other Person, be deemed to have
been paid or disbursed by the applicable Issuers of such Letters of Credit
(notwithstanding that such amount may not in fact have been paid or disbursed),
and (ii) the applicable Borrower shall be immediately obligated to deposit with
(x) the U.S. Administrative Agent the amount deemed to have been so paid or
disbursed by the U.S. Issuers and (y) the Canadian Administrative Agent the
amount deemed to have been so paid or disbursed by the Canadian Issuers. Amounts
payable by such Borrower pursuant to this Section shall be deposited in
immediately available funds with the applicable Administrative Agent and held as
collateral security for the Reimbursement Obligations of such Borrower. When all
Defaults giving rise to the deemed disbursements under this Section 2.6.4 have
been cured or waived the applicable Administrative Agent shall return to the
applicable Borrower all amounts received from such Borrower then on deposit with
such Administrative Agent pursuant to this Section 2.6.4 which have not been
applied to the satisfaction of actual Reimbursement Obligations of such Borrower
not arising by operation of this Section 2.6.4.

          SECTION 2.6.5. Nature of Reimbursement Obligations. Each Obligor and,
to the extent set forth in Section 2.6.1, each Revolving Loan Lender shall
assume all risks of the acts, omissions or misuse of any Letter of Credit by the
beneficiary thereof. No Issuer (except to the extent of its own bad faith, gross
negligence or willful misconduct) shall be responsible for:

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

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

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

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

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

                                      -59-
<PAGE>
          SECTION 2.6.6. Deemed Issuance of Existing Letters of Credit. All
Letters of Credit outstanding under (and as defined in) the Original Credit
Agreement on the Amendment Effective Date shall, for all purposes hereof, be
deemed to be U.S. Letters of Credit issued, and shall be deemed to constitute a
usage of the U.S. Letter of Credit Commitment Amount, hereunder on the Amendment
Effective Date.

          SECTION 2.7. U.S. Register; U.S. Notes.

          (a) Each U.S. Lender may maintain in accordance with its usual
practice an account or accounts evidencing the Indebtedness of the U.S. Borrower
to such U.S. Lender resulting from each U.S. Loan made by such U.S. Lender to
the U.S. Borrower, including the amounts of principal and interest payable and
paid to such U.S. Lender from time to time hereunder. In the case of a U.S.
Lender that does not request, pursuant to clause (c) below, execution and
delivery of a U.S. Note or U.S. Notes evidencing the U.S. Loans made by such
U.S. Lender to the U.S. Borrower, such account or accounts shall, to the extent
not inconsistent with the notations made by the U.S. Administrative Agent in the
U.S. Register, be conclusive and binding on the U.S. Borrower absent manifest
error; provided that the failure of any U.S. Lender to maintain or correctly
maintain such account or accounts shall not limit or otherwise affect any
Obligations of the U.S. Borrower or any other Obligor.

          (b) The U.S. Borrower hereby designates the U.S. Administrative Agent
to serve as the U.S. Borrower's agent, solely for the purpose of this clause
(b), to maintain a register (the "U.S. Register") in which the U.S.
Administrative Agent will record each U.S. Lender's U.S. Commitments, the U.S.
Loans made by each U.S. Lender to the U.S. Borrower and each repayment in
respect of the principal amount of the U.S. Loans of each U.S. Lender to the
U.S. Borrower and annexed to which the U.S. Administrative Agent shall retain a
copy of each Lender Assignment Agreement delivered to the U.S. Administrative
Agent pursuant to Section 12.11. Failure to make any recordation, or any error
in such recordation, shall not affect the U.S. Borrower's or any other
applicable Obligor's obligation in respect of such Loans. The entries in the
U.S. Register shall be conclusive, in the absence of manifest error, and the
U.S. Borrower, the U.S. Administrative Agent and the U.S. Lenders shall treat
each Person in whose name a U.S. Loan (and as provided in clause (c) the U.S.
Note evidencing such U.S. Loan, if any) is registered as the owner thereof for
all purposes of this Agreement, notwithstanding notice or any provision herein
to the contrary. Subject to the last sentence of Section 12.11(a), a U.S.
Lender's Commitment and the U.S. Loans made pursuant thereto may be assigned or
otherwise transferred in whole or in part only by registration of such
assignment or transfer in the U.S. Register. Any assignment or transfer of a
U.S. Lender's Commitment and/or the U.S. Loans made pursuant thereto shall be
registered in the U.S. Register only upon delivery to the U.S. Administrative
Agent of a Lender Assignment Agreement duly executed by the assignor and
assignee thereof. Subject to the last sentence of Section 12.11(a), no
assignment or transfer of a U.S. Lender's Commitment or the Loans made pursuant
thereto shall be effective unless such assignment or transfer shall have been
recorded in the U.S. Register by the U.S. Administrative Agent as provided in
this Section 2.7.

          (c) The U.S. Borrower agrees that, upon the request to the U.S.
Administrative Agent by any U.S. Lender, the U.S. Borrower will execute and
deliver to such Lender, as applicable, a Term Note, U.S. Revolving Note and/or
U.S. Swing Line Note evidencing the U.S. Loans made by such U.S. Lender to the
U.S. Borrower. The U.S. Borrower hereby irrevocably

                                      -60-
<PAGE>
authorizes each U.S. Lender to make (or cause to be made) appropriate notations
on the grid attached to such U.S. Lender's U.S. Notes (or on any continuation of
such grid), which notations, if made, shall evidence, inter alia, the date of,
the outstanding principal amount of, and the interest rate and Interest Period
applicable to the U.S. Loans evidenced thereby. Such notations shall, to the
extent not inconsistent with the notations made by the U.S. Administrative Agent
in the U.S. Register, be conclusive and binding on the U.S. Borrower absent
manifest error; provided that the failure of any U.S. Lender to make any such
notations or any error in any such notation shall not limit or otherwise affect
any Obligations of any Obligor. The U.S. Loans evidenced by any such U.S. Note
and interest thereon shall at all times (including after assignment pursuant to
Section 12.11) be represented by one or more U.S. Notes payable to the order of
the payee named therein and its registered assigns. Subject to the last sentence
of Section 12.11(a), a U.S. Note and the obligation evidenced thereby may be
assigned or otherwise transferred in whole or in part only by registration of
such assignment or transfer of such Note and the obligation evidenced thereby in
the U.S. Register (and each U.S. Note shall expressly so provide). Any
assignment or transfer of all or part of an obligation evidenced by a U.S. Note
shall be registered in the U.S. Register only upon surrender for registration of
assignment or transfer of the U.S. Note evidencing such obligation, accompanied
by a Lender Assignment Agreement duly executed by the assignor thereof, and
thereupon, if requested by the assignee, one or more new U.S. Notes shall be
issued to the designated assignee and the old U.S. Note shall be returned by the
U.S. Administrative Agent to the U.S. Borrower marked "exchanged". Subject to
the last sentence of Section 12.11(a), no assignment of a U.S. Note and the
obligation evidenced thereby shall be effective unless it shall have been
recorded in the U.S. Register by the U.S. Administrative Agent as provided in
this Section 2.7.

          SECTION 2.8. Canadian Registers; Canadian Notes.

          (a) Each Canadian Lender may maintain in accordance with its usual
practice an account or accounts evidencing the Indebtedness of the Canadian
Borrower to such Canadian Lender resulting from each Canadian Loan made by such
Canadian Lender to the Canadian Borrower, including the amounts of principal and
interest payable and paid to such Canadian Lender from time to time hereunder.
In the case of a Canadian Lender that does not request, pursuant to clause (c)
below, execution and delivery of a Canadian Note or Canadian Notes evidencing
the Canadian Loans made by such Canadian Lender to the Canadian Borrower, such
account or accounts shall, to the extent not inconsistent with the notations
made by the Canadian Administrative Agent in the Canadian Register, be
conclusive and binding on the Canadian Borrower absent manifest error; provided
that the failure of any Canadian Lender to maintain or correctly maintain such
account or accounts shall not limit or otherwise affect any Obligations of the
Canadian Borrower or any other Obligor.

          (b) The Canadian Borrower hereby designates the Canadian
Administrative Agent to serve as the Canadian Borrower's agent, solely for the
purpose of this clause (b), to maintain a register (a "Canadian Register") in
which the Canadian Administrative Agent will record each Canadian Lender's
Commitments, the Canadian Loans made by each applicable Canadian Lender to the
Canadian Borrower and each repayment in respect of the principal amount of such
Canadian Loans of each such Canadian Lender to the Canadian Borrower and annexed
to which such Canadian Administrative Agent shall retain a copy of each Lender
Assignment Agreement delivered to the Canadian Administrative Agent pursuant to
Section 12.11. Failure to

                                      -61-
<PAGE>
make any recordation, or any error in such recordation, shall not affect the
Canadian Borrower's or any other applicable Obligor's obligation in respect of
the Canadian Loans. The entries in a Canadian Register shall be conclusive, in
the absence of manifest error, and the Canadian Borrower, the Canadian
Administrative Agent and the applicable Canadian Lenders shall treat each Person
in whose name a Canadian Loan (and as provided in clause (c) the Canadian Note
evidencing such Canadian Loan, if any) is registered as the owner thereof for
all purposes of this Agreement, notwithstanding notice or any provision herein
to the contrary. Subject to the last sentence of Section 12.11(a), a Canadian
Lender's Canadian Commitment and the Canadian Loans made pursuant thereto may be
assigned or otherwise transferred in whole or in part only by registration of
such assignment or transfer in the Canadian Register. Any assignment or transfer
of a Canadian Lender's Canadian Commitment and/or the Canadian Loans made
pursuant thereto shall be registered in the Canadian Register only upon delivery
to the Canadian Administrative Agent of a Lender Assignment Agreement duly
executed by the assignor and assignee thereof. Subject to the last sentence of
Section 12.11(a), no assignment or transfer of a Canadian Lender's Canadian
Commitment or the Canadian Loans made pursuant thereto shall be effective unless
such assignment or transfer shall have been recorded in the Canadian Register by
the Canadian Administrative Agent as provided in this Section 2.8.

          (c) The Canadian Borrower agrees that, upon the request to the
Canadian Administrative Agent by any Canadian Lender, the Canadian Borrower will
execute and deliver to such Canadian Lender, as applicable, a Canadian Revolving
Note and/or Canadian Swing Line Note evidencing the Canadian Loans made by such
Canadian Lender. The Canadian Borrower hereby irrevocably authorizes each
Canadian Lender to make (or cause to be made) appropriate notations on the grid
attached to such Canadian Lender's Canadian Notes (or on any continuation of
such grid), which notations, if made, shall evidence, inter alia, the date of,
the outstanding principal amount of, and the interest rate and Interest Period
applicable to the Canadian Loans evidenced thereby. Such notations shall, to the
extent not inconsistent with the notations made by the Canadian Administrative
Agent in the Canadian Register, be conclusive and binding on the Canadian
Borrower absent manifest error; provided that the failure of any Canadian Lender
to make any such notations or any error in any such notation shall not limit or
otherwise affect any Obligations of any Obligor. The Canadian Loans evidenced by
any such Canadian Note and interest thereon shall at all times (including after
assignment pursuant to Section 12.11) be represented by one or more Canadian
Notes payable to the order of the payee named therein and its registered
assigns. Subject to the last sentence of Section 12.11(a), a Canadian Note and
the obligation evidenced thereby may be assigned or otherwise transferred in
whole or in part only by registration of such assignment or transfer of such
Canadian Note and the obligation evidenced thereby in the Canadian Register (and
each Canadian Note shall expressly so provide). Any assignment or transfer of
all or part of an obligation evidenced by a Canadian Note shall be registered in
the Canadian Register only upon surrender for registration of assignment or
transfer of the Canadian Note evidencing such obligation, accompanied by a
Lender Assignment Agreement duly executed by the assignor thereof, and
thereupon, if requested by the assignee, one or more new Canadian Notes shall be
issued to the designated assignee and the old Canadian Note shall be returned by
the Canadian Administrative Agent to the Canadian Borrower marked "exchanged".
Subject to the last sentence of Section 12.11(a), no assignment of a Canadian
Note and the obligation evidenced thereby shall be effective unless it shall
have been recorded in the Canadian Register by the Canadian Administrative Agent
as provided in this Section 2.8.

                                      -62-
<PAGE>
          SECTION 2.9. Canadian BAs. Not in limitation of any other provision of
this Agreement, but in furtherance thereof, the provisions of this Section 2.9
shall further apply to the acceptance, rolling over and conversion of Canadian
BAs.

          SECTION 2.9.1. Funding of Canadian BAs. If the Canadian Administrative
Agent receives a Borrowing Request or a Continuation/Conversion Notice from the
Canadian Borrower requesting a Borrowing or a rollover of or a conversion into a
Canadian Loan by way of Canadian BAs, the Canadian Administrative Agent shall
notify each of the applicable Canadian Lenders, prior to 11:00 a.m., Toronto
time, on the second Business Day prior to the date of such Credit Extension, of
such request and of each such Canadian Lender's Canadian Revolving Loan
Percentage of such Canadian Revolving Loan. Each applicable Canadian Lender
shall, not later than 11:00 a.m., Toronto time, on the date of each Canadian
Revolving Loan by way of Canadian BAs (whether in respect of the Credit
Extension or pursuant to a rollover or conversion), accept drafts of the
Canadian Borrower which are presented to it for acceptance and which have an
aggregate face amount equal to such Canadian Lender's Canadian Revolving Loan
Percentage of the total Credit Extension being made available by way of Canadian
BAs on such date. With respect to each drawdown of, rollover of or conversion
into Canadian BAs, each such Canadian Lender shall not be required to accept any
draft which has a face amount which is not in an integral multiple of
Cdn$100,000. Concurrent with the acceptance of drafts of the Canadian Borrower
as aforesaid, each applicable Canadian Lender shall make available to the
Canadian Administrative Agent the aggregate Notional BA Proceeds with respect to
the Canadian BAs being purchased by such Canadian Lender (net of the aggregate
amount required to repay such Canadian Lender's outstanding Canadian BAs that
are maturing on such date and/or Canadian Prime Rate Loans of such Canadian
Lender that are being converted on such date). The Canadian Administrative Agent
shall, upon fulfillment by the Canadian Borrower of the terms and conditions set
forth in Article V, make such amount, if any, received from the applicable
Canadian Lenders available to the Canadian Borrower on the date of such Credit
Extension by crediting the designated account of the Canadian Borrower. Each
Canadian BA to be accepted by any Canadian Lender shall be accepted by such
Canadian Lender at its Domestic Office located in Canada.

          SECTION 2.9.2. Execution of Canadian BAs. To facilitate the acceptance
of Canadian BAs hereunder, the Canadian Borrower hereby appoints each Canadian
Lender as its attorney to sign and endorse on its behalf, as and when considered
necessary by the Canadian Lender, an appropriate number of drafts in the form
prescribed by that Canadian Lender. Each Canadian Lender may, at its option,
execute any draft in handwriting or by the facsimile or mechanical signature of
any of its authorized officers, and the Canadian Lenders are hereby authorized
to accept or pay, as the case may be, any draft of the Canadian Borrower which
purports to bear such a signature notwithstanding that any such individual has
ceased to be an authorized officer of the Canadian Lender, in which case any
such draft or Canadian BA shall be as valid as if he or she were an authorized
officer at the date of issue of the draft or Canadian BA. Any drafts or Canadian
BA signed by a Canadian Lender as attorney for the Canadian Borrower, whether
signed in handwriting or by the facsimile or mechanical signature of an
authorized officer of a Canadian Lender, may be dealt with by the Canadian
Administrative Agent or any Canadian Lender to all intents and purposes and
shall bind the Canadian Borrower as if duly signed and issued by the Canadian
Borrower. The receipt by the Canadian Administrative Agent of a request for a
Borrowing by way of Canadian BAs shall be each applicable Canadian Lender's
sufficient authority to execute, and each applicable Canadian Lender shall,
subject to the terms

                                      -63-
<PAGE>
and conditions of this Agreement, execute drafts in accordance with such request
and the advice of the Canadian Administrative Agent given pursuant to this
Section 2.9.2, and the drafts so executed shall thereupon be deemed to have been
presented for acceptance.

          SECTION 2.9.3. Special Provisions Relating to Acceptance Notes.

          (a) The Canadian Borrower and each applicable Canadian Lender hereby
acknowledge and agree that from time to time certain Canadian Lenders may not be
authorized to or may, as a matter of general corporate policy, elect not to
accept Canadian BA drafts, and the Canadian Borrower and each applicable
Canadian Lender agrees that any such Canadian Lender may purchase Acceptance
Notes of the Canadian Borrower in accordance with the provisions of Section
2.9.3(b) in lieu of accepting Canadian BAs for its account.

          (b) In the event that any Canadian Lender described in Section
2.9.3(a) above is unable to, or elects as a matter of general corporate policy
not to, accept Canadian BAs hereunder, such Canadian Lender shall not accept
Canadian BAs hereunder, but rather, if the Canadian Borrower requests the
acceptance of such Canadian BAs, the Canadian Borrower shall deliver to such
Canadian Lender non-interest bearing promissory notes (each, an "Acceptance
Note") of the Canadian Borrower, substantially in the form of Exhibit A-6
hereto, having the same maturity as the Canadian BAs that would otherwise be
accepted by such Canadian Lender and in an aggregate principal amount equal to
the undiscounted face amount of such Canadian BAs. Each such Canadian Lender
hereby agrees to purchase each Acceptance Note from the Canadian Borrower at a
purchase price equal to the Notional BA Proceeds for a Lender which would have
been applicable if a Canadian BA draft had been accepted by such Lender and such
Acceptance Notes shall be governed by the provisions of this Article II as if
they were Canadian BAs.

                                  ARTICLE III
                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

          SECTION 3.1. Repayments and Prepayments; Application. Each Borrower
agrees that the Loans shall be repaid and prepaid pursuant to the following
terms.

          SECTION 3.1.1. Repayments and Prepayments. Each Borrower shall repay
in full the unpaid principal amount of each Loan made to it upon the applicable
Stated Maturity Date therefor. Prior thereto, payments and prepayments of Loans
shall or may be made as set forth below.

          (a) From time to time on any Business Day, either Borrower may make a
voluntary prepayment, in whole or in part, of the outstanding principal amount
of any

               (i) Loans (other than Swing Line Loans and Canadian BAs);
          provided that (A) any such prepayment of the Term Loans shall be made
          pro rata among Term Loans of the same type and, if applicable, having
          the same Interest Period of all Lenders that have made such Term Loans
          (to be applied as set forth in Section 3.1.2), and any such prepayment
          of Revolving Loans of any Tranche shall be

                                      -64-
<PAGE>
          made pro rata among the Revolving Loans of such Tranche of the same
          type and, if applicable, having the same Interest Period of all
          Lenders that have made such Revolving Loans (to be applied as set
          forth in Section 3.1.2); (B) all such voluntary prepayments shall
          require at least one but no more than five Business Days' prior
          written notice to the applicable Administrative Agent; and (C) all
          such voluntary partial prepayments shall be in an aggregate minimum
          amount of $1,000,000 (or, in the case of Canadian Loans denominated in
          Canadian Dollars, Cdn$1,000,000) and in an integral multiple of
          $100,000 (or, in the case of Canadian Loans denominated in Canadian
          Dollars, Cdn$100,000), or in the aggregate principal amount of all
          Loans of the applicable Tranche and type then outstanding; and

               (ii) Swing Line Loans; provided that

                 (A) all such voluntary prepayments shall require prior
          telephonic notice to the applicable Swing Line Lender not later than
          2:00 p.m. on the day of such prepayment (such notice to be confirmed
          in writing within 24 hours thereafter); and

                 (B) all such voluntary partial prepayments shall be, in the
          case of U.S. Swing Line Loans, in an aggregate minimum amount of
          $500,000 and in an integral multiple of $100,000, and, in the case of
          Canadian Swing Line Loans, in an aggregate minimum amount of $500,000
          and in an integral multiple of $100,000 (or, in the case of Canadian
          Swing Line Loans denominated in Canadian Dollars, in an aggregate
          minimum amount of Cdn$500,000 and in an integral multiple of
          Cdn$100,000).

          (b) (i) On each date when the sum of (A) the aggregate outstanding
principal amount of all U.S. Revolving Loans and U.S. Swing Line Loans and (B)
the aggregate amount of all U.S. Letter of Credit Outstandings exceeds the U.S.
Revolving Loan Commitment Amount as then in effect, the U.S. Borrower shall make
a mandatory prepayment of U.S. Revolving Loans or U.S. Swing Line Loans (or
both) to the U.S. Administrative Agent and, if necessary, Cash Collateralize
U.S. Letter of Credit Outstandings, in an aggregate amount equal to such excess.

          (ii) Except as otherwise provided in clause (iii) below, on each date
when the sum of (A) the aggregate outstanding principal amount of all Canadian
Revolving Loans and Canadian Swing Line Loans and (B) the aggregate amount of
all Canadian Letter of Credit Outstandings exceeds the Canadian Revolving Loan
Commitment Amount as then in effect, the Canadian Borrower shall make a
mandatory prepayment of Canadian Revolving Loans or Canadian Swing Line Loans
(or both) to the Canadian Administrative Agent and, if necessary, Cash
Collateralize Canadian Letter of Credit Outstandings, in an aggregate amount
equal to such excess.

          (iii) In the event any outstanding Canadian Revolving Loans, Canadian
Swing Line Loans or Canadian Letter of Credit Outstandings are denominated in
Canadian Dollars, within one Business Day following the receipt of a notice from
the Canadian Administrative Agent that

                                      -65-
<PAGE>
          (A) solely because of a fluctuation in the U.S. Dollar Equivalent
     thereof, the sum of the aggregate outstanding principal amount of Canadian
     Revolving Loans and Canadian Swing Line Loans denominated in Canadian
     Dollars (calculated at the U.S. Dollar Equivalent thereof) and the
     aggregate amount of all Canadian Letter of Credit Outstandings with respect
     to any Canadian Letters of Credit denominated in Canadian Dollars
     (calculated at the U.S. Dollar Equivalent thereof)

     exceeds

          (B) 103% of the amount by which the then existing Canadian Revolving
     Loan Commitment Amount exceeds the aggregate amount of Canadian Revolving
     Loans and Canadian Swing Line Loans denominated in U.S. Dollars and Letter
     of Credit Outstandings denominated in U.S. Dollars,

then, the Canadian Borrower shall make a mandatory prepayment of the Canadian
Revolving Loans or Canadian Swing Line Loans (or both) to the Canadian
Administrative Agent and, if necessary, Cash Collateralize Canadian Letter of
Credit Outstandings, in an aggregate amount equal to such excess.

          (c) With respect to the Term Loans, (A) on each Quarterly Payment Date
occurring during the period commencing on (and including) September 30, 2005
through and including September 30, 2009, the U.S. Borrower shall make a
scheduled repayment of the aggregate outstanding principal amount, if any, of
all Term Loans in an aggregate amount equal to $437,500, and (B) on each
Quarterly Payment Date occurring thereafter and on the Stated Maturity Date for
Term Loans, the U.S. Borrower shall make a scheduled repayment of the aggregate
outstanding principal amount, if any, of all Term Loans in an aggregate amount
equal to $41,890,625 (in each case as such amounts may have been reduced
pursuant to clause (b) of Section 3.1.2).

          (d) Following the receipt by Holdings or any of its Subsidiaries of
any Net Casualty Proceeds in excess of $1,000,000 (individually or in the
aggregate when taken together with all other Net Casualty Proceeds and all Net
Disposition Proceeds) over the course of a Fiscal Year, the U.S. Borrower shall
deliver to the Administrative Agents a calculation of the amount of such Net
Casualty Proceeds and the U.S. Borrower shall make a mandatory prepayment of the
Term Loans in an amount equal to 100% of such Net Casualty Proceeds within 30
days of the receipt thereof to be applied as set forth in Section 3.1.2;
provided that no mandatory prepayment on account of Net Casualty Proceeds shall
be required under this clause if the U.S. Borrower informs the Administrative
Agents in writing no later than 30 days following receipt of such Net Casualty
Proceeds of its or such Subsidiary's good faith intention to apply such Net
Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or
condemned assets or property and the U.S. Borrower or such Subsidiary in fact
uses such Net Casualty Proceeds to rebuild or replace such assets or property
within 360 days following the receipt of such Net Casualty Proceeds, with the
amount of such Net Casualty Proceeds unused after such 360-day period being
applied to the repayment of Term Loans pursuant to Section 3.1.2; provided,
further, that at any time when any Payment Default or Event of Default shall
have occurred and be continuing, all Net Casualty Proceeds (together with Net
Disposition Pro-

                                      -66-
<PAGE>
ceeds not applied as provided in clause (e) below) shall be deposited in an
account maintained with the U.S. Administrative Agent (or, in the case of all
Net Casualty Proceeds (together with Net Disposition Proceeds not applied as
provided in clause (e) below) received by the Canadian Borrower or any of its
Subsidiaries, the Canadian Administrative Agent) to pay for such rebuilding,
replacement or use whenever no Payment Default or Event of Default is then
continuing or except as otherwise agreed to by the applicable Administrative
Agent for disbursement at the request of such Borrower or such Subsidiary, as
the case may be.

          (e) Following the receipt by Holdings or any of its Subsidiaries of
any Net Disposition Proceeds in excess of $1,000,000 (individually or in the
aggregate when taken together with all other Net Disposition Proceeds and all
Net Casualty Proceeds) over the course of a Fiscal Year, the U.S. Borrower shall
deliver to the Administrative Agents a calculation of the amount of such Net
Disposition Proceeds and the U.S. Borrower shall make a mandatory prepayment of
the Term Loans in an amount equal to 100% of such Net Disposition Proceeds
within one Business Day of the receipt thereof to be applied as set forth in
Section 3.1.2; provided that no mandatory prepayment on account of Net
Disposition Proceeds shall be required under this clause (e) if the U.S.
Borrower informs the Administrative Agents in writing promptly following the
receipt of such Net Disposition Proceeds of its or such Subsidiary's good faith
intention to reinvest such Net Disposition Proceeds in assets or property that
will be used or useful in its business and the U.S. Borrower or such Subsidiary
in fact so reinvests such Net Disposition Proceeds within 360 days following the
receipt of such Net Disposition Proceeds, with the amount of such Net
Disposition Proceeds not so reinvested after such 360-day period being applied
to the repayment of Term Loans pursuant to Section 3.1.2; provided, further,
that at any time when any Payment Default or Event of Default shall have
occurred and be continuing, all Net Disposition Proceeds (together with Net
Casualty Proceeds not applied as provided in clause (d) above) shall be
deposited in an account maintained with the U.S. Administrative Agent (or, in
the case of all Net Disposition Proceeds (together with Net Casualty Proceeds
not applied as provided in clause (d) above) received by the Canadian Borrower
or any of its Subsidiaries, the Canadian Administrative Agent) to be so used
whenever no Payment Default or Event of Default is then continuing or except as
otherwise agreed to by the applicable Administrative Agent for disbursement at
the request of such Borrower or such Subsidiary, as the case may be.

          (f) No later than five Business Days following the delivery of its
annual audited financial reports required pursuant to clause (b) of Section
7.1.1 for the 2005 Fiscal Year and each Fiscal Year thereafter, the U.S.
Borrower shall deliver to the Agents a calculation of the Excess Cash Flow for
such Fiscal Year and the U.S. Borrower shall make a mandatory prepayment of Term
Loans in an amount equal to the applicable ECF Percentage of Excess Cash Flow
(if any) for such Fiscal Year, to be applied as set forth in Section 3.1.2.

          (g) Concurrently with the receipt by Holdings, either Borrower or any
respective Subsidiary thereof of any Net Debt Proceeds, the U.S. Borrower shall
deliver to the Administrative Agents a calculation of the amount of such Net
Debt Proceeds and the U.S. Borrower shall make a mandatory prepayment of the
Term Loans under its Facility in an amount equal to 100% of such Net Debt
Proceeds to be applied as set forth in Section 3.1.2.

          (h) Concurrently with the receipt by any Parent of any Net Equity
Proceeds, Holdings (or any direct parent company hereof) shall deliver to the
Administrative Agents a calculation of the amount of such Net Equity Proceeds
and a mandatory prepayment by the U.S. Borrower of Term Loans shall be made in
an amount equal to 50% of such Net Equity Proceeds to be applied as set forth in
Section 3.1.2; provided that no such mandatory prepayment with re-

                                      -67-
<PAGE>
spect to any such Net Equity Proceeds shall be required if the Leverage Ratio
was less than 2.00:1 as of the last day of the most recent Fiscal Quarter for
which a Compliance Certificate was delivered pursuant to clause (e) of Section
7.1.1.

          (i) Immediately upon any acceleration of any Loans pursuant to Section
8.2 or Section 8.3, the applicable Borrower shall repay all the Loans made to
it, unless, pursuant to Section 8.3, only a portion of all the Loans is so
accelerated (in which case the portion so accelerated shall be so repaid).

          Each prepayment of any Loans made pursuant to this Section shall be
without premium or penalty, except as may be required by Section 4.4.

          SECTION 3.1.2. Application. Amounts prepaid pursuant to Section 3.1.1
shall be applied as set forth in this Section 3.1.2.

          (a) Subject to clause (b) below, each prepayment or repayment of the
principal of the Loans of any Tranche shall be applied, to the extent of such
prepayment or repayment, first, to the principal amount thereof being maintained
as Base Rate Loans, and second, subject to the terms of Section 4.4, to the
principal amount thereof being maintained as Fixed Rate Loans.

          (b) Each prepayment of Term Loans made pursuant to clauses (a), (d),
(e), (f), (g) and (h) of Section 3.1.1 shall be applied (i) first, to a
mandatory prepayment of the outstanding principal amount of all Term Loans (with
the amount of such prepayment of such applicable Term Loans being applied to the
remaining scheduled amortization payments of such Term Loans, pro rata against
such remaining Term Loan amortization payments, unless the applicable Borrower
notifies the applicable Administrative Agent, in writing, at the time of such
mandatory prepayment, of its election to apply such amounts (in which event such
amounts will be applied) in direct order of such scheduled amortization
payments), and (ii) second, once all Term Loans have been repaid in full, to the
repayment of any outstanding Revolving Loans under the applicable Facility of
the respective Borrower (with no corresponding reduction to the applicable
Revolving Loan Commitment Amount).

          SECTION 3.2. Interest Provisions. Interest on the outstanding
principal amount of Loans (other than interest payable with respect to Canadian
BAs) shall accrue and be payable by the Borrowers in accordance with the terms
set forth below.

          SECTION 3.2.1. Rates. Subject to Section 2.3.2, pursuant to an
appropriately delivered Borrowing Request or Continuation/Conversion Notice,
each Borrower may elect that Loans comprising a Borrowing accrue interest at a
rate per annum (i) on that portion maintained from time to time as a Base Rate
Loan, equal to the sum of the Alternate Base Rate (if such Loan is a U.S. Loan
or a Canadian Loan denominated in U.S. Dollars) or Canadian Prime Rate (if such
Loan is a Canadian Loan denominated in Canadian Dollars) from time to time in
effect plus the Applicable Margin; provided that Swing Line Loans shall always
accrue interest at the then effective interest rate for Revolving Loans
maintained as Base Rate Loans under the respective Facility plus the Applicable
Margin, and (ii) on that portion maintained as a Eurodollar Loan, during each
Interest Period applicable thereto, equal to the sum of the Eurodollar Rate for
such Interest Period plus the Applicable Margin. All Eurodollar Loans shall bear
interest

                                      -68-
<PAGE>
from and including the first day of the applicable Interest Period to (but not
including) the last day of such Interest Period at the interest rate determined
as applicable to such Eurodollar Loan.

          SECTION 3.2.2. Post-Maturity Rates. After the date any principal
amount of any Loan or Reimbursement Obligation is due and payable (whether on
the Stated Maturity Date, upon acceleration or otherwise), or after any other
monetary Obligation of either Borrower under a particular Tranche shall have
become due and payable, such Borrower shall pay interest (after as well as
before judgment) on such delinquent amounts at a rate per annum equal to 2% plus
the higher of (i) the Base Rate applicable to such Tranche from time to time in
effect plus the Applicable Margin for such Base Rate Loans and (ii) the rate
otherwise applicable to such Loan or other monetary Obligation.

          SECTION 3.2.3. Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

          (a) on the Stated Maturity Date therefor;

          (b) on the date of any payment or prepayment, in whole or in part, of
     principal outstanding on such Loan on the principal amount so paid or
     prepaid;

          (c) with respect to Base Rate Loans, on each Quarterly Payment Date
     occurring after the Amendment Effective Date;

          (d) with respect to Eurodollar Loans, on the last day of each
     applicable Interest Period (and, if such Interest Period shall exceed three
     months, on the date occurring on each three-month interval occurring after
     the first day of such Interest Period);

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

          (f) on that portion of any Loans the Stated Maturity Date of which is
     accelerated pursuant to Section 8.2 or Section 8.3, immediately upon such
     acceleration.

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

          SECTION 3.2.4. Interest Act Provision.

          (a) For the purposes of the Interest Act (Canada), whenever interest
payable pursuant to this Agreement is calculated with respect to any monetary
Obligation relating to the Canadian Facility on the basis of a period other than
a calendar year (the "Calculation Period"), each rate of interest determined
pursuant to such calculation expressed as an annual rate is equivalent to such
rate as so determined, multiplied by the actual number of days in the calendar
year in which the same is to be ascertained and divided by the number of days in
the Calculation Period.

                                      -69-
<PAGE>
          (b) The principle of deemed reinvestment of interest with respect to
any monetary Obligation relating to the Canadian Facility shall not apply to any
interest calculation under this Agreement.

          (c) The rates of interest with respect to any monetary Obligation
relating to the Canadian Facility stipulated in this Agreement are intended to
be nominal rates and not effective rates or yields.

          SECTION 3.3. Fees. The respective Borrower agrees to pay the fees set
forth below. All such fees shall be non-refundable.

          SECTION 3.3.1. Commitment Fee. Each of the U.S. Borrower and the
Canadian Borrower, as applicable, agrees to pay to the U.S. Administrative Agent
with respect to the U.S. Facility and the Canadian Administrative Agent with
respect to the Canadian Facility, for the account of each Revolving Loan Lender
under such Facility, for the period (including any portion thereof when such
Lenders' Revolving Loan Commitment under such Facility is suspended by reason of
such Borrower's inability to satisfy any condition of Section 5.2) commencing on
the Amendment Effective Date and continuing through the applicable Revolving
Loan Commitment Termination Date, a commitment fee in an amount equal to the
Applicable Commitment Fee, in each case on such Lender's Revolving Loan
Percentage under such Facility of the sum of the average daily unused portion of
the applicable Revolving Loan Commitment Amount (net of Letter of Credit
Outstandings); provided, however, that the acceptance of Canadian BAs shall
constitute usage of the Canadian Revolving Loan Commitment with respect to the
calculation of such commitment fee. All commitment fees payable pursuant to this
Section 3.3.1 shall be payable by the applicable Borrower in arrears on each
Quarterly Payment Date, commencing with the first Quarterly Payment Date
following the Amendment Effective Date and on the applicable Revolving Loan
Commitment Termination Date. Payments by the applicable Borrower to the
applicable Swing Line Lender in respect of accrued interest on any U.S. Swing
Line Loan or Canadian Swing Line Loan shall be net of the commitment fee payable
in respect of such Swing Line Lender's applicable Revolving Loan Commitment (or,
in the case such Revolving Loan Commitment exceeds the aggregate principal
amount of such Swing Line Loans, the portion of such Revolving Loan Commitment
equal to such aggregate principal amount) for the period during which such Swing
Line Loans were outstanding.

          SECTION 3.3.2. Agents' Fee. Each Borrower agrees to pay the fees in
the amounts and on the dates set forth in the Fee Letter.

          SECTION 3.3.3. Letter of Credit Fees. Each Borrower, as applicable,
agrees to pay to the U.S. Administrative Agent with respect to the U.S. Facility
and the Canadian Administrative Agent with respect to the Canadian Facility, for
the pro rata account of each Revolving Loan Lender that has a Percentage greater
than zero in respect of the applicable Revolving Loan Commitment Amount under
such Facility, a Letter of Credit fee in an amount per annum equal to the then
effective Applicable Margin for Revolving Loans maintained as Eurodollar Loans,
multiplied by the Stated Amount of each such Letter of Credit, such fees being
payable quarterly in arrears on each Quarterly Payment Date following the date
of issuance of each Letter of Credit applicable to such Revolving Loan
Commitment Amount and on the applicable Revolving Loan Commitment Termination
Date. Each Borrower further agrees to pay to the applicable Issuer under such
Facility (subject to the proviso to this sentence) quarterly in arrears on

                                      -70-
<PAGE>
each Quarterly Payment Date following the date of each issuance and extension of
each Letter of Credit issued or extended by such Issuer and on the applicable
Revolving Loan Commitment Termination Date, a facing fee in an amount equal to
1/8 of 1% per annum on the Stated Amount of such Letter of Credit; provided
that, if on the date any Letter of Credit is issued and on each anniversary
thereof the facing fee which would accrue with respect to such Letter of Credit
over the succeeding 365 days (assuming such Letter of Credit would remain
undrawn until its Stated Expiry Date) would be less than $500 (or Cdn$500 with
respect to any Canadian Letters of Credit denominated in Canadian Dollars), such
Borrower shall pay such Issuer a facing fee of $500 (or Cdn$500 with respect to
any Canadian Letters of Credit denominated in Canadian Dollars) with respect to
such Letter of Credit in advance on the date of such issuance or anniversary. In
addition to the fees described in the preceding two sentences of this Section
3.3.3, each Borrower agrees to pay to each Issuer under its respective Facility
its customary processing fees for issuing, modifying and making payment under
each Letter of Credit issued by such Issuer to such Borrower.

                                   ARTICLE IV
              CERTAIN EURODOLLAR, CANADIAN BA AND OTHER PROVISIONS

          SECTION 4.1. Eurodollar Lending Unlawful. If any Lender shall in good
faith determine (which determination shall, upon notice thereof to the
applicable Borrower and the applicable Administrative Agent, be conclusive and
binding on such Borrower) that the introduction of or any change in or in the
interpretation of any law makes it unlawful, or any Governmental Authority
asserts that it is unlawful, for such Lender to make or continue any Loan as, or
to convert any Loan into, a Eurodollar Loan, the obligations of such Lender to
make, continue or convert any such Eurodollar Loan shall, upon such
determination, forthwith be suspended until such Lender shall notify the
applicable Administrative Agent that the circumstances causing such suspension
no longer exist, and all outstanding Eurodollar Loans payable to such Lender
shall automatically convert into Base Rate Loans under the applicable Facility
at the end of the then current Interest Periods with respect thereto or sooner,
if required by such law or assertion.

          SECTION 4.2. Deposits Unavailable; Circumstances making Canadian BAs
Unavailable.

          (a) If the applicable Administrative Agent shall have determined in
good faith that (i) deposits in the relevant Currency and amount and for the
relevant Interest Period are not available to it in the interbank eurodollar
market or (ii) by reason of circumstances affecting the interbank eurodollar
market, adequate means do not exist for ascertaining the interest rate
applicable hereunder to Eurodollar Loans then, upon notice from the applicable
Administrative Agent to the applicable Borrower and the applicable Lenders, the
obligations of all such Lenders under Section 2.3 and Section 2.4 to make or
continue any Loans as, or to convert any Loans into, Eurodollar Loans of such
Currency shall forthwith be suspended until the applicable Administrative Agent
shall notify the applicable Borrower and the applicable Lenders that the
circumstances causing such suspension no longer exist.

          (b) If the Canadian Administrative Agent shall have determined in good
faith that by reason of circumstances affecting the Canadian money market, there
is no market for Ca-

                                      -71-
<PAGE>
nadian BAs, then the right of the Canadian Borrower to request the acceptance of
Canadian BAs and the acceptance thereof shall be suspended until the Canadian
Administrative Agent determines that the circumstances causing such suspension
no longer exist and the Canadian Administrative Agent so notifies the Canadian
Borrower.

          SECTION 4.3. Increased Loan Costs, etc.

          (a) The U.S. Borrower agrees to reimburse each U.S. Lender for any
increase in the cost to such U.S. Lender of, or any reduction in the amount of
any sum receivable by such U.S. Lender in respect of, such U.S. Lender's
Commitments hereunder in respect of Eurodollar Loans made to it (including the
making, continuing or maintaining (or of such U.S. Lender's obligation to make
or continue) any Eurodollar Loans) that arise in connection with any change in,
or the introduction, adoption, effectiveness, interpretation, reinterpretation
or phase-in after the Original Closing Date (or, with respect to any U.S. Lender
that became a U.S. Lender on or subsequent to the Amendment Effective Date,
after the Amendment Effective Date) of, any law or regulation, directive,
guideline, decision or request (whether or not having the force of law) of any
Governmental Authority, except for such changes with respect to increased
capital costs and Taxes which are governed by Sections 4.5 and 4.6,
respectively. Each affected U.S. Lender shall promptly notify the U.S.
Administrative Agent and the U.S. Borrower in writing of the occurrence of any
such event, stating, in reasonable detail, the reasons therefor and the
additional amount required fully to compensate such U.S. Lender for such
increased cost or reduced amount. Such additional amounts shall be payable by
the U.S. Borrower directly to such U.S. Lender within five days of its receipt
of such notice, and such notice shall, in the absence of manifest error, be
conclusive and binding on the U.S. Borrower.

          (b) The Canadian Borrower agrees to reimburse each Canadian Lender for
any increase in the cost to such Canadian Lender of, or any reduction in the
amount of any sum receivable by such Canadian Lender in respect of, such
Canadian Lender's Commitments hereunder in respect of Fixed Rate Loans made to
it (including the making, continuing or maintaining (or of such Canadian
Lender's obligation to make or continue) any Canadian Loans as Fixed Rate Loans)
that arise in connection with any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase-in after the Amendment
Effective Date of, any law or regulation, directive, guideline, decision or
request (whether or not having the force of law) of any Governmental Authority,
except for such changes with respect to increased capital costs and Taxes which
are governed by Sections 4.5 and 4.6, respectively. Each affected Canadian
Lender shall promptly notify the applicable Canadian Administrative Agent and
the Canadian Borrower in writing of the occurrence of any such event, stating,
in reasonable detail, the reasons therefor and the additional amount required
fully to compensate such Canadian Lender for such increased cost or reduced
amount. Such additional amounts shall be payable by the Canadian Borrower
directly to such Canadian Lender within five days of its receipt of such notice,
and such notice shall, in the absence of manifest error, be conclusive and
binding on the Canadian Borrower.

          SECTION 4.4. Funding Losses. In the event any Lender shall incur any
loss or expense (including any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender)
to make or continue any portion of the principal amount of any Loan as, or to
convert any portion of the principal amount of any Loan into, a Fixed Rate Loan
(but excluding any loss of margin after the date of the relevant conversion,
repayment, prepayment or failure to borrow, continue or convert) as a result of:

                                      -72-
<PAGE>
          (a) any conversion or repayment or prepayment of the principal amount
     of any Fixed Rate Loan on a date other than the scheduled last day of the
     Interest Period applicable thereto, whether pursuant to Article III or
     otherwise;

          (b) any Loans not being made as Fixed Rate Loans, in each case in
     accordance with the Borrowing Request therefor; or

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

then, upon the written notice of such Lender to the applicable Borrower (with a
copy to the applicable Administrative Agent), such Borrower shall, within five
days of its receipt thereof, pay directly to such Lender such amount as will (in
the reasonable determination of such Lender) reimburse such Lender for such loss
or expense. Such written notice shall, in the absence of manifest error, be
conclusive and binding on such Borrower.

          SECTION 4.5. Increased Capital Costs. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any Governmental Authority after the
Original Closing Date (or, with respect to any Lender that became a Lender on or
subsequent to the Amendment Effective Date, after the Amendment Effective Date)
affects or would affect the amount of capital required or expected to be
maintained by any Lender or any Person controlling such Lender, and such Lender
determines (in its good faith discretion) that the rate of return on its or such
controlling Person's capital as a consequence of the Commitments or the Credit
Extensions made, or the Letters of Credit participated in, by such Lender is
reduced to a level below that which such Lender or such controlling Person could
have achieved but for the occurrence of any such circumstance, then upon notice
from time to time by such Lender to the applicable Borrower, such Borrower shall
within five days following receipt of such notice pay directly to such Lender
additional amounts sufficient to compensate such Lender or such controlling
Person for such reduction in rate of return. A statement of such Lender as to
any such additional amount or amounts and setting forth in reasonable detail the
calculation thereof shall, in the absence of manifest error, be conclusive and
binding on such Borrower. In determining such amount, such Lender may use any
reasonable method of averaging and attribution that it (in its sole and absolute
discretion) shall deem applicable; provided that such Lender may not impose
materially greater costs on the Borrowers than on any similarly situated
borrower by virtue of any such averaging or attribution method.

          SECTION 4.6. Taxes. Each Borrower (which shall for all purposes of
this Section be deemed to include all Guarantors) covenants and agrees as
follows with respect to Taxes:

          (a) Any and all payments by each Borrower under each Loan Document
shall be made without setoff, counterclaim or other defense, and free and clear
of, and without deduction or withholding for or on account of, any Taxes, except
as specifically provided in this Agreement. In the event that any Taxes are
required by any law or Governmental Authority to be deducted or withheld from
any payment required to be made by a Borrower to or on behalf of the
Administrative Agents or any Lender under any Loan Document, then:

                                      -73-
<PAGE>
               (i) subject to clauses (g) and (h), if such Taxes are
          Non-Excluded Taxes, the amount of such payment shall be increased as
          may be necessary such that such payment is made, after withholding or
          deduction for or on account of such Non-Excluded Taxes, in an amount
          that is not less than the amount provided for in such Loan Document;
          and

               (ii) such Borrower shall withhold the full amount of such Taxes
          from such payment (as increased pursuant to clause (a)(i)) and shall
          pay such amount to the Governmental Authority imposing such Taxes in
          accordance with applicable law.

          (b) In addition, each Borrower shall pay any and all Other Taxes to
the relevant Governmental Authority imposing such Other Taxes in accordance with
applicable law.

          (c) As promptly as practicable after the payment of any Taxes or Other
Taxes, and in any event within 45 days of any such payment being due, the
applicable Borrower shall furnish to the applicable Administrative Agent a copy
of an official receipt (or a certified copy thereof (or, if such copy or copy
thereof is not available from the relevant taxing authority within 45 days of
such payment being due, within 5 days of the day on which such copy or copy
thereof is first available from the relevant taxing authority)), evidencing the
payment of such Taxes or Other Taxes. The applicable Administrative Agent shall
make copies thereof available to the applicable Lenders upon request therefor.

          (d) Subject to clauses (g) and (h), each Borrower shall indemnify each
applicable Agent and each applicable Lender for any Non-Excluded Taxes and Other
Taxes levied, imposed or assessed on (and whether or not paid directly by) such
Agent or Lender (whether or not such Non-Excluded Taxes or Other Taxes are
correctly or legally asserted by the relevant Governmental Authority). Promptly
upon having knowledge that any such Non-Excluded Taxes or Other Taxes have been
levied, imposed or assessed, and promptly upon notice thereof by any Agent or
Lender, the applicable Borrower shall pay such Non-Excluded Taxes or Other Taxes
directly to the relevant Governmental Authority (provided that no Agent or
Lender shall be under any obligation to provide any such notice to such
Borrower). In addition, each Borrower shall indemnify each applicable Agent and
each applicable Lender for any incremental Taxes that may become payable by such
Agent or Lender as a result of any failure of the applicable Borrower to pay any
Taxes when due to the appropriate Governmental Authority (except to the extent
such incremental Taxes result solely from the failure of such applicable Agent
or applicable Lender to give notice to the applicable Borrower of Taxes subject
to indemnity under this clause (d) and such Borrower did not otherwise have
knowledge of such Taxes) or to deliver to the applicable Administrative Agent,
pursuant to clause (c), documentation evidencing the payment of Taxes or Other
Taxes. With respect to indemnification for Non-Excluded Taxes and Other Taxes
actually paid by any Agent or Lender or the indemnification provided in the
immediately preceding sentence, such indemnification shall be made within 30
days after the date such Agent or Lender makes written demand therefor, in
accordance with the terms of such demand. Each Borrower acknowledges that any
payment made by it to any Agent or Lender or to any Governmental Authority in
respect of the indemnification obligations of the Borrowers provided in this
clause shall constitute a payment in respect of which the provisions of clause
(a) and this clause shall apply.

                                      -74-
<PAGE>
          (e) Each Non-U.S. Lender that has a U.S. Commitment, on or prior to
the date on which such Non-U.S. Lender becomes a Lender hereunder, shall, to the
extent it may lawfully do so, deliver to the U.S. Borrower and the U.S.
Administrative Agent either:

               (i) two materially accurate and duly completed copies of either
          (A) Internal Revenue Service Form W-8BEN claiming benefits of an
          income tax treaty (or an applicable successor form) or (B) Internal
          Revenue Service Form W-8ECI (or an applicable successor form); or

               (ii) in the case of a Non-U.S. Lender that is not legally
          entitled to deliver either form listed in clause (e)(i), (x) a
          certificate of a duly authorized officer of such Non-U.S. Lender to
          the effect that such Person is not (A) a "bank" within the meaning of
          Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of
          the U.S. Borrower within the meaning of Section 881(c)(3)(B) of the
          Code, or (C) a controlled foreign corporation receiving interest from
          a related person within the meaning of Section 881(c)(3)(C) of the
          Code (such certificate, an "Exemption Certificate"), (y) two
          materially accurate and duly completed copies of Internal Revenue
          Service Form W-8BEN (or applicable successor form) and (z) such forms
          that establish a complete exemption from or a reduction in the rate of
          United States federal withholding tax with respect to any payment
          hereunder other than principal and interest.

          In addition, each Non-U.S. Lender that has a U.S. Commitment agrees
that from time to time after the Amendment Effective Date, when a lapse in time
or change in the Lender's circumstances renders the previous certification
obsolete or inaccurate in any material respect, it will deliver to the U.S.
Borrower or the U.S. Administrative Agent two materially accurate and duly
completed original signed replacement copies of, as applicable, such form or
forms and an Exemption Certificate, or it shall immediately notify the U.S.
Borrower and the U.S. Administrative Agent of its inability to deliver any such
form or Exemption Certificate.

          (f) So long as no Event of Default shall have occurred and be
continuing for more than 30 days, each Canadian Revolving Loan Lender, Canadian
Swing Line Lender, Canadian Issuer or successor Canadian Administrative Agent
shall be deemed to represent that, as of the date it becomes a Canadian
Revolving Loan Lender, Canadian Swing Line Lender, Canadian Issuer or successor
Canadian Administrative Agent, as the case may be, no Canadian withholding taxes
are required to be withheld by the Canadian Administrative Agent or the Canadian
Borrower with respect to any payments to be made to such Person in respect of
this Agreement, except to the extent that withholding was required in respect of
payments made to any assignor from whom such Lender acquired its Commitments
and/or Loans as a result of a change in applicable or adoption of a new law,
rules, regulations or orders after the assignor (or any predecessor assignor)
became a Lender or as a result of the assignor becoming a Lender while an Event
of Default had occurred and been continuing for more than 30 days.

          (g) The U.S. Borrower shall not be obligated to gross up any payments
to any Agent or any Lender pursuant to clause (a)(i), or to indemnify any Agent
or any Lender pursuant to clause (d), in respect of United States federal
withholding taxes to the extent imposed as a result of (i) the failure of any
Agent or Lender to deliver to the U.S. Borrower the form or forms and/or an
Exemption Certificate, as applicable to such Agent or Lender, pursuant to clause
(e),

                                      -75-
<PAGE>
(ii) such form or forms and/or Exemption Certificate not establishing a complete
exemption from United States federal withholding tax or the information or
certifications made therein by such Agent or such Lender being untrue or
inaccurate on the date delivered in any material respect, or (iii) the Lender
designating a successor lending office at which it maintains its Loans which has
the effect of causing such Agent or Lender to become obligated for tax payments
in excess of those in effect immediately prior to such designation; provided
that the U.S. Borrower shall be obligated to gross up any payments, excluding
payments other than principal and interest made to a Non-U.S. Lender providing
forms under clause (e)(ii), to any such Agent or Lender pursuant to clause
(a)(i), and to indemnify any such Agent or Lender pursuant to clause (d), in
respect of United States federal withholding taxes if (i) any such failure to
deliver a form or forms or an Exemption Certificate or the failure of such form
or forms or Exemption Certificate to establish a complete exemption from, or a
reduction in the rate of, United States federal withholding tax or inaccuracy or
untruth contained therein resulted from a change in or adoption of any
applicable statute, treaty, regulation or other applicable law or any case law,
revenue ruling or notice or pronouncement by a Governmental Authority
interpreting any of the foregoing occurring after the Original Closing Date (or,
in the case of a Person that was not a Lender prior to the Amendment Effective
Date, the Amendment Effective Date), which change rendered such Agent or Lender
no longer legally entitled to deliver such form or forms or Exemption
Certificate or otherwise ineligible for a complete exemption from, or a
reduction in the rate of United States federal withholding tax, or rendered the
information or certifications made in such form or forms or Exemption
Certificate untrue or inaccurate in a material respect, (ii) the obligation to
gross up payments pursuant to clause (a)(i) or to indemnify pursuant to clause
(d) is with respect to an Assignee Lender that becomes, at the request of the
U.S. Borrower, an Assignee Lender as a result of an assignment made at the
request of the U.S. Borrower or (iii) such Lender is an assignee Lender, to the
extent such Lender's assignor was entitled to gross-up or indemnification
payments immediately prior to such assignment.

          (h) The Canadian Borrower shall not be obligated to gross up any
payments to any Agent or any Lender pursuant to clause (a)(i), or to indemnify
any Agent or any Lender pursuant to clause (d), in respect of Canadian
withholding taxes to the extent imposed as a result of the representation made
in clause (f) being untrue or inaccurate. If any representation deemed to be
made pursuant to clause (f) is incorrect when deemed to be made, the Person
deemed to have made the representation shall indemnify and hold harmless the
Canadian Borrower and the Canadian Administrative Agent from and against any
taxes, penalties, interest or other costs or losses (including reasonable
attorneys' fees and expenses) incurred or payable by the Canadian Borrower or
the Canadian Administrative Agent as a result of the failure of the Canadian
Borrower or the Canadian Administrative Agent to comply with its obligations to
deduct or withhold any Canadian withholding taxes from any payments made
pursuant to this Agreement to such person, if the withholding would not have
been required had the representation been correct when deemed to be made.

          (i) If any Administrative Agent or any Lender receives a refund in
respect of Taxes as to which it has been grossed up by a Borrower pursuant to
clause (a)(i) or indemnified by a Borrower pursuant to clause (d) and such
Administrative Agent or such Lender, as applicable, determines in its sole, good
faith judgment that such refund is attributable to such gross up or
indemnification, then such Lender or such Administrative Agent, as the case may
be, shall pay such amount to such Borrower as such Lender or such Administrative
Agent determines to be the

                                      -76-
<PAGE>
proportion of the refund as will leave it, after such payment, in no better or
worse financial position with respect to Tax liabilities and related expenses
than it would have been in the absence of such payment; provided that Borrower,
upon the request of the Administrative Agent or such Lender, agrees to repay the
amount paid over to Borrower to the Administrative Agent or such Lender in the
event the Administrative Agent or such Lender is required to repay such refund
to such Governmental Authority. Neither the Lenders nor the Administrative
Agents shall be obligated to disclose information regarding its tax affairs or
computations to such Borrower in connection with this clause (i) or any other
provision of this Section 4.6.

          SECTION 4.7. Payments, Computations, etc. Unless otherwise expressly
provided in a Loan Document, all payments by the Borrowers pursuant to each Loan
Document shall be made by the applicable Borrower to the applicable
Administrative Agent for the pro rata account of the Administrative Agent and
the Lenders entitled to receive such payment. All payments shall be made in U.S.
Dollars, except that all payments regarding Canadian Loans or Canadian Letters
of Credit denominated in Canadian Dollars (other than commitment fees payable by
the Canadian Borrower, which payments shall be made in U.S. Dollars), shall be
made in Canadian Dollars, without setoff, deduction or counterclaim (except in
an event contemplated by Section 4.6(h)) not later than 12:00 noon on the date
due in same day or immediately available funds to such account as the applicable
Administrative Agent shall specify from time to time by notice to the applicable
Borrower. Funds received after that time shall be deemed to have been received
by the applicable Administrative Agent on the next succeeding Business Day. The
applicable Administrative Agent shall promptly remit in same day funds to each
Lender its share, if any, of such payments received by such Administrative Agent
for the account of such Lender. All interest (including interest on Eurodollar
Loans) and fees shall be computed on the basis of the actual number of days
(including the first day but excluding the last day) occurring during the period
for which such interest or fee is payable over a year comprised of 360 days (or,
in the case of interest on a Base Rate Loan, 365 days or, if appropriate, 366
days). Payments due on a day other than a Business Day shall (except as
otherwise required by clause (iii) of the definition of the term "Interest
Period") be made on the next succeeding Business Day and such extension of time
shall be included in computing interest and fees in connection with that
payment.

          SECTION 4.8. Sharing of Payments. If any Secured Party shall obtain
any payment or other recovery (whether voluntary, involuntary, by application of
setoff, purchase at foreclosure or otherwise) on account of any Credit Extension
or Reimbursement Obligation (other than pursuant to the terms of Sections 4.3,
4.4, 4.5 or 4.6) in excess of its pro rata share of payments obtained by all
Secured Parties entitled thereto, such Secured Party entitled thereto shall
purchase from the other Secured Parties such participations in Credit Extensions
made by them as shall be necessary to cause such purchasing Secured Party to
share the excess payment or other recovery ratably (to the extent such other
Secured Parties were entitled to receive a portion of such payment or recovery)
with each of them; provided that if all or any portion of the excess payment or
other recovery is thereafter recovered from such purchasing Secured Party, the
purchase shall be rescinded and each Secured Party which has sold a
participation to the purchasing Secured Party shall repay to the purchasing
Secured Party the purchase price to the ratable extent of such recovery together
with an amount equal to such selling Secured Party's ratable share (according to
the proportion of (a) the amount of such selling Secured Party's required
repayment to the purchasing Secured Party to (b) total amount so recovered from
the purchasing Secured Party) of any interest or other amount paid or payable by
the purchasing Secured Party

                                      -77-
<PAGE>
in respect of the total amount so recovered. Each Borrower agrees that any
Secured Party purchasing a participation from another Secured Party pursuant to
this Section may, to the fullest extent permitted by law, exercise all its
rights of payment (including pursuant to Section 4.9) with respect to such
participation as fully as if such Secured Party were the direct creditor of such
Borrower in the amount of such participation. If under any applicable
bankruptcy, insolvency or other similar law any Secured Party receives a secured
claim in lieu of a setoff to which this Section applies, such Secured Party
shall, to the extent practicable, exercise its rights in respect of such secured
claim in a manner consistent with the rights of the Secured Parties entitled
under this Section 4.8 to share in the benefits of any recovery on such secured
claim.

          SECTION 4.9. Setoff. Each Agent and each Lender shall, upon the
occurrence and during the continuance of any Event of Default, have the right to
appropriate and apply to the payment of the Obligations owing to it (whether or
not then due), and (as security for such Obligations) each Borrower hereby
grants to each Agent and each Lender a continuing security interest in, any and
all balances, credits, deposits, accounts or moneys of such Borrower then or
thereafter maintained with each Agent and each Lender; provided that any such
appropriation and application shall be subject to the provisions of Section 4.8.
Each Agent and each Lender agrees promptly to notify the applicable Borrower and
the applicable Administrative Agent after any such setoff and application made
by each Agent and each Lender; provided that the failure to give such notice
shall not affect the validity of such setoff and application. The rights of each
Agent and each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff under applicable law or otherwise)
which such Agent and such Lender may have.

          SECTION 4.10. Replacement of Lenders. If any Lender (an "Affected
Lender") (x) makes a demand upon a Borrower for (or if a Borrower is otherwise
required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6 (and the payment of
such amounts are more onerous in the reasonable judgment of such Borrower than
with respect to the other Lenders), or gives notice pursuant to Section 4.1
requiring a conversion of such Affected Lender's Fixed Rate Loans to Base Rate
Loans or suspending such Lender's obligation to make Loans as, or to convert
Loans into, Fixed Rate Loans, or (y) is then subject to a Lender Default, such
Borrower may, within 30 days of receipt by such Borrower of such demand or
notice or of such Lender Default, as the case may be, give notice (a
"Replacement Notice") in writing to the Agents and such Affected Lender of its
intention to replace such Affected Lender with a financial institution or other
Person (a "Replacement Lender") designated in such Replacement Notice; provided
that no Replacement Notice may be given by such Borrower and no such replacement
may occur if (i) such replacement conflicts or would conflict with any
applicable law or regulation, (ii) unless the Agents otherwise consent, any
Event of Default shall have occurred and be continuing at the time of the giving
of such notice or the time of such replacement or (iii) prior to the giving of
such notice or the time of any such replacement, such Lender, in such Borrower's
reasonable judgment, shall have taken any necessary action under Section 4.3,
4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of
amounts owing pursuant to Section 4.3, 4.5 or 4.6 or shall have cured the
failure or other event that resulted in any relevant Lender Default. If the
applicable Administrative Agent shall, in the exercise of its reasonable
discretion and within five Business Days of its receipt of such Replacement
Notice, notify the applicable Borrower and such Affected Lender in writing that
the Replacement Lender is satisfactory to such Administrative Agent (such
consent not being required where the Replacement Lender is already a Lender),

                                      -78-
<PAGE>
then such Affected Lender shall, subject to the payment of any amounts due to
the Affected Lender pursuant to Section 4.4, assign, in accordance with Section
12.11, all of its Commitments, Loans, Notes (if any) and other rights and
obligations under this Agreement and all other Loan Documents (including
Reimbursement Obligations, if applicable, under the affected Facility or
Facilities) to such Replacement Lender; provided that (i) such assignment shall
be without recourse, representation or warranty and shall be on terms and
conditions reasonably satisfactory to such Affected Lender and such Replacement
Lender, (ii) the purchase price paid by such Replacement Lender shall be in the
amount of such Affected Lender's Loans and its applicable Percentage of
outstanding Reimbursement Obligations, together with all accrued and unpaid
interest and fees in respect thereof, plus all other amounts (including the
amounts demanded and unreimbursed under Sections 4.3, 4.5 and 4.6), owing to
such Affected Lender hereunder and (iii) such Borrower shall pay to the Affected
Lender and such Administrative Agent to the extent so requested all reasonable
out-of-pocket expenses incurred by the Affected Lender and the Agents in
connection with such assignment and assumption (including the processing fees
described in Section 12.11). Upon the closing date of an assignment described
above, the Replacement Lender shall become a "Lender" for all purposes under
this Agreement and the other Loan Documents.

          SECTION 4.11. Change of Lending Office. Each Lender agrees that if it
makes any demand for payment under Sections 4.3, 4.4, 4.5 or 4.6, or if any
introduction or change of the type described in Section 4.1 shall occur with
respect to it, it will use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions and so long as such efforts would
not be disadvantageous to it, as determined in its sole discretion) to designate
a different lending office if the making of such a designation would reduce or
obviate the need for a Borrower to make payments under Section 4.3, 4.4, 4.5 or
4.6, or would eliminate or reduce the effect of any introduction or change
described in Section 4.1.

                                   ARTICLE V
                         CONDITIONS TO CREDIT EXTENSIONS

          SECTION 5.1. [INTENTIONALLY OMITTED].

          SECTION 5.2. All Credit Extensions. The obligation of each Lender and
each Issuer to make any Credit Extension (including the initial Credit
Extension) shall be subject to the satisfaction of each of the conditions
precedent set forth below.

          SECTION 5.2.1. Compliance with Warranties, No Default, etc. At the
time of each Credit Extension and after giving effect thereto (i) the
representations and warranties set forth in each Loan Document shall, in each
case, be true and correct in all material respects with the same effect as if
then made (unless stated to relate to a specified earlier date, in which case
such representations and warranties shall be true and correct in all material
respects as of such earlier date) and (ii) no Default shall have then occurred
and be continuing.

          SECTION 5.2.2. Credit Extension Request, etc. Subject to Section
2.3.2, the applicable Administrative Agent shall have received a Borrowing
Request if Loans are being requested, or an Issuance Request if a Letter of
Credit is being requested or extended. Each of the

                                      -79-
<PAGE>
delivery of a Borrowing Request or Issuance Request and the acceptance by a
Borrower of the proceeds of such Credit Extension shall constitute a
representation and warranty by such Borrower that on the date of such Credit
Extension (both immediately before and after giving effect to such Credit
Extension and the application of the proceeds thereof) the statements made in
Section 5.2.1, are true and correct in all material respects (unless stated to
relate to a specified earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier
date).

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

          In order to induce the Agents and the Lenders to enter into this
Agreement and to make Credit Extensions hereunder, each of Holdings and each
Borrower makes (as to itself and its Subsidiaries) the following
representations, warranties and agreements as of the Amendment Effective Date
(both before and after giving effect to the Credit Extensions occurring on such
date and after giving effect to the Transactions and all references to the
Agents and the Lenders herein and elsewhere in this Agreement, shall, unless
otherwise specifically indicated, be references to the Agents and the Lenders
after giving effect to the Transactions); and as of the date of each Credit
Extension, which representations, warranties and agreements shall survive the
execution and delivery of this Agreement and the Notes and the occurrence of
each Credit Extension (with the occurrence of each Credit Extension being deemed
to constitute a representation and warranty that the matters specified in this
Article VI are true and correct in all material respects on and as of the date
of such Credit Extension unless such representations and warranties are stated
to relate to a specific earlier date in which case such representations and
warranties shall be true and correct in all material respects as of such earlier
date).

          SECTION 6.1. Organization, etc. Each of Holdings, the Borrowers and
each Subsidiary of the Borrowers (i) is validly organized and existing and in
good standing under the laws of the state or jurisdiction of its incorporation
or organization, (ii) is duly qualified to do business and is in good standing
as a foreign entity in each jurisdiction where the nature of its business
requires such qualification and where the failure to be so qualified could
reasonably be expected to have a Material Adverse Effect) and (iii) has full
corporate, partnership or limited liability company power and authority, as the
case may be, to own and hold under lease its property and to conduct its
business substantially as currently conducted by it.

          SECTION 6.2. Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by each Obligor of each Loan Document executed or to be
executed by it, each such Obligor's participation in the consummation of all
aspects of the Transactions, and the execution, delivery and performance by such
Obligor of each Loan Document and the agreements executed and delivered by it in
connection with the Transactions are in each case within each such Person's
corporate, partnership or limited liability company powers, as the case may be,
have been duly authorized by all necessary corporate, partnership or limited
liability company action, as the case may be, and, except as disclosed in Item
6.2 of the Disclosure Schedule, do not (i) contravene any (A) Obligor's Organic
Documents, (B) material contractual restriction binding on or affecting any
Obligor, (C) court decree or order binding on or affecting any Obligor or (D)
material law or governmental regulation binding on or affecting any Obligor,

                                    -80-
<PAGE>
or (ii) result in, or require the creation or imposition of, any Lien on any
Obligor's properties (except as permitted by this Agreement).

          SECTION 6.3. Government Approval, Regulation, etc. No material
authorization or approval or other action by, and no material notice to or
filing with, any Governmental Authority or other Person (other than those (x)
that have been, or on the Amendment Effective Date, will be, or, in the case of
Filing Statements delivered on the Amendment Effective Date, will be within 10
days of the Amendment Effective Date, duly obtained or made and which are, or on
the Amendment Effective Date will be, or, in the case of Filing Statements
delivered on the Amendment Effective Date, will be within 10 days of the
Amendment Effective Date, in full force and effect and (y) that are contemplated
or required to be made after the Amendment Effective Date in accordance with the
terms of the Loan Documents and Transactions Documents) is required for (i) the
due execution, delivery or performance by any Obligor of any Loan Document to
which it is a party or (ii) the due execution, delivery and/or performance by
any Obligor of the Transactions Documents to which each is a party, or (iii) the
conduct of the business of each of the Borrowers and their Subsidiaries as
currently conducted following the Amendment Effective Date. Neither Holdings,
the Borrowers nor any of their respective Subsidiaries is an "investment
company" within the meaning of the Investment Company Act of 1940, as amended,
or a "holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

          SECTION 6.4. Validity, etc. Each Loan Document and the Transactions
Documents to which each Obligor is a party constitute, or will, on the due
execution and delivery thereof by such Obligor, constitute, the legal, valid and
binding obligations of such Obligor, enforceable against it in accordance with
their respective terms (except, in any case, as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally and by principles of equity).

          SECTION 6.5. Financial Information. Holdings and each Borrower each
represent and warrant that all balance sheets, all statements of operations,
shareholders' equity and cash flow and all other financial information relating
to Holdings and its Subsidiaries furnished pursuant to Section 7.1.1 have been
and will for periods following the Amendment Effective Date be prepared in
accordance with GAAP consistently applied, and present fairly in all material
respects the consolidated financial condition of the Persons covered thereby as
at the dates thereof and the results of their operations for the periods then
ended.

          SECTION 6.6. No Material Adverse Effect. On the date of each Credit
Extension occurring subsequent to the Amendment Effective Date, there has been
no event, occurrence, omission or change which has resulted in a Material
Adverse Effect since December 31, 2003.

          SECTION 6.7. Litigation. There is no pending or, to the knowledge of
either Borrower, threatened litigation, action, investigation or proceeding (i)
affecting Holdings, either Borrower or any of their respective Subsidiaries or
any of their respective properties, businesses, assets or revenues, which could
reasonably be expected to have a Material Adverse Effect or (ii) which purports
to affect the legality, validity or enforceability of any Loan Document.

                                      -81-
<PAGE>
          SECTION 6.8. Labor Matters. There is no labor strike, work stoppage,
lockout or other work action or other labor controversy, and no such dispute or
controversy is actually pending or, to Holdings', either Borrower's or any of
their respective Subsidiaries' knowledge, threatened against or affecting
Holdings, either Borrower of any of their respective Subsidiaries that has had
or could reasonably be expected to have a Material Adverse Effect.

          SECTION 6.9. Subsidiaries. Holdings has no Subsidiaries except for the
U.S. Borrower and the Subsidiaries of the U.S. Borrower described in the
succeeding sentence. The U.S. Borrower has no Subsidiaries, except those
Subsidiaries (A) which are identified in Item 6.9 of the Disclosure Schedule,
none of which are Foreign Subsidiaries other than the Canadian Borrower, or (B)
which are permitted to have been organized or acquired in accordance with the
terms of this Agreement. Item 6.9 of the Disclosure Schedule, as of the
Amendment Effective Date, (i) lists, with respect to each Subsidiary, (A) the
state or jurisdiction of such Subsidiary's incorporation or organization and (B)
the percentage of shares of the Capital Stock of such Subsidiary owned by
Holdings, the U.S. Borrower or another Subsidiary, (ii) identifies each
Subsidiary which is a Foreign Subsidiary and (iii) identifies each Subsidiary
which is a Non-Material Subsidiary.

          SECTION 6.10. Ownership of Properties. Each of Holdings, each Borrower
and each Subsidiary of each Borrower maintains (i) in the case of material owned
real property, good and marketable fee title to, (ii) in the case of material
owned personal property, good and valid title to, or (iii) in the case of
material leased real or personal property, valid and enforceable leasehold
interests (as the case may be) in, all of such properties and assets, real and
personal, tangible and intangible, of any nature whatsoever, free and clear in
each case of all Liens, except for Liens permitted pursuant to Section 7.2.3.
Item 6.10 of the Disclosure Schedule contains a complete and accurate
description, by owner/lessor and location (by street address) of all owned
and/or leased real properties as of the Amendment Effective Date (as
supplemented from time to time with information provided by Holdings in the
Compliance Certificate delivered by Holdings to the Agents pursuant to clause
(e) of Section 7.1.1; provided that Item 6.10 shall not be required to be
supplemented at any time other than such times as the Compliance Certificate is
delivered or required to be delivered hereunder).

          SECTION 6.11. Taxes. Each Borrower and each of their respective
Subsidiaries has timely filed all material Tax returns and reports required by
law to have been filed by it, has timely withheld all material Taxes that were
required to be withheld in respect of compensation or other amounts paid to any
employee or independent contractor (or, in the case of independent contractors,
Holdings, the relevant Borrower or the relevant Subsidiary has the right to
indemnification with respect thereto) and has timely paid all material Taxes and
governmental charges thereby shown or required to be due and owing, except any
such Taxes or charges which are being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on its books.

          SECTION 6.12. Pension and Welfare Plans.

          (a) During the twelve-consecutive-month period prior to the date of
the execution and delivery of this Agreement and prior to the date of any Credit
Extension hereunder, (i) no steps have been taken to terminate any U.S. Pension
Plan, (ii) no contribution failure has occurred with respect to any U.S. Pension
Plan sufficient to give rise to a Lien under Section 302(f)

                                      -82-
<PAGE>
of ERISA and (iii) no steps have been taken to effect a partial or complete
withdrawal from any U.S. Multiemployer Plan, in each case which could
(individually or in the aggregate) reasonably be expected to result in
liabilities of Holdings or any of its Subsidiaries in excess of $5,000,000 or a
Material Adverse Effect. No condition exists or event or transaction has
occurred with respect to any U.S. Pension Plan which could reasonably be
expected to result in the incurrence by Holdings, either Borrower or any member
of the Controlled Group of any material liability, fine or penalty, that could
(individually or in the aggregate) reasonably be expected to result in
liabilities in excess of $5,000,000 or a Material Adverse Effect. None of
Holdings, either Borrower nor any member of the Controlled Group has any
contingent liability with respect to any post-retirement benefit under a U.S.
Welfare Plan, other than liability for continuation coverage described in Part 6
of Subtitle B of Title I of ERISA, which could reasonably be expected to result
in a Material Adverse Effect.

          (b) During the twelve-consecutive-month period before the date of the
execution and delivery of this Agreement and before the date of any Credit
Extension hereunder, (i) no steps have been taken to terminate any Canadian
Pension Plan and (ii) no contribution failure has occurred with respect to any
Canadian Pension Plan, in each case that, individually or in the aggregate could
reasonably be expected to result in a Material Adverse Effect. No condition
exists and no event or transaction has occurred with respect to any Canadian
Pension Plan which could reasonably be expected to result in the incurrence by
Holdings or any of its Subsidiaries of any liability, fine or penalty that could
(individually or in the aggregate) reasonably be expected to result in
liabilities in excess of $5,000,000 or a Material Adverse Effect. Except as
disclosed in the financial statements required to be provided pursuant to this
Agreement or as otherwise disclosed in writing from time to time to the
Administrative Agents, neither Holdings nor any of its Subsidiaries has any
liability, including without limitation a contingent liability, with respect to
any benefit under a Canadian Pension Plan or Canadian Welfare Plan which, in
each case could reasonably be expected to result in a Material Adverse Effect.

          (c) (i) Each Canadian Pension Plan is in compliance in all material
respects with all applicable pension benefits and tax laws; (ii) all
contributions (including employee contributions made by authorized payroll
deductions or other withholdings) required to be made to the appropriate funding
agency in accordance with all applicable Laws and the terms of each Canadian
Pension Plan have been made in accordance with all applicable Laws and the terms
of each Canadian Pension Plan; (iii) all liabilities under each Canadian Pension
Plan are being funded, on a going concern and solvency basis, in accordance with
the terms of the respective Canadian Pension Plan, the requirements of
applicable pension benefits laws and of applicable regulatory authorities and
the most recent actuarial report filed with respect to such Canadian Pension
Plan; and (iv) no event has occurred and no conditions exist with respect to any
Canadian Pension Plan that has resulted or could reasonably be expected to
result in any Canadian Pension Plan having its registration revoked or refused
for the purposes of any applicable pension benefits or tax laws or being placed
under the administration of any relevant pension benefits regulatory authority
or being required to pay any taxes or penalties under any applicable pension
benefits or tax laws, except for any exceptions to clauses (i) through (iv)
above that, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect.

                                      -83-
<PAGE>
          SECTION 6.13. Environmental Warranties. Each of Holdings and each
Borrower represents and warrants that, except as disclosed in Item 6.13 of the
Disclosure Schedule:

          (a) all facilities and property (including underlying groundwater)
     owned or leased by Holdings, either Borrower or any of their respective
     Subsidiaries and their operations are in compliance with all Environmental
     Laws, except for any such noncompliance that could not (individually or in
     the aggregate) reasonably be expected to have a Material Adverse Effect;

          (b) there are no pending or, to the knowledge of Holdings, any
     threatened (i) claims, complaints, notices, requests for information,
     proceedings, or investigation against or involving Holdings, either
     Borrower or any of their respective Subsidiaries with respect to any
     alleged violation of any Environmental Law, or (ii) complaints, notices or
     inquiries to Holdings, either Borrower or any of their respective
     Subsidiaries regarding actual or potential liability under any
     Environmental Law, that, with respect to clauses (i) and (ii) of this
     paragraph, could (individually or in the aggregate) reasonably be expected
     to have a Material Adverse Effect;

          (c) there have been no Releases of Hazardous Materials at, on or under
     or from any property or facility now owned, leased or operated by Holdings,
     or to the knowledge of Holdings, either Borrower or any of their respective
     Subsidiaries previously owned, leased or operated by Holdings, either
     Borrower or any of their respective Subsidiaries, that could (individually
     or in the aggregate) reasonably be expected to have a Material Adverse
     Effect;

          (d) Holdings and its Subsidiaries have been issued all permits,
     certificates, approvals, licenses and other authorizations pursuant to
     Environmental Laws necessary for the operation of their business
     ("Environmental Permits") and are in compliance with all Environmental
     Permits (except to the extent the failure to have or be in compliance with
     any such Environmental Permit could not (individually or in the aggregate)
     reasonably be expected to have a Material Adverse Effect);

          (e) no property or facility now or previously owned, leased or
     operated by Holdings or its Subsidiaries is listed, or proposed for listing
     on the National Priorities List pursuant to CERCLA, on the CERCLIS or on
     any similar state list of sites with respect to any clean up responsibility
     or similar liability of Holdings or one of its Subsidiaries which would be
     reasonably likely to result in a Material Adverse Effect;

          (f) there are no underground storage tanks or related piping, active
     or abandoned, including petroleum storage tanks, on or under any property
     now owned or leased by Holdings, either Borrower or any of their respective
     Subsidiaries or, to the knowledge of Holdings or either Borrower, at any
     property previously owned or leased by Holdings, or either Borrower or any
     of their respective Subsidiaries, that could (individually or in the
     aggregate) reasonably be expected to have a Material Adverse Effect;

          (g) none of Holdings, the Borrowers nor any of their respective
     Subsidiaries has transported or arranged for the transportation of any
     Hazardous Material to any location which is listed or proposed for listing
     on the National Priorities List pursuant to

                                      -84-
<PAGE>
     CERCLA, on the CERCLIS or on any similar state list or which, to either
     Borrower's knowledge, is the subject of federal, state or local enforcement
     actions or other investigations which may lead to material claims against
     Holdings, either Borrower or such Subsidiary for any investigatory or
     remedial work, damage to natural resources or personal injury or property
     damage, including claims under CERCLA, which could (individually or in the
     aggregate) reasonably be expected to have a Material Adverse Effect;

          (h) there are no polychlorinated biphenyls or friable asbestos present
     at any property now or previously owned or leased by Holdings, either
     Borrower or any of their respective Subsidiaries that could (individually
     or in the aggregate) reasonably be expected to have a Material Adverse
     Effect;

          (i) none of Holdings, the Borrowers nor any of their respective
     Subsidiaries has manufactured or sold any product containing asbestos, the
     result of which could (individually or in the aggregate) reasonably be
     expected to result in a Material Adverse Effect; and

          (j) no conditions exist at, on or under any property now or previously
     owned or leased by Holdings or either Borrower or any of their respective
     Subsidiaries, or to the knowledge of Holdings or either Borrower, at any
     property previously owned or leased by Holdings, either Borrower or any of
     their respective Subsidiaries, that could, with the passage of time, or the
     giving of notice or both, reasonably be expected (individually or in the
     aggregate) to have a Material Adverse Effect under any Environmental Law.

          SECTION 6.14. Accuracy of Information. None of the factual information
heretofore or contemporaneously furnished in writing to any Agent or any Lender
by or on behalf of any Obligor in connection with any Loan Document or any
transaction contemplated hereby (including the Transactions), taken as a whole,
contains any untrue statements of material fact, or omits to state any material
facts necessary in either case to make such information taken as a whole not
materially misleading in light of the circumstances under which such information
was provided and no other factual information hereafter furnished in connection
with any Loan Document by or on behalf of any Obligor, any Agent or to any
Lender will contain any untrue statements of material fact or will omit to state
any material facts in either case necessary to make such information taken as a
whole not materially misleading on the date as of which such information is
dated or certified in light of the circumstances under which such information
was provided. Notwithstanding the foregoing, all financial projections that have
been or are hereafter made available to any Lender or any of the Agents by
Holdings or any of its Subsidiaries or any of their respective representatives
in connection with the transactions contemplated hereby (the "Projections")
(including the Projections included in the bank memorandum furnished to the
Lenders with respect to the Borrowers and the other Obligors and the pro forma
balance sheet furnished in connection with Section 3.6 of the Amendment
Agreement) have been or, in the case of the Projections made available after the
date hereof, will be prepared in good faith based upon assumptions believed by
Holdings and its Subsidiaries to be reasonable at the time such assumptions were
made (it being recognized by each of the Lenders and the Agents, however, that
projections as to future events are not to be viewed as facts and that the
actual results during the period or periods covered by the Projections will
probably differ from the projected results and such differences may be
material).

                                      -85-
<PAGE>
          SECTION 6.15. Regulations U and X. None of Holdings, the Borrowers or
any of their respective Subsidiaries is engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock, and no proceeds
of any Credit Extensions will be used to purchase or carry margin stock or
otherwise for a purpose which violates, or would be inconsistent with, F.R.S.
Board Regulation U or Regulation X. Terms for which meanings are provided in
F.R.S. Board Regulation U or Regulation X or any regulations substituted
therefor, as from time to time in effect, are used in this Section with such
meanings.

          SECTION 6.16. Issuance of Subordinated Debt, Status of Obligations as
Senior Indebtedness, etc. The subordination provisions contained in the Other
Debt Documents that are subordinated are enforceable against the holders of the
Indebtedness evidenced thereby by the holder of any "Senior Indebtedness" or
similar term referring to the Obligations (as defined in the applicable Other
Debt Documents). All Obligations, including those to pay principal of and
interest (including interest accruing subsequent to the filing of, or which
would have accrued but for the filing of, a petition for bankruptcy,
reorganization or similar proceeding, whether or not allowed as a claim under
such proceeding) on the Loans and Reimbursement Obligations, and fees and
expenses in connection therewith, constitute "Senior Indebtedness" or similar
term relating to the Obligations (as defined in the applicable Other Debt
Documents) and all such Obligations are entitled to the benefits of the
subordination created by such Other Debt Documents. In furtherance of, and
without limiting the effect of, the foregoing, the Obligations of the U.S.
Borrower constitute "Bank Indebtedness" under the Senior Subordinated Note
Indenture. Each Borrower acknowledges that each Agent, each Lender and each
Issuer is entering into this Agreement and is extending its Commitments in
reliance upon the subordination provisions of the Other Debt Documents.

          SECTION 6.17. Solvency. After giving effect to each Credit Extension
hereunder, each of Parentholdco, Superholdco, Holdings, the Borrowers and the
Subsidiary Guarantors (taken together) are Solvent.

          SECTION 6.18. No Change of Control. The consummation of the Equity
Investment and the exercise of all rights and privileges under the documentation
related thereto do not result in a "Change of Control" under the Superholdco
Senior Discount Note Indenture and the Senior Subordinated Note Indenture.

          SECTION 6.19. Compliance with Superholdco Guaranty. Superholdco has
not made any dividend or other payment to Parentholdco in violation of the
provisions of either the Superholdco Guaranty or the Superholdco Pledge
Agreement.

                                  ARTICLE VII
                                    COVENANTS

          SECTION 7.1. Affirmative Covenants. Holdings and each Borrower agree
with each Secured Party hereto that, until the Termination Date has occurred,
Holdings and each Borrower will perform, or cause to be performed, the
obligations set forth below.

                                      -86-
<PAGE>
          SECTION 7.1.1. Financial Information, Reports, Notices, etc. Holdings
and the U.S. Borrower will furnish, or cause to be furnished, to the
Administrative Agents (for distribution to the Lenders) and to the Syndication
Agent copies of the following financial statements, reports, notices and
information:

          (a) (i) as soon as available and in any event within 30 days after the
     end of each calendar month (other than the last month of a Fiscal Quarter),
     the unaudited consolidated balance sheets of Holdings as of the end of such
     calendar month and the related unaudited consolidated statements of income
     and cash flows of Holdings for such calendar month and for the elapsed
     portion of the Fiscal Year ended with the end of such calendar month, and
     including (in each case), in comparative form the figures for the
     corresponding calendar month in, and year to date portion of, the
     immediately preceding Fiscal Year and comparable budgeted figures for such
     period, and (ii) as soon as available and in any event within 45 days after
     the end of each of the first three Fiscal Quarters of each Fiscal Year, the
     unaudited consolidated balance sheet of Holdings as of the end of such
     Fiscal Quarter and the related unaudited consolidated statements of income
     and cash flows of Holdings for such Fiscal Quarter and for the elapsed
     portion of the Fiscal Year ended with the end of such Fiscal Quarter, and
     including (in each case), in comparative form the figures for the
     corresponding Fiscal Quarter in, and year to date portion of, the
     immediately preceding Fiscal Year and comparable budgeted figures for such
     period, in each case certified by the chief financial or accounting
     Authorized Officer of Holdings that they present fairly in all material
     respects in accordance with GAAP the financial position of Holdings as of
     the date indicated and the results of its operations and changes in its
     cash flows for the periods indicated, subject to normal year-end audit
     adjustments and the absence of footnotes;

          (b) as soon as available and in any event within 90 days after the end
     of each Fiscal Year, a copy of the consolidated balance sheet of Holdings
     and the related consolidated statements of income and cash flows of
     Holdings for such Fiscal Year, setting forth in comparative form the
     figures for the immediately preceding Fiscal Year and comparable budgeted
     figures for such period in each case audited (without any Impermissible
     Qualification) by a nationally recognized accounting firm or other
     independent public accountants reasonably acceptable to the Agents, which
     shall include a separate report from such independent public accountants
     that in connection with their audit, nothing came to the attention of such
     accountants that Holdings and its Subsidiaries were not in compliance with
     the terms, covenants, provision and conditions of Section 7.2.4 insofar as
     they relate to accounting matters (including the application of accounting
     terms in connection with the covenants set forth in Section 7.2.4);
     provided, however, that in the event that such independent public
     accountants cannot provide such negative assurances due to matters of firm
     or accounting policy unrelated to the Holdings and its Subsidiaries, Agent
     will cooperate with the U.S. Borrower in directing such independent public
     accountants to provide alternative advice which shall satisfy the
     requirements of this Section 7.1.1(b);

          (c) as soon as available and in any event within 45 days after the end
     of each of the first three Fiscal Quarters of each Fiscal Year, the
     unaudited consolidated balance sheet of the Canadian Borrower as of the end
     of such Fiscal Quarter and the related unaudited consolidated statements of
     income and cash flows of the Canadian Borrower for

                                      -87-
<PAGE>
     such Fiscal Quarter and for the elapsed portion of the Fiscal Year ended
     with the end of such Fiscal Quarter, and including (in each case), in
     comparative form the figures for the corresponding Fiscal Quarter in, and
     year to date portion of, the immediately preceding Fiscal Year, in each
     case certified by the chief financial or accounting Authorized Officer of
     the Canadian Borrower that they present fairly in all material respects in
     accordance with GAAP the financial position of the Canadian Borrower as of
     the date indicated and the results of its operations and changes in its
     cash flows for the periods indicated, subject to normal year-end audit
     adjustments and the absence of footnotes;

          (d) as soon as available and in any event within 90 days after the end
     of each Fiscal Year, a copy of the unaudited consolidated balance sheet of
     the Canadian Borrower and the related consolidated statements of income and
     cash flows of the Canadian Borrower for such Fiscal Year, setting forth in
     comparative form the figures for the immediately preceding Fiscal Year;

          (e) concurrently with the delivery of the financial information
     pursuant to clauses (a)(ii) and (b) of this Section 7.1.1, a Compliance
     Certificate, executed by the chief financial or accounting Authorized
     Officer of Holdings, showing compliance with the financial covenants set
     forth in Section 7.2.4 and stating that no Default has occurred and is
     continuing (or, if a Default has occurred, specifying the details of such
     Default and the action that the applicable Obligor has taken or proposes to
     take with respect thereto);

          (f) as soon as available and in any event within 60 days after the end
     of each Fiscal Year, capital and operating budgets for Holdings, in form
     and scope customarily prepared by management for its internal use and
     consistent with past practice prepared by Holdings (and approved by the
     Board of Directors of Holdings) for each calendar month of the succeeding
     Fiscal Year prepared in reasonable detail with discussion of the principal
     assumptions upon which such budgets are based;

          (g) as soon as possible and in any event within three Business Days
     after any officer of any Obligor obtains knowledge of the occurrence of a
     Default, a statement of an Authorized Officer of Holdings or the U.S.
     Borrower setting forth details of such Default and the action which such
     Obligor has taken and proposes to take with respect thereto;

          (h) as soon as possible and in any event within three Business Days
     after any officer of any Obligor obtains knowledge of the commencement of
     any litigation, action, proceeding or labor controversy or of an adverse
     development in any existing litigation, action, proceeding or labor
     controversy which could reasonably be expected to have a Material Adverse
     Effect, notice thereof and, to the extent any of the Administrative Agents
     or the Syndication Agent requests, copies of all material and
     non-privileged documentation relating thereto;

          (i) promptly after the sending or filing thereof, copies of all
     reports, notices, prospectuses and registration statements which any
     Obligor files with the SEC or any national securities exchange;

                                      -88-
<PAGE>
          (j) as soon as possible and in any event within three Business Days of
     any officer of any Obligor becoming aware of any of the following which,
     individually or in the aggregate, could reasonably be expected to result in
     liabilities to Holdings or any of its Subsidiaries in excess of $5,000,000
     or a Material Adverse Effect: (i) the institution of any steps by any
     Person to terminate any U.S. Pension Plan or Canadian Pension Plan, (ii)
     the failure to make a required contribution to any U.S. Pension Plan or
     Canadian Pension Plan if such failure is sufficient to give rise to a Lien
     under Section 302(f) of ERISA or under any applicable pension benefits laws
     of any jurisdiction, (iii) the taking of any action with respect to a U.S.
     Pension Plan or Canadian Pension Plan which could result in the requirement
     that any Obligor furnish a bond or other security to the PBGC or any
     applicable regulatory authority or such U.S. Pension Plan or Canadian
     Pension Plan, (iv) the complete or partial withdrawal of any of Holdings,
     the U.S. Borrower or any member of the Controlled Group from a U.S.
     Multiemployer Plan or notification that a U.S. Multiemployer Plan is in
     reorganization, or (v) the occurrence of any event with respect to any U.S.
     Pension Plan or Canadian Pension Plan which could result in the incurrence
     by any Obligor of any liability, fine or penalty, notice thereof and copies
     of all documentation relating thereto;

          (k) promptly upon receipt thereof, copies of all final "management
     letters" submitted to any Obligor by the independent public accountants
     referred to in clause (b) in connection with each audit made by such
     accountants;

          (l) promptly following the mailing or receipt of any notice or report
     delivered under the terms of any Subordinated Debt with respect to a breach
     or default thereunder, copies of such notice or report; and

          (m) such other financial and other information as the Required
     Lenders, the Administrative Agents or the Syndication Agent may from time
     to time reasonably request, and, in the event a Default has occurred and is
     continuing or in the event a Lender or Issuer has not had an opportunity to
     request such other financial or other information pursuant to a bank
     meeting or visit referred to in Section 7.1.5 or otherwise in any 90-day
     period, such other financial and other information as such Lender or Issuer
     may reasonably request.

          SECTION 7.1.2. Maintenance of Existence; Compliance with Laws, etc.
Each of Holdings and each Borrower will:

          (a) preserve and maintain (i) its legal existence and (ii) its
     qualification as a foreign corporation in each jurisdiction where the
     nature of its business or the location of its assets requires it to be so
     qualified, except to the extent the failure to be so qualified would not
     result in a Material Adverse Effect;

          (b) cause each of its Subsidiaries to, except as otherwise permitted
     by Section 7.2.10, preserve and maintain its legal existence and
     qualification as a foreign entity in each jurisdiction where the nature of
     the business or the location of its assets requires it to be so qualified,
     except to the extent the failure to be so qualified would not result in a
     Material Adverse Effect; and

                                      -89-
<PAGE>
          (c) comply with all applicable laws, rules, regulations and orders,
     including the payment (before the same become delinquent) of all taxes,
     assessments and governmental charges imposed upon Holdings, such Borrower
     or any of their respective Subsidiaries or upon their property except (i)
     to the extent being diligently contested in good faith by appropriate
     proceedings and for which adequate reserves in accordance with GAAP have
     been set aside on the books of Holdings, such Borrower or any such
     Subsidiary, as applicable, or (ii) to the extent such non-compliance or
     non-payment could not reasonably be expected to have a Material Adverse
     Effect.

          SECTION 7.1.3. Maintenance of Properties. Each of Holdings and each
Borrower will, and will cause each of their respective Subsidiaries to,
maintain, preserve, protect and keep its and their respective material
properties in good repair, working order and condition (ordinary wear and tear
and damage or taking by a Casualty Event excepted), and make necessary repairs,
renewals and replacements to the extent necessary to operate the business
carried on by Holdings and its Subsidiaries as it is currently conducted, unless
Holdings, such Borrower or any such Subsidiary determines in good faith that the
continued maintenance of such property is no longer economically desirable.

          SECTION 7.1.4. Insurance. Holdings and each Borrower will, and will
cause each of their respective Subsidiaries to, maintain insurance with
financially sound and reputable insurance companies, and with respect to
property and risks of a character usually maintained by Persons of comparable
size engaged in the same or similar business and similarly situated, against
loss, damage and liability of the kinds and in the amounts customarily
maintained by such Persons. Holdings, each Borrower, and their respective
Subsidiaries shall furnish to each Lender, upon written request, full
information as to the insurance carried. The provisions of this Section 7.1.4
shall be deemed to be supplemental to, but not duplicative of, the provisions of
any other Loan Document that requires the maintenance of insurance.

          All such insurance shall be written by financially responsible
companies selected by Holdings and such Borrower and (except for automobile
insurance) having an A.M. Best rating of "A" (or any equivalent successor
rating) or better and being in a financial size category of VII or larger (or an
equivalent rating of any successor publication of a similar nature), or by other
companies acceptable to the Administrative Agents. Holdings shall cause each of
the other Obligors to, and each Borrower shall, keep its property insured in
favor of, with respect to the U.S. Collateral, the U.S. Administrative Agent
and, with respect to the Canadian Collateral, the Canadian Administrative Agent,
and all policies (including mortgage title insurance policies) or certificates
(or certified copies thereof) with respect to casualty, commercial, general
liability, automobile and property insurance (i) shall be endorsed to the
applicable Administrative Agent's satisfaction for the benefit of such
Administrative Agent and (ii) shall name the applicable Administrative Agent,
for the benefit of the applicable Secured Parties, as mortgagee or lender loss
payee, as applicable (to the extent covering risk of loss or damage to tangible
property), and, for the benefit of the applicable Secured Parties, as an
additional named insured as its interests may appear (to the extent covering any
other risk). Each policy referred to in this Section 7.1.4 shall provide that
(i) the respective insurers irrevocably waive any and all rights of subrogation
with respect to the applicable Administrative Agent, (ii) it will not be
canceled or reduced, or allowed to lapse without renewal, except after not less
than 30 days' written notice (or, in the case of non-payment of premiums, 10
days' notice) to the applicable Administrative Agent and (iii) the inter-

                                      -90-
<PAGE>
ests of the applicable Administrative Agent and Lenders shall not be invalidated
by (A) any act or negligence of Holdings or either Borrower, any of their
respective Subsidiaries or any Person having an interest in any property covered
by a Mortgage or other Collateral Document or (B) occupancy or use of any such
property for purposes more hazardous than permitted by such policy. Each of
Holdings and each Borrower will advise the Administrative Agents promptly of any
significant policy cancellation (other than any such cancellation in connection
with the replacement thereof), reduction or amendment. Each of the U.S.
Administrative Agent and the Canadian Administrative Agent, as the case may be,
agrees to turn over to the relevant Borrower or relevant Subsidiary any
insurance proceeds received by it as loss payee following receipt by such
Administrative Agent of written notice from the relevant Borrower or its
relevant Subsidiary of its intended use of such proceeds, to the extent such
proceeds are not required to be (i) applied at such time to repay Loans or Cash
Collateralize Letter of Credit Outstandings or held in an account by such
Administrative Agent pursuant to Section 3.1.1 or (ii) held by such
Administrative Agents pursuant to the terms of any Mortgage or Security and
Pledge Agreement.

          Subject to Section 7.1.10(c), on or before the Amendment Effective
Date, Holdings and each Borrower will deliver (to the extent not previously
delivered) to the Administrative Agents certificates of insurance reasonably
satisfactory to the Administrative Agents evidencing the existence of all
insurance required to be maintained by Holdings and each Borrower hereunder
setting forth the respective coverages, limits of liability, carrier, policy
number and period of coverage. Neither Holdings nor the Borrowers will, nor will
any of them permit any of their respective Subsidiaries to, obtain or carry
separate insurance concurrent in form or contributing in the event of loss with
that required by this Section 7.1.4 unless the applicable Administrative Agent
is the named insured thereunder, for the benefit of the Secured Parties, with
loss payable as provided herein. Each of Holdings and each Borrower will
promptly (but in any event within five Business Days) notify the Administrative
Agents whenever any such separate insurance is obtained and shall deliver to the
Administrative Agents the certificates evidencing the same.

          Without limiting the obligations of Holdings and its Subsidiaries
under the foregoing provisions of this Section 7.1.4, in the event Holdings,
either Borrower or any of their respective Subsidiaries, as the case may be,
shall fail to maintain in full force and effect insurance as required by the
foregoing provisions of this Section 7.1.4, or if Holdings, either Borrower or
any of their respective Subsidiaries, as the case may be, shall fail to endorse
and deposit all policies or certificates with respect thereto, then the
applicable Administrative Agent may (upon notice to Holdings, the respective
Borrower or the respective Subsidiary, as the case may be), but shall have no
obligation so to do, procure insurance covering the interests of the Lenders and
such Administrative Agent in such amounts and against such risks as such
Administrative Agent (or the Required Lenders) shall deem reasonably
appropriate, and Holdings, the respective Borrower or the respective Subsidiary,
as the case may be, shall reimburse such Administrative Agent in respect of any
premiums, costs and expenses paid by such Administrative Agent in procuring such
insurance to the extent such premiums, costs and expenses do not exceed the
premiums, costs and expenses necessary to obtain the insurance required above
pursuant to this Section 7.1.4.

          SECTION 7.1.5. Bank Meeting; Books and Records.

          (a) The Required Lenders, any Administrative Agent or the Syndication
Agent may request, at their election upon reasonable notice to Holdings and the
Borrowers, a

                                      -91-
<PAGE>
bank meeting to be held by Holdings and the Borrowers at a location reasonably
determined by the Required Lenders, such Administrative Agent or Syndication
Agent, as the case may be; provided that Holdings and the Borrowers shall not be
required to hold more than one bank meeting in any Fiscal Year; provided
further, that, if a Default has occurred and is continuing and a bank meeting
pursuant to this clause (a) has theretofore been held in the Fiscal Year in
which such Default has occurred, the Required Lenders, any Administrative Agent
or the Syndication Agent may request, at their election at reasonable times and
intervals upon reasonable notice to Holdings and the Borrowers, a bank meeting
by conference telephone.

          (b) Each of Holdings and each Borrower will, and will cause each of
their respective Subsidiaries to, keep books and records in accordance with GAAP
which accurately reflect in all material respects its business affairs and
transactions and permit any Administrative Agent, the Syndication Agent, or any
Lender or Issuer whose visit is coordinated with any Administrative Agent or the
Syndication Agent, or any of their respective designated representatives, at
reasonable times and intervals upon reasonable notice to the chief financial
officer or an Authorized Officer of Holdings or such Borrower, as the case may
be, to visit each of such Person's offices, to discuss such Person's financial
matters with its officers and employees, and its independent public accountants
(and each of Holdings and each Borrower hereby authorizes such independent
public accountant to so discuss each of such Person's financial matters whether
or not any representative of such Person is present) and to examine (and
photocopy extracts from) any of such Person's books and records; provided that
so long as no Default has occurred and is continuing, no Lender or Issuer shall
request more than two visits pursuant to this clause (b) per Fiscal Year;
provided, further, that if the bank meeting pursuant to clause (a) of this
Section 7.1.5 is held in any Fiscal Year, such bank meeting shall constitute one
visit by such Lenders or Issuer in such Fiscal Year (whether or not such Lender
or Issuer is present at such bank meeting). Holdings or the applicable Borrower,
as the case may be, shall pay any fees of its independent public accountant
incurred in connection with any consultation pursuant to this Section 7.1.5.

          SECTION 7.1.6. Environmental Law Covenant. Each of Holdings and each
Borrower will, and will cause each of their respective Subsidiaries to,

          (a) (i) use and operate all of its and their facilities and properties
     in material compliance with all Environmental Laws, (ii) keep all
     materials, permits, approvals, certificates, licenses and other
     authorizations required under applicable Environmental Laws in effect and
     remain in compliance therewith, and (iii) handle, treat, store, dispose of
     and transfer all Hazardous Materials in compliance with all applicable
     Environmental Laws, except to the extent that the failure of any of the
     foregoing could not reasonably be expected to have a Material Adverse
     Effect; and

          (b) promptly notify the Agents and provide copies upon receipt of all
     written claims, complaints, notices or inquiries relating (i) to the
     condition of its facilities and properties in respect of, or (ii) to
     compliance with or under, Environmental Laws, which claims, complaints,
     notices or inquiries could (individually or in the aggregate) reasonably be
     expected to have a Material Adverse Effect, and shall promptly resolve any
     material non-compliance with or under, Environmental Laws and keep its
     property and facilities free of any Lien imposed under any Environmental
     Law (other than to the extent constituting a Permitted Lien which is being
     diligently contested in good faith by appropriate proceedings).

                                      -92-
<PAGE>
          SECTION 7.1.7. Use of Proceeds. The Borrowers shall use the Credit
Extensions solely for the following purposes:

          (a) In the case of the Term Loans, to repay the Original Term Loans
     which are denominated in U.S. dollars and to pay any interest accrued and
     unpaid as of the Amendment Effective Date with respect thereto, to pay
     accrued and unpaid commitment fees under the Original Credit Agreement, to
     finance the Transactions Dividend, the Special Bonus and to pay fees and
     expenses attributable to this Agreement and the Transactions.

          (b) In the case of U.S. Revolving Loans and U.S. Swing Line Loans, for
     working capital and general corporate purposes of Holdings and its U.S.
     Subsidiaries.

          (c) In the case of U.S. Letters of Credit, for purposes of supporting
     working capital and general corporate purposes of the U.S. Borrower and its
     Subsidiaries and to the extent permitted pursuant to clause (a) of Section
     7.2.6, supporting the obligations of Holdings;

          (d) In the case of Canadian Revolving Loans and Canadian Swing Line
     Loans, for working capital and general corporate purposes of the Canadian
     Borrower and its Canadian Subsidiaries; and

          (e) In the case of Canadian Letters of Credit, for purposes of
     supporting working capital and general corporate purposes of the Canadian
     Borrower and its Subsidiaries.

          SECTION 7.1.8. Mortgages. At the request of the Agents or the Required
Lenders (in their sole discretion), at any time after the Amendment Effective
Date, Holdings, each Borrower and/or each Subsidiary Guarantor shall cause, with
respect to the U.S. Collateral, the U.S. Administrative Agent and, with respect
to the Canadian Collateral, the Canadian Administrative Agent and the applicable
Secured Parties to have, at all times, a first priority perfected security
interest (subject only to Liens permitted hereunder) in all of the fee owned and
leased real property of Holdings, the Borrowers and the Subsidiary Guarantors,
so long as the book value or fair market value of each such property made
subject to a Mortgage hereunder exceeds $2,000,000, by executing and delivering
Mortgages that may be necessary in the reasonable opinion of such Administrative
Agent to create a valid, first priority perfected Lien (subject only to Liens
permitted hereunder) against such real property, it being agreed by the Lenders
and the Administrative Agents that Foreign Subsidiaries shall not be required to
deliver a Mortgage to secure the Obligations of the U.S. Borrower or any U.S.
Subsidiary.

          Should the Agents or the Required Lenders elect to exercise the option
described in the immediately preceding paragraph, in connection with the
execution and delivery of such Mortgages, Holdings and the Borrowers shall, and
shall cause each such Subsidiary Guarantor to as promptly as practicable:

          (a) provide evidence of the completion or satisfactory arrangements,
     for the completion of all recordings and filings of each such Mortgage as
     may be necessary or, in the reasonable opinion of the applicable
     Administrative Agent, desirable to create a valid,

                                      -93-
<PAGE>
     first priority perfected Lien (subject only to Liens permitted hereunder)
     against the properties purported to be covered thereby;

          (b) (A) obtain mortgagee's title insurance policies in favor of the
     applicable Administrative Agent for the benefit of the applicable Secured
     Parties in amounts and in form and substance and issued by insurers,
     reasonably satisfactory to the applicable Administrative Agent, with
     respect to the property purported to be covered by each Mortgage, insuring
     the mortgagor's title to such property and that the interests created by
     each Mortgage constitute valid first Liens thereon free and clear of all
     material defects and encumbrances other than as permitted hereunder or as
     otherwise approved by such Administrative Agent, and, if requested by such
     Administrative Agent, such policies shall also include a survey reading,
     and, if required by such Administrative Agent and if available, revolving
     credit endorsement, comprehensive endorsement, variable rate endorsement,
     access and utilities endorsements, mechanic's lien endorsement and such
     other endorsements as such Administrative Agent shall reasonably request
     and shall be accompanied by evidence of the payment in full of all premiums
     thereon or (B) with respect to any real property located in Canada, in the
     reasonable discretion of the Canadian Borrower, either satisfy the
     requirements of clause (A) above or obtain opinions of Canadian legal
     counsel as to the registration or filing of the Mortgages, the priority
     thereof and the title of the Canadian Borrower with respect thereto, which
     legal opinions shall be in form and substance reasonably satisfactory to
     the Administrative Agents; and

          (c) provide such other approvals, opinions or documents as the
     applicable Administrative Agent may reasonably request with respect to such
     real property, including, consents and estoppel agreements from landlords,
     and a reasonably current survey of each property purported to be covered by
     a Mortgage in form and substance reasonably satisfactory to such
     Administrative Agent and the title insurer; provided that Holdings and its
     Subsidiaries shall not be required to use more than commercially reasonable
     efforts (and shall not be required to make any payments) to obtain any such
     documentation, or to obtain consents for leasehold mortgages, in each case
     from third parties;

provided that without limiting the foregoing, leasehold mortgages only shall be
required with respect to real property containing a material manufacturing
facility with a lease term (including extension options) of at least 5 years.

          SECTION 7.1.9. Future Subsidiaries. Without limiting the effect of any
provision contained herein, within five Business Days after any Person becomes
either a direct or indirect wholly-owned U.S. Subsidiary or Canadian Subsidiary
of the U.S. Borrower:

          (a) such Person, if not theretofore a party to a Subsidiary Security
     and Pledge Agreement and a Subsidiary Guaranty, shall execute and deliver
     to, with respect to the U.S. Collateral, the U.S. Administrative Agent and,
     with respect to the Canadian Collateral, the Canadian Administrative Agent
     the applicable Subsidiary Security and Pledge Agreement and the applicable
     Subsidiary Guaranty (or, if applicable, a supplement thereto) for the
     benefit of the applicable Secured Parties, it being agreed by the Lenders
     and the Administrative Agents that, subject to the last sentence of this
     Section, Foreign Subsidiaries shall not be required to deliver a guaranty
     of the Obligations of the U.S. Bor-

                                      -94-
<PAGE>
     rower or any U.S. Subsidiary, or grant a Lien on any of their assets to
     secure the Obligations of the U.S. Borrower or any U.S. Subsidiary;

          (b) subject to the last sentence of this Section, (i) the U.S.
     Borrower and each U.S. Subsidiary Guarantor shall, pursuant to a Security
     and Pledge Agreement (as supplemented, if necessary, by a Foreign Pledge
     Agreement), deliver to the U.S. Administrative Agent, for its benefit and
     that of the applicable Secured Parties, (x) certificates evidencing all of
     the issued and outstanding Capital Stock of each Person that has become a
     direct Subsidiary of the U.S. Borrower or such U.S. Subsidiary Guarantor
     and (y) certificates evidencing all additional issued and outstanding
     Capital Stock of an existing Subsidiary owned directly by the U.S. Borrower
     or such U.S. Subsidiary Guarantor (provided that, for purposes of --------
     each of the immediately preceding clauses (x) and (y), subject to the last
     sentence of this Section 7.1.9, not more than 65% of the Capital Stock of
     any Foreign Subsidiary shall be so pledged to the U.S. Administrative Agent
     to secure the Obligations of the U.S. Borrower and the U.S. Subsidiary
     Guarantors) and (ii) the Canadian Borrower and each Canadian Subsidiary
     Guarantor shall, pursuant to a Security and Pledge Agreement (as
     supplemented, if necessary, by a Foreign Pledge Agreement), pledge to the
     Canadian Administrative Agent, for its benefit and that of the applicable
     Secured Parties, (x) all of the outstanding shares of Capital Stock of each
     Person that has become a direct Subsidiary of the Canadian Borrower or such
     Canadian Subsidiary Guarantor and (y) all additional shares of Capital
     Stock of an existing Subsidiary owned directly by the Canadian Borrower or
     any such Canadian Subsidiary Guarantor (it being understood and agreed that
     all of the Capital Stock pledged pursuant to this clause (b)(ii) shall only
     secure the Obligations of the Canadian Borrower and the Canadian Subsidiary
     Guarantors), in the case of each of clauses (i) and (ii), together with
     undated stock powers for such certificates, executed in blank (or, if any
     such shares of Capital Stock are uncertificated, confirmation and evidence
     reasonably satisfactory to such Administrative Agent that the security
     interest in such uncertificated securities has been transferred to and
     perfected by such Administrative Agent, for the benefit of the Secured
     Parties, in accordance with Article 8 of the UCC or any other similar or
     local or foreign law which may be applicable);

          (c) subject to the last sentence of this Section, (i) the U.S.
     Borrower and each U.S. Subsidiary Guarantor shall, pursuant to a Security
     and Pledge Agreement, pledge to the U.S. Administrative Agent, for its
     benefit and that of the applicable Secured Parties, all Intercompany Notes
     issued to such Person and evidencing Indebtedness in favor of the U.S.
     Borrower or such U.S. Subsidiary Guarantor, as the case may be, to secure
     the Obligations of each of the Obligors, (ii) the Canadian Borrower and
     each Canadian Subsidiary Guarantor shall, pursuant to a Security and Pledge
     Agreement, pledge to the Canadian Administrative Agent, for its benefit and
     that of the applicable Secured Parties, all Intercompany Notes issued to
     such Person and evidencing Indebtedness in favor of the Canadian Borrower
     or such Canadian Subsidiary Guarantor, as the case may be, to secure the
     Obligations of the Canadian Borrower and the Canadian Subsidiary
     Guarantors;

          (d) the applicable Borrower or, if not such Borrower, the applicable
     Subsidiary Guarantor that will own shares of the Capital Stock of such
     Person shall, pursuant to the applicable Security and Pledge Agreement,
     deliver to the applicable Administrative Agent (i) executed copies of
     Filing Statements naming such Obligor as a debtor and such

                                      -95-
<PAGE>
     Administrative Agent as the secured party, or other similar instruments or
     documents to be filed under the Uniform Commercial Code of all
     jurisdictions (or the equivalent under local law) as may be necessary, in
     the reasonable opinion of such Administrative Agent, to perfect the
     security interests of such Administrative Agent pursuant to the applicable
     Security and Pledge Agreement, (ii) executed copies of proper UCC
     termination statements (Form UCC-3) (or the equivalent under local law), if
     any, necessary to release all Liens and other rights of any Person in any
     collateral described in the applicable Security and Pledge Agreement
     previously granted by any Person, except to the extent such Liens are
     otherwise permitted hereunder, (iii) to the extent requested by such
     Administrative Agent, certified copies of UCC Requests for Information or
     Copies (Form UCC-11) or a similar search report listing all effective
     financing statements which name such Person (under its present name and any
     previous names under which it has conducted business during the five-year
     period prior to its acquisition by a Borrower or Subsidiary Guarantor) as
     the debtor and which are filed in the jurisdictions in which filings are to
     be made pursuant to clause (i) above, together with copies of such
     financing statements (none of which shall cover any collateral described in
     any Loan Document, except to the extent such Liens are otherwise permitted
     hereunder or are being released pursuant to clause (ii) above), together,
     in each case, with such opinions of legal counsel as the Agents may
     reasonably request, which legal opinions shall be in form and substance
     reasonably satisfactory to such Agents; and

          (e) the U.S. Borrower shall have delivered to the Administrative
     Agents an updated Item 6.9 of the Disclosure Schedule, which shall be true,
     accurate and correct in all material respects as of the date of delivery
     thereof and, simultaneously with any Subsidiary becoming a Subsidiary
     Guarantor pursuant to this Section 7.1.9, such Subsidiary Guarantor shall
     complete and deliver to the Administrative Agents a Perfection Certificate.

          The Agents shall be satisfied that the Lien granted to the applicable
Administrative Agent, for the benefit of the applicable Secured Parties in the
collateral described above is a first priority (or local equivalent thereof)
security interest, subject only to Liens permitted hereunder and no Lien exists
on any of the collateral described above other than the Lien created in favor of
the applicable Administrative Agent, for the benefit of the applicable Secured
Parties, pursuant to a Loan Document, and the other Liens permitted hereunder.
The U.S. Borrower agrees that if, as a result of a change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive or guideline of any Governmental
Authority, (i) a Foreign Subsidiary of the U.S. Borrower is permitted to execute
and deliver a supplement to the U.S. Subsidiary Guaranty or the U.S. Subsidiary
Security and Pledge Agreement or (ii) the U.S. Borrower or any U.S. Subsidiary
is permitted to pledge more than 66 2/3% of the Capital Stock of any Foreign
Subsidiary or any intercompany Indebtedness owing to any direct or indirect
Foreign Subsidiary of the U.S. Borrower evidenced by a note or other instrument
to secure the Obligations of the U.S. Borrower, in any such case without causing
any undistributed earnings of such Foreign Subsidiary as determined for United
States federal income tax purposes to be treated as a deemed dividend to such
Foreign Subsidiary's U.S. parent for United States federal income tax purposes
or without causing material adverse tax consequences to Holdings, the U.S.
Borrower or such Subsidiary, then the provisions of clause (a) of this Section
7.1.9 shall thereafter apply to any Foreign Subsidiary and/or (as the case may
be) the

                                      -96-
<PAGE>
provisions of clause (b) of this Section 7.1.9 shall thereafter apply to 100% of
the Capital Stock of such Foreign Subsidiary (or such lesser amount that can be
pledged without causing any such adverse tax consequences).

          SECTION 7.1.10. Additional Collateral; Insurance.

          (a) Without limiting the provisions of Sections 7.1.8 and 7.1.9,
Holdings and the U.S. Borrower shall, and shall cause each of their respective
wholly-owned U.S. Subsidiaries and Canadian Subsidiaries to, cause the Lenders
to have at all times a first priority perfected security interest (subject only
to Permitted Liens) in all of the personal property owned from time to time by
each such Person to the extent the same constitutes or would constitute
collateral under the applicable Security and Pledge Agreement; provided that no
Foreign Subsidiary shall be required at any time to guarantee or secure the
obligations of the U.S. Borrower or any U.S. Subsidiary.

          (b) As soon as practicable and in no event later than 90 days after
the Amendment Effective Date, the Agents shall have received each Mortgage for
each property owned by the Canadian Borrower, duly executed and delivered by the
Canadian Borrower and a Canadian Debenture covering property in the Province of
Quebec, together with

               (i) evidence of the completion (or satisfactory arrangements for
          the completion) of all recordings and filings of each such Mortgage as
          may be necessary or, in the reasonable opinion of the Administrative
          Agents, desirable to create a valid, first priority perfected Lien
          (subject only to Liens permitted under Section 7.2.3) against the
          properties purported to be covered thereby;

               (ii) at the discretion of the Canadian Borrower, either (A)
          mortgagee's title insurance policies in favor of the Canadian
          Administrative Agent for the benefit of the applicable Secured Parties
          in amounts and in form and substance and issued by insurers,
          reasonably satisfactory to the Administrative Agents, with respect to
          the property purported to be covered by each Mortgage, insuring the
          Mortgagor's title to such property and that the interests created by
          each Mortgage constitute valid first Liens thereon free and clear of
          all material defects and encumbrances other than as permitted under
          Section 7.2.3 or as otherwise approved by the Administrative Agents,
          and such policies shall also include, if required by the
          Administrative Agents and if available, revolving credit endorsement,
          comprehensive endorsement, variable rate endorsement, access and
          utilities endorsements, mechanic's lien endorsement and such other
          endorsements as the Administrative Agents shall reasonably request and
          shall be accompanied by evidence of the payment in full of all
          premiums thereon or (B) opinions of Canadian legal counsel as to the
          registration or filing of the Mortgages, the priority thereof and the
          title of the Canadian Borrower with respect thereto, which legal
          opinions shall be in form and substance reasonably satisfactory to the
          Administrative Agents; and

               (iii) such other approvals, opinions, reports or documents as the
          Administrative Agents may reasonably request with respect to property
          covered by such Mortgage and Canadian Debenture.

                                      -97-
<PAGE>
          (c) As soon as practicable, but in no event later than 15 Business
Days after the Amendment Effective Date, the Agents shall have received (to the
extent not previously delivered) insurance certificates, from one or more
insurance companies reasonably satisfactory to the Agents, evidencing coverage
required to be maintained pursuant to the Loan Documents.

          SECTION 7.1.11. Mortgage Amendments. As soon as practicable and in no
event later than 30 days after the Amendment Effective Date, the U.S. Borrower
shall deliver to the Administrative Agents and the Administrative Agents shall
have received from the U.S. Borrower, a Mortgage Amendment for each of the
Original Mortgages, duly executed and delivered by the U.S. Borrower, together
with:

          (a) legal opinions of local counsel reasonably satisfactory to the
     Administrative Agents with respect of each of the Mortgage Amendments to
     the Original Mortgages identified as items 1 through 5 on Schedule IV
     hereto, which legal opinions shall be in form and substance reasonably
     satisfactory to the Administrative Agents;

          (b) evidence satisfactory to the Administrative Agents that such
     action (including, without limitation, the filing of appropriately
     completed Uniform Commercial Code financing statements and the recording of
     the Mortgage Amendments) as may be necessary or as the Administrative
     Agents shall have reasonably requested to perfect the Liens created
     pursuant to the Mortgage Amendments, and to continue the perfection of the
     Liens created pursuant to the Original Mortgages, shall have been taken, or
     that arrangements therefor satisfactory to the Administrative Agents shall
     have been made;

          (c) updated policies of title insurance (or endorsements issued in
     connection with the Existing Title Policies) with respect to each of the
     Mortgage Amendments to the Original Mortgages identified as items 1, 2 and
     3 on Schedule IV attached hereto, in form and substance satisfactory to the
     Administrative Agents and issued by the Title Company, insuring the
     perfection, enforceability and priority of the Liens on each applicable
     Amended Mortgage Property created under the applicable Mortgage Amendments
     in amounts as are satisfactory to the Administrative Agents, subject only
     to such exceptions as are reasonably satisfactory to the Administrative
     Agents, containing such endorsements as have been previously delivered
     pursuant to the Existing Title Policies or such endorsements as shall be
     otherwise satisfactory to the Administrative Agents;

          (d) "nothing further certificates," or such other equivalent document
     issued by the Title Company with respect to each of the Mortgage Amendments
     to the Original Mortgages identified as items 4 and 5 on Schedule IV
     attached hereto, in each case in form and substance satisfactory to the
     Administrative Agents and issued by the Title Company, showing the priority
     of the Liens of each applicable Amended Mortgage Property created under the
     applicable Mortgage Amendments and showing no Liens (other than Liens
     permitted hereunder) of record with respect to each applicable Amended
     Mortgaged Property since the date of the applicable Existing Title Policy;

          (e) evidence satisfactory to the Administrative Agents that the U.S.
     Borrower has paid or made arrangements satisfactory to the Administrative
     Agents to pay to the Title Company all expenses and premiums of the Title
     Company in connection with the issuance of such policies and in addition
     shall have paid or made arrangements satisfactory

                                      -98-
<PAGE>
     to the Administrative Agents to pay to the Title Company an amount equal to
     the recording and stamp taxes payable in connection with recording the
     Mortgage Amendments in the appropriate county land offices; and

          (f) evidence satisfactory to the Administrative Agents that the U.S.
     Borrower has paid or made arrangements satisfactory to the Administrative
     Agents to pay all other costs, fees and expenses (including, without
     limitation, mortgage recording, intangibles or documentary stamp or similar
     taxes, reasonable legal fees and expenses) payable to the Administrative
     Agents with respect to the Mortgage Amendments.

          SECTION 7.1.12. Maintenance of Corporate Separateness. Holdings and
each Borrower will, and will cause each of their respective Subsidiaries to,
satisfy customary corporate formalities.

          SECTION 7.2. Negative Covenants. Each of Holdings and each Borrower
covenants and agrees with each Lender hereto that, until the Termination Date
has occurred, Holdings and the Borrowers will perform, or cause to be performed,
the obligations set forth below.

          SECTION 7.2.1. Business Activities. Neither Holdings nor either
Borrower will, nor will any of them permit any of their respective Subsidiaries
to, engage in any business except those businesses in which Holdings and its
Subsidiaries are engaged on the Amendment Effective Date, businesses which are
reasonable extensions thereof and businesses reasonably incidental or
complimentary thereto or expansions thereof.

          SECTION 7.2.2. Indebtedness. Neither Holdings nor either Borrower
will, nor will any of them permit any of their respective Subsidiaries to,
create, incur, assume or permit to exist any Indebtedness, other than:

          (a) Indebtedness in respect of the Obligations;

          (b) until the Amendment Effective Date, Indebtedness that is to be
     repaid in full as (and to the extent) further identified in Item 7.2.2(b)
     of the Disclosure Schedule;

          (c) Indebtedness existing as of the Amendment Effective Date (other
     than the Senior Subordinated Notes) which is identified in Item 7.2.2(c) of
     the Disclosure Schedule, and refinancing of such Indebtedness by a Borrower
     or, if other than a Borrower, the original obligor thereof;

          (d) Indebtedness (which, except to the extent permitted pursuant to
     clause (t) of Section 7.2.3, shall be unsecured) of the U.S. Borrower or
     any of its Subsidiaries in respect of performance, surety or appeal bonds
     or completion guarantees provided in the ordinary course of business, but
     excluding (in each case) Indebtedness incurred through the borrowing of
     money or Contingent Liabilities in respect thereof;

          (e) Indebtedness of the U.S. Borrower and its Subsidiaries (i) in
     respect of industrial revenue bonds or other similar governmental or
     municipal bonds, (ii) evidencing the deferred purchase price of newly
     acquired property or incurred to finance the acquisi-

                                      -99-
<PAGE>
     tion of property of the U.S. Borrower and its Subsidiaries (pursuant to
     purchase money mortgages or otherwise, whether owed to the seller or a
     third party) used in the ordinary course of business of the U.S. Borrower
     and its Subsidiaries (provided that such Indebtedness is incurred within 90
     days of the acquisition of such property) and (iii) Capitalized Lease
     Liabilities; provided that the aggregate amount of all Indebtedness
     outstanding pursuant to this clause (e) shall not at any time exceed
     $7,500,000;

          (f) Indebtedness of any U.S. Subsidiary Guarantor owing to the U.S.
     Borrower or any other U.S. Subsidiary Guarantor or Indebtedness of any
     Canadian Subsidiary Guarantor owing to the Canadian Borrower or any other
     Canadian Subsidiary Guarantor, which Indebtedness, if evidenced by one or
     more Intercompany Notes and payable to such Borrower or such Subsidiary
     Guarantor, shall be duly executed and delivered in pledge to the applicable
     Administrative Agent pursuant to a Security and Pledge Agreement;

          (g) Indebtedness of Foreign Subsidiaries (other than the Canadian
     Borrower and its Subsidiaries) owing to the U.S. Borrower or a U.S.
     Subsidiary Guarantor which, when aggregated with the amount of Investments
     made by the Borrowers and the Subsidiary Guarantors in such Foreign
     Subsidiaries under clause (f) of Section 7.2.5, does not exceed $3,500,000
     at any time outstanding (determined without giving effect to any
     write-downs or write-offs thereof), and if evidenced by one or more
     Intercompany Notes, shall be duly executed and delivered in pledge to the
     applicable Administrative Agent pursuant to a Security and Pledge Agreement
     (it being understood and agreed that the amount available to be drawn under
     a letter of credit (including any Letter of Credit) issued in support of
     the business or operations of such Foreign Subsidiary and with respect to
     which the U.S. Borrower or a U.S. Subsidiary Guarantor is obligated to
     reimburse the issuer thereof in respect of drawings thereunder shall
     constitute Indebtedness under this clause (g));

          (h) Indebtedness of Foreign Subsidiaries that are wholly-owned
     Subsidiaries owing to other Foreign Subsidiaries (other than the Canadian
     Borrower and each Canadian Subsidiary Guarantor);

          (i) Indebtedness of Foreign Subsidiaries incurred for working capital
     purposes in an aggregate principal amount at any time outstanding not to
     exceed $3,000,000; provided that such Indebtedness is not guaranteed by, or
     in any way secured by, the assets of Holdings or any of its U.S.
     Subsidiaries;

          (j) (i) unsecured Indebtedness of the U.S. Borrower owing to (x) a
     U.S. Subsidiary Guarantor or (y) a Subsidiary that has previously executed
     and delivered to the Agents an Interco Subordination Agreement (or a
     supplement thereto) and (ii) unsecured Indebtedness of the Canadian
     Borrower owing to (x) a Canadian Subsidiary Guarantor or (y) a Canadian
     Subsidiary that has previously executed and delivered to the Agents an
     Interco Subordination Agreement (or a supplement thereto);

          (k) unsecured Indebtedness of Holdings or a Borrower in respect of
     Permitted Seller Notes, so long as the aggregate principal amount of
     Permitted Seller Notes outstanding, when aggregated with the aggregate
     principal amount of Indebtedness out-

                                     -100-
<PAGE>
     standing pursuant to clause (l) of this Section 7.2.2, does not at any one
     time exceed $10,000,000; provided that no more than $5,000,000 in the
     aggregate of any such Permitted Seller Notes issued by the Canadian
     Borrower may be outstanding at any one time (in each case, as such amount
     may be increased through interest that is capitalized or paid-in-kind);

          (l) Indebtedness of a Person existing at the time such Person became a
     Subsidiary of the U.S. Borrower pursuant to a transaction permitted
     hereunder (such Person, an "Acquired Person"), together with all
     Indebtedness assumed by the U.S. Borrower, Holdings or any of their
     respective Subsidiaries in connection with any Permitted Acquisition,
     including any Permitted Acquisition of assets (all such Indebtedness being
     referred to in this clause (m) as "Assumed Indebtedness"), which does not
     exceed $10,000,000 in the aggregate at any one time outstanding, but only
     to the extent that such Indebtedness was not created or incurred in
     contemplation of such Person becoming a Subsidiary or such Permitted
     Acquisition;

          (m) Indebtedness of the U.S. Borrower and its Subsidiaries in respect
     of Hedging Obligations incurred with respect to Indebtedness of the U.S.
     Borrower and its Subsidiaries otherwise permitted to be incurred hereunder
     to the extent (i) the notional principal amount with respect to the
     relevant Hedging Obligation does not exceed the principal amount of the
     Indebtedness to which such Hedging Obligation relates and (ii) such Hedging
     Obligations are not for speculative purposes;

          (n) Indebtedness of Holdings incurred in connection with repurchases
     of its Capital Stock from employees, officers, directors or consultants of
     Holdings or its Subsidiaries upon their ceasing to be employees, officers,
     directors or consultants of Holdings or any such Subsidiary, as the case
     may be, or upon such Person's death or disability; provided that (i) the
     aggregate principal amount of such repurchases funded with Indebtedness
     does not exceed $7,500,000 in the aggregate outstanding at any time and
     (ii) such Indebtedness is subordinated to the Obligations on terms no less
     favorable to the Secured Parties than those set forth on Exhibit J hereto;

          (o) Indebtedness of Holdings in respect of intercompany notes
     permitted by clause (o) of Section 7.2.5;

          (p) guaranties by Holdings, either Borrower and the Subsidiary
     Guarantors of Indebtedness and lease obligations of Holdings and its
     Subsidiaries to the extent that such Indebtedness or lease obligations
     created in respect of any such guaranty would otherwise be permitted to be
     incurred as a direct obligation by Holdings, such Borrower or such
     Subsidiary Guarantor, as the case may be, under this Section 7.2.2 or
     otherwise under this Agreement;

          (q) Indebtedness of the U.S. Borrower or any of its Subsidiaries
     arising from the honoring by a bank or other financial institution of a
     check, draft or similar instrument inadvertently (except in the case of
     daylight overdrafts) drawn against insufficient funds in the ordinary
     course of business so long as such Indebtedness is extinguished within
     three Business Days of the incurrence thereof;

                                     -101-
<PAGE>
          (r) Indebtedness of the U.S. Borrower or any of its Subsidiaries
     arising from agreements of the U.S. Borrower or any of its Subsidiaries
     providing for indemnification, adjustment of purchase price or similar
     obligations in respect of any Permitted Acquisition or the disposition of
     any business, assets or a Subsidiary of the U.S. Borrower that is permitted
     under this Agreement; provided that the maximum liability in respect of
     such Indebtedness shall at no time exceed the purchase price for such
     Permitted Acquisition or the gross cash proceeds actually received by the
     U.S. Borrower and its Subsidiaries in connection with such disposition, as
     the case may be;

          (s) Indebtedness of the Canadian Borrower or any Canadian Subsidiary
     Guarantor owing to the U.S. Borrower or a U.S. Subsidiary Guarantor which,
     when aggregated with the amount of Investments made by the U.S. Borrower
     and the U.S Subsidiary Guarantors in the Canadian Borrower and the Canadian
     Subsidiary Guarantors under clause (u) of Section 7.2.5, does not exceed at
     any time outstanding $20,000,000; provided that such Indebtedness is
     evidenced by an intercompany note;

          (t) Qualifying Subordinated Debt; provided that any Net Debt Proceeds
     therefrom is applied in accordance with Section 3.1.1(g);

          (u) other (i) unsecured Indebtedness of Holdings, the U.S. Borrower
     and its Subsidiaries (other than Indebtedness of Foreign Subsidiaries owing
     to Holdings, the U.S. Borrower or any Subsidiary Guarantor) and (ii)
     secured Indebtedness of Foreign Subsidiaries, in an aggregate principal
     amount for all such Indebtedness under this clause (u) at any time
     outstanding not to exceed $7,500,000; and

          (v) Indebtedness in respect of the outstanding principal of Senior
     Subordinated Notes and any Permitted Refinancing Indebtedness incurred to
     Refinance such Indebtedness, so long as the aggregate principal amount of
     all such Permitted Refinancing Indebtedness (exclusive of unpaid accrued
     interest and premium on and expense incurred in connection with the
     Indebtedness being Refinanced), when aggregated with the principal amount
     of all outstanding Indebtedness incurred pursuant to Section 7.2.2(t), does
     not exceed $265,000,000.

provided that no Indebtedness otherwise permitted by clauses (e), (g) (l), (t)
or (u) shall be assumed or otherwise incurred if a Default has occurred and is
then continuing or would result therefrom.

          SECTION 7.2.3. Liens. Neither Holdings nor either Borrower will, nor
will any of them permit any of their respective Subsidiaries to, create, incur,
assume or permit to exist any Lien upon any of its property (including Capital
Stock of any Person), revenues or assets, whether now owned or hereafter
acquired, except:

          (a) Liens securing payment of the Obligations;

          (b) until the Amendment Effective Date, Liens securing payment of
     Indebtedness of the type described in clause (b) of Section 7.2.2;

                                     -102-
<PAGE>
          (c) Liens existing as of the Amendment Effective Date and disclosed
     and described in Item 7.2.3(c) of the Disclosure Schedule securing
     Indebtedness described in clause (c) of Section 7.2.2, and refinancings of
     such Indebtedness; provided that no such Lien shall encumber any additional
     property and the amount of Indebtedness secured by such Lien is not
     increased (except to the extent attributable to accrued and unpaid interest
     or premium or other expenses and costs incurred in connection with such
     refinancing) from that existing on the Amendment Effective Date (as such
     Indebtedness may have been permanently reduced subsequent to the Amendment
     Effective Date);

          (d) Liens securing Indebtedness of the type permitted under clause (e)
     of Section 7.2.2; provided that (i) such Lien is granted within 90 days
     after such Indebtedness is incurred or any refinancing thereof permitted
     under such clause and (ii) such Lien secures only the assets that are the
     subject of the Indebtedness referred to in such clause and proceeds
     therefrom;

          (e) Liens securing Indebtedness permitted by clause (l) of Section
     7.2.2; provided that such Liens existed prior to such Person becoming a
     Subsidiary or such Permitted Acquisition occurring, were not created in
     anticipation thereof and do not attach to any other asset of the U.S.
     Borrower or any of its Subsidiaries theretofore or thereafter existing;

          (f) Liens in favor of architects, engineers, workmen, contractors and
     sub-contractors, carriers, warehousemen, mechanics, materialmen and
     landlords granted in the ordinary course of business for amounts which are
     not overdue or are being diligently contested in good faith by appropriate
     proceedings and for which adequate reserves in accordance with GAAP shall
     have been set aside on its books;

          (g) Liens incurred or deposits made in the ordinary course of business
     in connection with worker's compensation, unemployment insurance or other
     forms of governmental insurance or benefits (other than Liens in favor of
     the PBGC), or to secure performance of tenders, statutory obligations,
     bids, leases or other similar obligations (other than for borrowed money)
     entered into in the ordinary course of business;

          (h) Liens arising from judgments, decrees or attachments under
     circumstances which do not otherwise result in an Event of Default under
     Section 8.1.6;

          (i) encroachments, discrepancies, easements, servitudes, restrictive
     covenants, land use covenants, rights-of-way, zoning restrictions, minor
     defects or irregularities in title and other similar encumbrances not
     interfering in any material respect with the marketability or use of the
     property to which such Lien is attached;

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

                                     -103-
<PAGE>
          (k) Liens securing Indebtedness of the type permitted by clauses (g),
     (h), (i) and (u) of Section 7.2.2 and covering only assets of the Foreign
     Subsidiary obligated under such Indebtedness;

          (l) Liens arising from precautionary UCC-1 financing statement filings
     (or the equivalent under local law) regarding operating leases, leasing
     contracts (credit-bail) and installment sales entered into by the U.S.
     Borrower or any Subsidiary of the U.S. Borrower in the ordinary course of
     business;

          (m) licenses, leases or subleases which (i) have been granted in the
     ordinary course of business and do not interfere in any material respect
     with the business of the U.S. Borrower or any of its Subsidiaries and (ii)
     in the event granted to an Affiliate of Holdings or any of its
     Subsidiaries, comply with Section 7.2.13;

          (n) restrictions imposed in the ordinary course of business on the
     sale or distribution of designated inventory that arise from the sale of
     such inventory to one or more customers;

          (o) Liens in favor of customs or revenue authorities arising as a
     matter of law to secure payment of customs duties in connection with the
     importation of goods;

          (p) all reservations, limitations, provisos and conditions expressed
     in any original grant from the Crown in respect of any lands and premises
     of the Canadian Borrower or a Canadian Subsidiary or in any comparable
     grant in jurisdictions other than Canada, provided they do not, in the
     aggregate, materially detract from the value of, or materially interfere
     with the use or operation of the property;

          (q) all rights of expropriation of any federal, provincial or
     municipal authority or agency;

          (r) the right reserved to or vested in any municipality, governmental
     or other public authority by the terms of any lease, license, franchise,
     grant or permit acquired by the Canadian Borrower or a Canadian Subsidiary
     or by any statutory provisions, to terminate any such lease, license,
     franchise, grant or permit, or to require annual or other payments as a
     condition to the continuation thereof;

          (s) applicable municipal and other governmental restrictions,
     including municipal by-laws and regulations, site plan, subdivision,
     development and other similar agreements, in each case affecting the use or
     subdivision of land or the nature of any structures which may be erected
     thereon, provided such restrictions are complied with; and

          (t) other Liens on property of the U.S. Borrower or any of its
     Subsidiaries; provided that the fair market value of the property
     encumbered by Liens described in this clause (t), and the Indebtedness and
     other obligations secured thereby, does not exceed $3,750,000.

                                     -104-
<PAGE>
          SECTION 7.2.4. Financial Condition and Operations. Holdings and the
Borrowers will not permit any of the events set forth below to occur.

          (a) Holdings and the Borrowers will not permit the Leverage Ratio as
     of the last day of each Fiscal Quarter below to be greater than the ratio
     set forth opposite such Fiscal Quarter below:

                                                                    Leverage
     Fiscal Quarter                                                   Ratio

     The fourth Fiscal Quarter of the 2004 Fiscal Year and the       4.00:1
     first and second Fiscal Quarters of the 2005 Fiscal Year

     The third Fiscal Quarter of the 2005 Fiscal Year                3.75:1

     The fourth Fiscal Quarter of the 2005 Fiscal Year and the       3.50:1
     first Fiscal Quarter of the 2006 Fiscal Year

     The second Fiscal Quarter of the 2006 Fiscal Year               3.25:1

     The third Fiscal Quarter of the 2006 Fiscal Year and each       3.00:1
     Fiscal Quarter thereafter

          (b) Holdings and the Borrowers will not permit the Interest Coverage
     Ratio as of the last day of each Fiscal Quarter below to be less than the
     ratio set forth opposite such Fiscal Quarter below:

                                                                    Interest
                                                                    Coverage
     Fiscal Quarter                                                  Ratio

     The fourth Fiscal Quarter of the 2004 Fiscal Year and the       2.90:1
     first Fiscal Quarter of the 2005 Fiscal Year

     The second, third and fourth Fiscal Quarters of the 2005        3.20:1
     Fiscal Year and the first Fiscal Quarter of the 2006 Fiscal
     Year

     The second Fiscal Quarter of the 2006 Fiscal Year and each      3.50:1
     Fiscal Quarter thereafter

          (c) Holdings and the Borrowers will not permit the Fixed Charge
     Coverage Ratio as of the last day of each Fiscal Quarter below be less than
     the ratio set forth opposite such Fiscal Quarter set forth below:

-105-
<PAGE>
                                                                  Fixed Charge
                                                                    Coverage
     Fiscal Quarter                                                  Ratio

     The fourth Fiscal Quarters of the 2004 Fiscal Year and the      1.30:1
     first Fiscal Quarter of the 2005 Fiscal Year

     The second, third and fourth Fiscal Quarters of the 2005        1.40:1
     Fiscal Year and the first Fiscal Quarter of the 2006 Fiscal
     Year

     The second Fiscal Quarter of the 2006 Fiscal Year and each      1.50:1
     Fiscal Quarter thereafter

          SECTION 7.2.5. Investments. Holdings and the Borrowers will not, and
will not permit any of their respective Subsidiaries to, purchase, make, incur,
assume or permit to exist any Investment in any other Person, except:

          (a) Investments existing on the Amendment Effective Date and
     identified in Item 7.2.5(a) of the Disclosure Schedule;

          (b) cash and Cash Equivalent Investments;

          (c) Investments received in connection with the bankruptcy or
     reorganization of, or settlement of delinquent accounts and disputes with,
     customers and suppliers, in each case in the ordinary course of business;

          (d) Capital Expenditures to the extent permitted pursuant to Section
     7.2.7;

          (e) Investments by way of contributions to capital or purchases of
     Capital Stock (i) by the U.S. Borrower in any U.S. Subsidiary Guarantor or
     any U.S. Subsidiary Guarantor in the U.S. Borrower or other U.S. Subsidiary
     Guarantors, (ii) by Holdings or any Subsidiary in the U.S. Borrower or
     (iii) by the Canadian Borrower in any Canadian Subsidiary Guarantor or by
     any Canadian Subsidiary Guarantor in the Canadian Borrower or any other
     Canadian Subsidiary Guarantor;

          (f) Investments by the U.S. Borrower, a U.S. Subsidiary Guarantor, the
     Canadian Borrower or a Canadian Subsidiary Guarantor by way of
     contributions to capital or purchases of Capital Stock of Foreign
     Subsidiaries, in the aggregate, not to exceed $1,000,000, net of repayments
     thereof and excluding, without duplication, permitted Indebtedness incurred
     pursuant to clause (g) of Section 7.2.2 to the extent such Indebtedness,
     together with all outstanding Investments under this clause (f), do not
     exceed $3,500,000 in the aggregate at any time outstanding;

          (g) Investments by a Foreign Subsidiary (other than the Canadian
     Borrower and each Canadian Subsidiary Guarantor) in any other Foreign
     Subsidiary that is a wholly-owned Subsidiary;

          (h) Investments (without duplication) that are permitted as
     Indebtedness pursuant to Section 7.2.2;

                                     -106-
<PAGE>
          (i) Investments made by the U.S. Borrower and its Subsidiaries that
     constitute (i) accounts receivable arising, (ii) trade debt granted, or
     (iii) deposits made in connection with the purchase price of goods or
     services, in each case in the ordinary course of business;

          (j) Investments in respect of Permitted Acquisitions;

          (k) Investments consisting of any deferred portion of the sales price
     received by the U.S. Borrower or any Subsidiary in connection with any
     Disposition permitted under Section 7.2.11;

          (l) Investments by the U.S. Borrower and its Subsidiaries in respect
     of (i) payroll, moving, travel and similar advances made in the ordinary
     course of business to cover matters that are expected at the time of such
     advance ultimately to be treated as expenses (in accordance with GAAP), and
     (ii) loans and advances to their respective employees, officers, directors
     and consultants in the ordinary course of business in an aggregate amount
     (determined without giving effect to any write-downs or write-offs of such
     loans and advances) not to exceed $3,000,000 at any time outstanding;

          (m) Investments in respect of loans or extensions of credit made by
     Holdings or the U.S. Borrower ("Management Loans") to employees, officers,
     directors or consultants ("Management Investors") of Holdings or any of its
     Subsidiaries in connection with their purchase of newly issued Capital
     Stock of Holdings (or any direct or indirect parent company thereof)
     ("Management Shares"), so long as the proceeds of such loans (if any) are
     used concurrently dollar-for-dollar for the purchase of such Management
     Shares and then contributed concurrently by Holdings (or by such direct
     parent or indirect company to Holdings and then by Holdings) as a capital
     contribution to the U.S. Borrower;

          (n) Restricted Payments permitted pursuant to Section 7.2.6;

          (o) Investments by the U.S. Borrower in the form of intercompany loans
     to Holdings (or any direct or indirect parent company thereof), and by
     Holdings in the form of intercompany loans to its direct or indirect parent
     company, in each case the proceeds of which are used to make payments
     permitted pursuant to Section 7.2.6;

          (p) Investments pursuant to Hedging Obligations permitted hereunder;

          (q) Investments in respect of the ownership of the Capital Stock of
     Subsidiaries created or acquired in accordance with the terms of this
     Section 7.2.5 or Section 7.2.9;

          (r) advances to subcontractors in the ordinary course of business;

          (s) non-cash consideration issued to the U.S. Borrower or any of its
     Subsidiaries by the purchaser of assets in connection with a sale of such
     assets to the extent permitted by Section 7.2.11;

          (t) other Investments by the U.S. Borrower and its Subsidiaries in an
     amount not to exceed $7,500,000 over the term of this Agreement, net of
     repayments or refunds thereof (but without regard to the effect of any
     write-offs or write-downs thereof) plus

                                     -107-
<PAGE>
     other Investments (including Investments constituting Foreign Permitted
     Acquisitions) to the extent financed with new equity proceeds (not subject
     to clause (h) of Section 3.1.1) received by Holdings (and contributed to
     the U.S. Borrower) or Capital Stock of Holdings (or any direct or indirect
     parent company thereof); and

          (u) Investments by the U.S. Borrower or any U.S. Subsidiary Guarantor
     by way of contributions to capital or purchases of Capital Stock of the
     Canadian Borrower or any Canadian Subsidiary Guarantor not to exceed
     $7,500,000, net of repayments thereof and excluding, without duplication,
     permitted Indebtedness incurred pursuant to clause (s) of Section 7.2.2 to
     the extent such Indebtedness, together with all Investments under this
     clause (u), does not exceed $20,000,000 in the aggregate at any time
     outstanding;

     provided that

               (i) any Investment which when made complies with the requirements
          of clause (a), (b) or (c) of the definition of the term "Cash
          Equivalent Investment" may continue to be held notwithstanding that
          such Investment if made thereafter would not comply with such
          requirements;

               (ii) notwithstanding anything to the contrary contained above in
          this Section 7.2.5, to the extent that any Designated U.S. Subsidiary
          Guarantor has theretofore received an Investment pursuant to clause
          (e) (i) above (exclusive of any Investment from another Designated
          U.S. Subsidiary Guarantor) and such Designated U.S. Subsidiary
          Guarantor thereafter makes a Restricted Payment pursuant to clause
          (c)(i) of Section 7.2.6 to a Foreign Subsidiary, the amount of such
          Restricted Payment (up to the amount of any such Investment
          theretofore received by such Designated U.S. Subsidiary Guarantor
          which has not theretofore been repaid, refunded or returned
          (including, without limitation, by way of an Investment or as a
          Restricted Payment) to the U.S. Borrower or U.S. Subsidiary Guarantor
          that made such Investment) shall be treated as an Investment made in
          such Foreign Subsidiary pursuant to clause (t) above or this clause
          (u), as applicable (it being understood that any repayment, refund or
          return of such Investment to the U.S. Borrower or U.S. Subsidiary
          Guarantor shall be treated as a return of the initial Investment made
          in such Designated U.S. Subsidiary Guarantor); and

               (iii) no Investment otherwise permitted by clauses (f), (j), (t)
          or (u) shall be permitted to be made if any Default has occurred and
          is continuing or would result therefrom.

          SECTION 7.2.6. Restricted Payments, etc. Holdings and the Borrowers
will not, and will not permit any of their respective Subsidiaries to, declare
or make a Restricted Payment, or make any deposit for any Restricted Payment,
except:

          (a) the U.S. Borrower may make Restricted Payments to Holdings for the
     purpose of paying, so long as all proceeds are promptly used by Holdings to
     pay, (i) reasonable fees for audit, legal and similar administrative
     services and other corporate overhead, (ii) customary fees to non-officer
     directors of Holdings who are not Affiliates of

                                     -108-
<PAGE>
     Holdings, (iii) out-of-pocket expenses to directors or observers of the
     board of directors of Holdings and (iv) taxes payable by Holdings;

          (b) so long as at the time of such purchase (and after giving effect
     thereto) there shall exist no Default, Holdings may (and the Borrowers may
     make Restricted Payments to Holdings to permit Holdings to) repurchase, or
     make a Restricted Payment to or through any Parent to repurchase,
     Management Shares from any Management Investor or repay (or make interest
     payments on), or make a Restricted Payment to or through any Parent to
     repay, Indebtedness incurred pursuant to clause (n) of Section 7.2.2 (or
     like Indebtedness incurred by any Parent) (i) with proceeds of the key-man
     life insurance maintained on the life of such Management Investor and (ii)
     with cash in an aggregate amount not exceeding $10,000,000;

          (c) (i) any Subsidiary of the U.S. Borrower may make Restricted
     Payments to (x) the U.S. Borrower, (y) to any wholly-owned U.S. Subsidiary
     of the U.S. Borrower or (z) to any wholly-owned Subsidiary of the U.S.
     Borrower which owns an equity interest in such Subsidiary and (ii) any
     non-wholly-owned U.S. Subsidiary of the U.S. Borrower may make Restricted
     Payments to its shareholders generally so long as the U.S. Borrower or its
     Subsidiary which owns the equity interest in the Subsidiary making such
     Restricted Payment receives at least its proportionate share thereof (based
     upon its relative holding of the equity interests in the Subsidiary making
     such Restricted Payment);

          (d) so long as no Default then exists or would result therefrom, the
     U.S. Borrower may make Restricted Payments to or through any Parent at the
     times, and in the amounts, necessary to enable the respective Parent to
     make any regularly scheduled interest or principal payments that are due
     and payable on any Permitted Seller Notes (so long as the aggregate
     principal amount outstanding thereunder does not exceed $10,000,000) and
     regularly scheduled interest on any Qualifying Subordinated Debt to the
     extent that such payments are permitted to be made pursuant to Section
     7.2.8;

          (e) repurchases of Capital Stock of Holdings deemed to occur upon the
     exercise of stock options if such Capital Stock represents a portion of the
     exercise price thereof and so long as no cash is paid or distributed by
     Holdings or any of its Subsidiaries in connection therewith;

          (f) the U.S. Borrower may make Restricted Payments to Holdings, the
     proceeds of which shall be used by Holdings to make Restricted Payments to
     its direct or indirect parent company, for the purpose of such direct or
     indirect parent company paying, so long as all proceeds are promptly used
     by such direct or indirect parent company to pay, (i) reasonable fees for
     audit, legal and similar administrative services and other corporate
     overhead, (ii) customary fees to non-officer directors of such direct or
     indirect parent company who are not Affiliates of such direct or indirect
     parent company, (iii) out-of-pocket expenses to directors or observers of
     the board of directors of such direct or indirect parent company and (iv)
     taxes payable by such direct or indirect parent company, provided, however,
     (x) the aggregate amount paid pursuant to preceding subclauses (i), (ii)
     and (iii) shall not exceed $500,000 in any Fiscal Year of Holdings and (y)
     the aggregate amount of any such payments pursuant to preceding sub-clause
     (iv) in respect of any Fiscal Year does not exceed the amount that Holdings
     and its Subsidiaries would be re-

                                     -109-
<PAGE>
     quired to pay in respect of Federal, state, foreign and local taxes for
     such Fiscal Year were Holdings and its Subsidiaries to pay such taxes on a
     hypothetical separate consolidated, combined or unitary basis (in the case
     of taxes with respect to which tax returns are filed on such a basis)
     (whether or not all such amounts described in the preceding sub-clause (iv)
     are actually used by such direct or indirect parent company for such
     purposes);

          (g) the U.S. Borrower and Holdings may make Restricted Payments to or
     through any Parent (x) so long as no Default then exists or would result
     therefrom, in an amount necessary (taking into account all applicable
     restrictions set forth in the Superholdco Senior Discount Note Indenture as
     in effect on the Amendment Effective Date) to enable Parentholdco to make
     regularly scheduled cash interest payments on the then outstanding
     Parentholdco Notes as required by the Parentholdco Notes Indenture as in
     effect on the Amendment Effective Date, provided that no such amount shall
     exceed 200% of the amount equal to a 10% per annum cash interest payment on
     the Parentholdco Notes and (y) after the fifth anniversary of the Amendment
     Effective Date, in an amount not to exceed to 200% of the amount required
     to enable Parentholdco to redeem the Parentholdco Notes or to pay
     additional amounts required to be paid in cash pursuant to the terms of the
     the Parentholdco Notes Indenture as in effect on the Amendment Effective
     Date, in each case to the extent required so that the Parentholdco Notes do
     not constitute "applicable high yield discount obligations" within the
     meaning of Section 163(i)(1) of the Code; provided that such --------
     Restricted Payments may be made pursuant to this clause (g) on the last day
     of the Fiscal Quarter ended most recently prior to the respective date on
     which such regularly scheduled interest is required to be made pursuant to
     the Parentholdco Notes and the date on which such additional cash interest
     payment or redemptions must be made so that the Parentholdco Notes do not
     constitute "applicable high yield discount obligations" as described above,
     as the case may be (although Parentholdco shall not actually make any such
     interest or redemption payments until such date as when such interest
     payment is required, or such redemption must be made, as contemplated
     above); and

          (h) the U.S. Borrower may make Restricted Payments to Holdings and
     Holdings may make Restricted Payments to or through any Parent at any time
     in an amount necessary (taking into account all applicable restrictions set
     forth in the Superholdco Senior Discount Note Indenture as in effect on the
     Amendment Effective Date) to permit Parentholdco to pay a portion of the
     Transactions Dividend in an aggregate amount not to exceed $34.3 million;
     provided that the amount of such Restricted Payments permitted under this
     clause (h) shall not exceed 200% of the amount of such portion of the
     Transactions Dividend. For the avoidance of doubt, the $22.0 million of
     payments pursuant to the Special Bonus to the U.S. Borrower's officers and
     the $62.7 million portion of the Transactions Dividend to be paid on the
     Amendment Effective Date do not constitute a Restricted Payment;

provided, that in the case of Restricted Payments made pursuant to clauses (g)
and (h) above, all such amounts paid pursuant thereto shall either (x)
immediately be paid to Parentholdco in an amount not to exceed 50% (or 100% if
the next proviso is applicable) of the amount permitted thereby and used as
contemplated in clause (g) or (h), as applicable, or (y) be paid directly into a

                                     -110-
<PAGE>
deposit account in which the U.S. Administrative Agent shall have a perfected
first priority security interest (which shall be a Deposit Account established
pursuant to the Superholdco Pledge Agreement) and shall only be disbursed
therefrom in compliance with the terms of the Superholdco Pledge Agreement;
provided, however, that in the event that the Superholdco Senior Discount Notes
are repaid in full, otherwise defeased or the terms thereof and of the
Superholdco Senior Discount Notes Indenture are amended such that it is no
longer necessary that the 200% payment described in clauses (g)(x), (g)(y) and
(h) above be made in order to allow for dividends paid under the Senior
Subordinated Notes Indenture to match dividends allowed under the Superholdco
Discount Notes Indenture, such 200% shall be reduced to 100%.

          SECTION 7.2.7. Capital Expenditures, etc.

          (a) Subject (in the case of Capitalized Lease Liabilities) to clause
(e) of Section 7.2.2, the Borrowers will not, and will not permit any of their
respective Subsidiaries to, make or commit to make any Capital Expenditures on
or after the Amendment Effective Date, other than Capital Expenditures made or
committed to be made by a Borrower and its respective Subsidiaries in any Fiscal
Year which in the aggregate do not exceed (i) $22,500,000 for the 2004 Fiscal
Year, (ii) $28,000,000 million for the 2005 Fiscal Year, and (iii) $25,000,000
for any Fiscal Year thereafter; provided that to the extent that Capital
Expenditures made by the Borrowers and their respective Subsidiaries during any
Fiscal Year (or portion thereof) are less than the maximum amount permitted to
be made for such Fiscal Year 100% of such unused amount (each such amount, a
"carry-forward amount") may be carried forward to the immediately succeeding
Fiscal Year and utilized to make Capital Expenditures in such succeeding Fiscal
Year (it being understood and agreed that no carry forward amount may be carried
beyond the Fiscal Year immediately succeeding the Fiscal Year in which it
arose); provided, further, that, in addition to the foregoing, from and after
the consummation of any Permitted Acquisition, the maximum Capital Expenditure
amounts set forth above for each Fiscal Year shall be increased by an amount
equal to 3% of the gross sales of each Person or business acquired in each such
Permitted Acquisition for the 12-month period most recently ended prior to the
consummation of such Permitted Acquisition for which financial statements are
available for such Person or business (provided that the Capital Expenditure
amount for the Fiscal Year in which such Permitted Acquisition is consummated
shall only be increased by the amount set forth above in this proviso multiplied
by a fraction the numerator of which is the number of days remaining in such
Fiscal Year and the denominator of which is 365 or 366, as the case may be).

          (b) In addition to any Capital Expenditures permitted pursuant to
clause (a) above, the Borrowers and their respective Subsidiaries may make
Capital Expenditures (i) with Net Casualty Proceeds and Net Disposition Proceeds
to the extent permitted by clauses (d) and (e) of Section 3.1.1, (ii) with Net
Equity Proceeds or other equity proceeds not required to be applied to repay
Term Loans pursuant to clause (h) of Section 3.1.1, (iii) with Excess Cash Flow
for the immediately preceding Fiscal Year retained by the Borrowers and not
required to be applied to repay Term Loans pursuant to clause (f) of Section
3.1.1 and (iv) from and after January 1, 2005, so long as the Leverage Ratio is
less than 2.50:1 as set forth in the most recent Compliance Certificate
delivered pursuant to clause (e) of Section 7.1.1, an additional amount not to
exceed $5,000,000. For the avoidance of doubt, any portion of any Permitted
Acquisition that is permitted under Section 7.2.5 that is accounted for as
Capital Expenditure shall not constitute a Capital Expenditure for purposes of
this Section 7.2.7 (provided that the aggregate limit for Per-

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<PAGE>
mitted Acquisitions shall be decreased dollar-for-dollar by the amount expended
in respect of such Permitted Acquisition that is so accounted as a Capital
Expenditure).

          SECTION 7.2.8. No Prepayment of Subordinated Debt. Except as otherwise
permitted by clause (v) of Section 7.2.2 or clauses (b) and (d) of Section
7.2.6, Holdings and the Borrowers will not, and will not permit any of their
respective Subsidiaries to, (i) make any payment or prepayment of principal of,
or premium or interest on, any Subordinated Debt (A) other than the stated,
scheduled payment of principal or interest set forth in the applicable Other
Debt Documents related to such Indebtedness, or (B) which would violate the
terms of this Agreement or the applicable Other Debt Documents related to such
Indebtedness, (ii) redeem, retire, purchase, defease or otherwise acquire any
Subordinated Debt, or (iii) make any deposit (including the payment of amounts
into a sinking fund or other similar fund) for any of the foregoing purposes.

          SECTION 7.2.9. Capital Stock of Subsidiaries. Holdings and the
Borrowers will not, and will not permit any of their respective Subsidiaries to,
issue any Capital Stock (whether for value or otherwise), other than (x) Capital
Stock of Holdings (other than Redeemable Capital Stock not otherwise permitted
to be issued pursuant to Section 7.2.2), (y) Capital Stock of the U.S. Borrower
issued to Holdings and pledged pursuant to the Holdings Pledge Agreement and (z)
in the case of Subsidiaries of the U.S. Borrower, Capital Stock issued (i) to
the U.S. Borrower or another Subsidiary of the U.S. Borrower, (ii) for purposes
of transfers permitted under this Agreement and replacements of then outstanding
shares of Capital Stock, (iii) for purposes of stock splits, stock dividends and
additional issuances which are permitted under this Agreement and do not
decrease the percentage ownership of the U.S. Borrower or any of its
Subsidiaries in any class of the Capital Stock of such Subsidiaries, (iv) with
respect to Foreign Subsidiaries, to qualify directors or local nationals to the
extent (but only to the extent) required by applicable law, (v) in respect of
Subsidiaries formed after the Amendment Effective Date and permitted pursuant to
this Agreement and (vi) issuances of Capital Stock permitted pursuant to Section
7.2.5; provided that the Capital Stock of all wholly-owned U.S. Subsidiaries of
the U.S. Borrower shall be pledged pursuant to the U.S. Borrower Pledge and
Security Agreement.

          SECTION 7.2.10. Consolidation, Merger, Acquisitions, etc. Holdings and
the Borrowers will not, and will not permit any of their respective Subsidiaries
to, liquidate or dissolve, consolidate with, or merge into or with, any other
Person, or otherwise enter into or consummate any acquisition of any Person or
all or substantially all of the assets of any Person or any business of such
Person, except

          (a) (i) any Subsidiary of the U.S. Borrower (other than the Canadian
     Borrower or any of its Subsidiaries) (for purposes of this clause (a)(i), a
     "Subject U.S. Borrower Subsidiary") may liquidate or dissolve voluntarily
     into, and may merge with and into, the U.S. Borrower (so long as the U.S.
     Borrower is the continuing or surviving corporation) or any other Subject
     U.S. Borrower Subsidiary (provided that a Subsidiary Guarantor that is a
     Subject U.S. Borrower Subsidiary may only liquidate or dissolve into, or
     merge with and into, the U.S. Borrower or another Subsidiary Guarantor that
     is a Subject U.S. Borrower Subsidiary), and the assets or Capital Stock of
     any Subject U.S. Borrower Subsidiary may be purchased or otherwise acquired
     by the U.S. Borrower or any other Subject U.S. Borrower Subsidiary
     (provided that the assets or Capital Stock of any Subsidiary Guarantor may
     only be purchased or otherwise acquired by the U.S. Borrower

                                     -112-
<PAGE>
     or another Subsidiary Guarantor that is a Subject U.S. Borrower
     Subsidiary); provided, further, that in no event shall any Pledged
     Subsidiary that is a Subject U.S. Borrower Subsidiary consolidate with or
     merge with and into any Subsidiary other than another Pledged Subsidiary
     unless after giving effect thereto, the applicable Administrative Agent
     shall have a perfected pledge of, and security interest in and to, at least
     the same percentage of the issued and outstanding interests of Capital
     Stock (on a fully diluted basis) of the surviving Person as such
     Administrative Agent had immediately prior to such merger or consolidation
     in form and substance satisfactory to such Administrative Agent, pursuant
     to such documentation and opinions as shall be necessary in the reasonable
     opinion of such Administrative Agent to create, perfect or maintain the
     collateral position of the Secured Parties therein; and

          (ii) any Subsidiary of the Canadian Borrower may liquidate or dissolve
     voluntarily into, and may merge with and into, the Canadian Borrower (so
     long as the Canadian Borrower is the continuing or surviving corporation)
     or any other Subsidiary of the Canadian Borrower (provided that a Canadian
     Subsidiary Guarantor may only liquidate or dissolve into, or merge with and
     into, the Canadian Borrower or another Canadian Subsidiary Guarantor), and
     the assets or Capital Stock of any Subsidiary of the Canadian Borrower may
     be purchased or otherwise acquired by the Canadian Borrower or any other
     Subsidiary of the Canadian Borrower (provided that the assets or Capital
     Stock of any Canadian Subsidiary Guarantor may only be purchased or
     otherwise acquired by the Canadian Borrower or another Canadian Subsidiary
     Guarantor); provided, further, that in no event shall any Pledged
     Subsidiary that is a Subsidiary of the Canadian Borrower consolidate with
     or merge with and into any Subsidiary other than another Pledged Subsidiary
     that is a Subsidiary of the Canadian Borrower unless after giving effect
     thereto, the applicable Administrative Agent shall have a perfected pledge
     of, and security interest in and to, at least the same percentage of the
     issued and outstanding interests of Capital Stock (on a fully diluted
     basis) of the surviving Person as such Administrative Agent had immediately
     prior to such merger or consolidation in form and substance satisfactory to
     such Administrative Agent, pursuant to such documentation and opinions as
     shall be necessary in the reasonable opinion of such Administrative Agent
     to create, perfect or maintain the collateral position of the Secured
     Parties therein; and

          (b) Permitted Acquisitions in accordance with the definition hereof
     and, without duplication, Investments as, and to the extent, permitted by
     Section 7.2.5.

          SECTION 7.2.11. Permitted Dispositions. Holdings and the Borrowers
will not, and will not permit any of their respective Subsidiaries to, Dispose
of any of such Borrower's or such Subsidiaries' assets (including accounts
receivable, Capital Stock of Subsidiaries or any proceeds thereof) to any
Person, in one transaction or series of transactions, except for the following:

          (a) Dispositions of (i) inventory Disposed of in the ordinary course
     of its business, (ii) assets which are obsolete, worn out or otherwise no
     longer useful in the business of the U.S. Borrower and its Subsidiaries in
     the good faith judgment of management or (iii) other assets with a fair
     market value of $75,000 or less (up to an aggregate amount not to exceed
     $750,000 in any year);

                                     -113-
<PAGE>
          (b) Dispositions permitted by Section 7.2.10;

          (c) Dispositions made pursuant to non-exclusive licensing arrangements
     entered into by the U.S. Borrower or any of its Subsidiaries with respect
     to any of its intellectual property in the ordinary course of its business;

          (d) (i) Dispositions for not less than the fair market value of the
     assets to be Disposed, (ii) the consideration received by the U.S. Borrower
     or applicable Subsidiary consists of at least 75% cash, (iii) the net book
     value of such assets, together with the net book value of all other assets
     Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any
     Fiscal Year or $15,000,000 over the term of this Agreement and (iv)
     immediately prior to and after giving effect to such Disposition no Default
     shall have occurred and be continuing;

          (e) Dispositions in respect of the sale or exchange of specific items
     of equipment, so long as the purpose of each such sale or exchange is to
     acquire (and results within 120 days of such sale or exchange in the
     acquisition of) replacement items of equipment which are the functional
     equivalent of the item of equipment so sold or exchanged;

          (f) Dispositions in respect of the sale or discount of receivables in
     the ordinary course of business and not as part of any financing
     transaction;

          (g) Dispositions in respect of leases or subleases granted to other
     Persons in the ordinary course of business;

          (h) the Disposition of (i) the vinyl window manufacturing operations
     located at the Lambeth, Ontario facility of the Canadian Borrower, (ii) the
     vinyl manufacturing operations located at the Freeport, Texas facility of
     the U.S. Borrower and (iii) the business operations and assets related to
     the fence, deck and rail operations of the U.S. Borrower located primarily
     at the West Salem, Ohio facility; provided that, in each case, the
     consideration received by the U.S. Borrower and Gentek U.S., as the case
     may be (x) shall not be less than the fair market value of the equipment,
     assets or operations to be Disposed of and (y) shall consist of at least
     75% cash;

          (i) without duplication, Dispositions in respect of sales or
     leasebacks permitted under Section 7.2.15; and

          (j) (i) Dispositions by the U.S. Borrower to a U.S. Subsidiary
     Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor to the U.S.
     Borrower or another U.S. Subsidiary Guarantor, (iii) Dispositions by the
     Canadian Borrower to a Canadian Subsidiary Guarantor, (iv) Dispositions by
     a Canadian Subsidiary Guarantor to the Canadian Borrower or another
     Canadian Subsidiary Guarantor, (v) Dispositions by a Foreign Subsidiary
     (other than the Canadian Borrower or any of its Subsidiaries) to another
     Foreign Subsidiary (other than the Canadian Borrower or any of its
     Subsidiaries), (vi) Dispositions to the U.S. Borrower or any Subsidiary of
     the U.S. Borrower by a Subsidiary of the U.S. Borrower in the ordinary
     course of its business and (vii) other Dispositions by the U.S. Borrower or
     any Subsidiary of the U.S. Borrower so long as each such Disposition

                                     -114-
<PAGE>
     is consummated for not less than fair market value of the assets to be
     Disposed of and is otherwise in compliance with the terms of Section
     7.2.13.

          SECTION 7.2.12. Modification of Certain Agreements. Holdings and the
Borrowers will not, and will not permit any of their respective Subsidiaries to,
consent to any amendment, supplement, waiver or other modification of, or enter
into any forbearance from exercising any rights with respect to the terms or
provisions (i) of any of the Subordinated Debt, other than any amendment,
supplement, waiver or modification for which no fee is payable to the holders of
such Subordinated Debt and which (x) extends the date or reduces the amount of
any required repayment, prepayment or redemption of the principal of such
Subordinated Debt, (y) reduces the rate or extends the date for payment of the
interest, premium (if any) or fees payable on such Subordinated Debt or (z)
makes the covenants, events of default or remedies in respect of such
Subordinated Debt less restrictive on the obligors thereunder, or (ii) any of
the other Material Transaction Documents other than any amendment, supplement,
waiver or modification which would not impair, or in any manner be adverse to,
the right, interests or obligations of any Secured Party under any Loan Document
or (iii) any Organic Document of Holdings, each Borrower or any of their
respective Subsidiaries, other than any amendment, supplement, waiver or
modification which would not impair, or in any manner be adverse to, the rights,
interests or obligations of any Secured Party under any Loan Document.

          SECTION 7.2.13. Transactions with Affiliates. Holdings and the
Borrowers will not, and will not permit any of their respective Subsidiaries to,
enter into or cause or permit to exist any arrangement, transaction or contract
(including for the purchase, lease or exchange of property or the rendering of
services) with any of its other Affiliates, unless such arrangement, transaction
or contract is on terms customary for similar arrangements, transactions or
contracts entered into by Persons generally and such terms are no less favorable
to Holdings or such Subsidiary than it could obtain in an arm's-length
transaction with a Person that is not an Affiliate, except:

          (a) Restricted Payments may be made to the extent provided in Section
     7.2.6;

          (b) (i) transactions exclusively between or among the U.S. Borrower
     and one or more U.S. Subsidiary Guarantors that are wholly-owned
     Subsidiaries of the U.S. Borrower or exclusively between or among such U.S.
     Subsidiary Guarantors, (ii) transactions exclusively between or among the
     Canadian Borrower and one or more Canadian Subsidiary Guarantors that are
     wholly-owned Subsidiaries of the Canadian Borrower or exclusively between
     or among such Canadian Subsidiary Guarantors and (iii) transactions
     exclusively between or among a Foreign Subsidiary and another Foreign
     Subsidiary (other than any transaction involving a Foreign Subsidiary which
     is a Canadian Subsidiary);

          (c) Holdings and its Subsidiaries may conduct any transaction
     otherwise permitted pursuant to (i) clauses (c), (f), (g), (h), (j), (n),
     (o), (p), (s) and (u) of Section 7.2.2, (ii) clauses (c), (i), (k) and (m)
     of Section 7.2.3, (iii) clauses (a), (e), (f), (g), (l), (m), (o), (q), (t)
     and (u) of Section 7.2.5, (iv) Section 7.2.9, (vi) clause (a) of Section
     7.2.10 and (vi) to the extent otherwise permitted pursuant to clause (c)(i)
     above, clause (h) of Section 7.2.5;

                                     -115-
<PAGE>
          (d) the U.S. Borrower and its Subsidiaries may make payments to (i)
     Harvest Partners and its Affiliates pursuant to the Harvest Management
     Agreement and (ii) Investcorp and its Affiliates pursuant to the Investcorp
     Management Agreement, in each case as in effect on the date of this
     Agreement; provided that the Harvest Fee and Investcorp Fee (as defined in
     the applicable Management Agreement) shall not be payable (other than the
     $3,631,927 deferred portion thereof payable in connection with the
     Transactions) during the continuance of an Event of Default, but instead
     shall be accrued and be payable upon the cure or waiver of any such Event
     of Default;

          (e) customary fees to non-officer directors of Holdings and its
     Subsidiaries;

          (f) employment, employee benefit, consulting and indemnity
     arrangements with officers, directors, employees and consultants of
     Holdings and its Subsidiaries in the ordinary course of business;

          (g) management services fees, licensing fees and other similar fees
     paid to the U.S. Borrower or a U.S. Subsidiary Guarantor by any Subsidiary
     of the U.S. Borrower;

          (h) Holdings and its Subsidiaries may enter into a tax sharing
     agreement or arrangement with, and may make, without duplication of any
     amounts paid pursuant to sub-clause (iv) of Section 7.2.6(f), payments
     pursuant thereto to any direct or indirect parent company of Holdings with
     which Holdings or its Subsidiaries is required or permitted to file a
     consolidated tax return or with which Holdings or any of its Subsidiaries
     is or could be part of a consolidated group for tax purposes in amounts
     otherwise permitted by such sub-clause (iv) of Section 7.2.6(f); and

          (i) without duplication of clause (c) above, Holdings and its
     Subsidiaries may pay management bonuses (including the Special Bonus)
     outside of the ordinary course of business to their respective management
     and employees in connection with the Transactions so long as (x) such
     bonuses are not paid with any cash internally generated by Holdings or any
     of its Subsidiaries and (y) the aggregate amount of such bonuses paid over
     the term of this Agreement does not exceed $22,000,000.

          Except for the transactions permitted above pursuant to this Section
7.2.13 or pursuant to clause (j) of Section 7.2.11, (i) prior to entering into
any transaction or series related transactions with any Affiliate of a Borrower
or any Affiliate of a Borrower's Subsidiaries involving or having a value in
excess of $2,000,000 such Borrower shall deliver to the Agents a certificate of
an Authorized Officer stating that, in the good faith determination of the Board
of Directors of such Borrower (as evidenced by a resolution), the transaction is
on terms in all material respects no less favorable to Holdings, the Borrowers
or any of their respective Subsidiaries, as the case may be, than could be
obtained from an unaffiliated party and (ii) Holdings, the Borrowers or any of
their respective Subsidiaries shall not enter into any transaction with any of
their respective Affiliates involving or having a value of more than $15,000,000
or if there is no member of the Board of Directors of such Borrower who does not
have any direct or indirect financial interest in or with respect to the
transaction being considered, unless Holdings, such Borrower or such Subsidiary,
as the case may be, has received an opinion from an independent fi-

                                     -116-
<PAGE>
nancial advisor to the effect that such transaction (or series of transactions)
is fair to Holdings, such Borrower or such Subsidiary, as the case may be, from
a financial point of view.

          SECTION 7.2.14. Restrictive Agreements, etc. Holdings and the
Borrowers will not, and will not permit any of their respective Subsidiaries to,
enter into any agreement prohibiting

          (a) the creation or assumption of any Lien upon any properties,
     revenues or assets of any Obligor, whether now owned or hereafter acquired,
     for the benefit of any Secured Party;

          (b) the ability of any Obligor to amend or otherwise modify any Loan
     Document; or

          (c) the ability of any Subsidiary to make any payments, directly or
     indirectly, to either Borrower, including by way of dividends, advances,
     repayments of loans, reimbursements of management and other intercompany
     charges, expenses and accruals or other returns on investments, or transfer
     any of its assets or property to either Borrower.

          The foregoing prohibitions shall not apply to restrictions contained
(i) in any Loan Document, (ii) in the case of clauses (a) and (c), in any
agreement governing any Indebtedness permitted by clause (e) of Section 7.2.2 as
to the assets financed with the proceeds of such Indebtedness and (iii) in the
case of clauses (a) and (c), pursuant to (A) applicable law, (B) customary
non-assignment provisions in leases or other contracts, (C) customary provisions
restricting the transfer of property or assets that are subject to a Permitted
Lien or an agreement to transfer such property or assets and (D) in any
agreement governing any Indebtedness permitted by clauses (i), (c), (l), (m),
(u)(ii) and (v) of Section 7.2.2; provided that, (x) with respect to any such
Indebtedness of the type permitted by clause (l) of Section 7.2.2, this clause
(D) shall only apply with respect to agreements in effect as of the time such
Indebtedness is assumed and (y) with respect to any such Indebtedness of the
type permitted by clause (m) of Section 7.2.2, this clause (D) shall only apply
with respect to agreements entered into with one or more Lenders or an Affiliate
thereof and which contain restrictions no more restrictive than those contained
in this Agreement.

          SECTION 7.2.15. Sale and Leaseback. Holdings and the Borrowers will
not, and will not permit any of their respective Subsidiaries to, directly or
indirectly enter into any agreement or arrangement providing for the sale or
transfer by it of any property (now owned or hereafter acquired) to a Person and
the subsequent lease or rental of such property or other similar property from
such Person; provided that the U.S. Borrower and its Subsidiaries may enter into
any agreement or arrangement providing for the sale or transfer by it of any
property (now owned or hereafter acquired) to a Person and the subsequent lease
or rental of such property or other similar property from such Person so long as
at the time of determination the present value (discounted at the interest rate
implicit in the lease) of the obligation of the lessee of the property subject
to such sale and leaseback transaction for rental payments during the remaining
term of the lease included in such transaction, including any period for which
such lease has been extended or may, at the option of the lessor, be extended or
until the earliest date on which the lessee may terminate such lease without
penalty or upon payment of penalty (in which case the rental payments shall
include such penalty), after excluding all amounts required to be paid on

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account of maintenance and repairs, insurance, taxes, assessments, water,
utilities and similar charges, does not exceed at any time $3,750,000.

          SECTION 7.2.16. Take or Pay Contracts. Holdings and the Borrowers will
not, and will not permit any of their respective Subsidiaries to, enter into or
be a party to any arrangement for the purchase of materials, supplies, other
property or services if such arrangement by its express terms requires that
payment be made by Holdings, such Borrower or such Subsidiary regardless of
whether such materials, supplies, other property or services are delivered or
furnished to it except in the ordinary course of business and consistent with
past practices.

          SECTION 7.2.17. Fiscal Year. The U.S. Borrower will not change its
Fiscal Year.

          SECTION 7.2.18. Activities of Holdings. Notwithstanding any provision
to the contrary herein and without limiting the effect of any provision
contained in this Article VII, Holdings will not (a) create, incur, assume or
suffer to exist any Indebtedness (other than (i) Indebtedness in respect of the
guaranty contained in Article IX, Permitted Seller Notes, Qualifying
Subordinated Debt and the repurchase of its Capital Stock to the extent
permitted hereunder, and (ii) as provided in clauses (n), (o), and (p) of
Section 7.2.2), (b) create, assume, or suffer to exist any Lien upon, or grant
any options or other rights with respect to, any of its revenues, property or
other assets, whether now owned or hereafter acquired (other than as provided in
clauses (a) and (j) of Section 7.2.3), (c) wind up, liquidate or dissolve itself
(or suffer to exist any of the foregoing), consolidate or amalgamate with or
merge into or with any other Person, or convey, sell, transfer, lease or
otherwise dispose of all or any part of its assets, in one transaction or a
series of transactions, to any Person or Persons, (d) create, incur, assume or
suffer to exist any Investment in any Person (other than its continuing
ownership of all the shares of Capital Stock of the U.S. Borrower and
Investments otherwise permitted with respect to Holdings under Section 7.2.5),
(e) declare or make a Restricted Payment, or make any deposit for any Restricted
Payment (other than provided in Section 7.2.6), (f) permit to be taken any
action that would result in a Change in Control or (g) engage in any other
business activity except in compliance with its Obligations under the Loan
Documents and except for any business activity that Holdings is expressly
permitted to conduct pursuant to a specific provision hereunder.

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

          SECTION 8.1. Listing of Events of Default. Each of the following
events or occurrences described in this Article shall constitute an "Event of
Default".

          SECTION 8.1.1. Non Payments of Obligations.

          (a) Either Borrower shall default in the payment or prepayment when
due of (i) any principal of any Loan, any Reimbursement Obligation or any
deposit of cash for collateral purposes pursuant to Section 2.6.4, or (ii) any
interest on any Loan, any fee described in Article III or any other monetary
Obligation, and such default shall continue unremedied for a period of three
Business Days after such amount was due; and

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          (b) any Guarantor shall default in the payment when due of any amounts
owed by it under any Guaranty to which it is a party and such default shall
continue unremedied for a period of three Business Days after such amount was
due.

          SECTION 8.1.2. Breach of Warranty. Any representation or warranty of
any Obligor made or deemed to be made in any Loan Document (including any
certificates delivered pursuant to Article V of the Original Credit Agreement or
Article III of the Amendment Agreement) is or shall be incorrect when made or
deemed to have been made in any material respect.

          SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations.
Holdings or either Borrower shall default in the due performance or observance
of any of its obligations under clause (g) of Section 7.1.1, clause (a)(i) of
Section 7.1.2, Section 7.1.7 or Section 7.2 or Superholdco shall default in the
due performance or observation of any of its obligations under Section 4.6 of
the Superholdco Guaranty or Section 4.5 of the Superholdco Pledge Agreement.

          SECTION 8.1.4. Non-Performance of Other Covenants and Obligations.

          (a) Holdings or either Borrower shall default in the due performance
or observance of any of its obligations under Section 7.1.1 (other than clause
(g) thereof), 7.1.8, 7.1.9, 7.1.10 or Section 7.1.11 and such default shall
continue unremedied for a period of 30 days; or

          (b) any Obligor shall default in the due performance and observance of
any agreement contained in any Loan Document executed by it (other than the
agreements described in Section 8.1.1, 8.1.2, 8.1.3 or clause (a) of this
Section 8.1.4), and such default shall continue unremedied for a period of 30
days after notice thereof shall have been given to the U.S. Borrower by any
Agent or the Required Lenders.

          SECTION 8.1.5. Default on Other Indebtedness. A default shall occur in
the payment of any amount when due (subject to any applicable grace period),
whether by acceleration or otherwise, of any principal or stated amount of, or
interest or fees on, any Indebtedness (other than Indebtedness described in
Section 8.1.1) of Superholdco, Holdings, either Borrower or any of their
respective Subsidiaries having a principal or stated amount, individually or in
the aggregate, in excess of $7,500,000, or a default shall occur in the
performance or observance of any obligation or condition with respect to such
Indebtedness if the effect of such default is to accelerate the maturity of any
such Indebtedness or such default shall continue unremedied for any applicable
period of time sufficient to permit the holder or holders of such Indebtedness,
or any trustee or agent for such holders, to cause or declare such Indebtedness
to become due and payable or to require such Indebtedness to be prepaid,
redeemed, purchased or defeased, or require an offer to purchase or defease such
Indebtedness to be made, prior to its expressed maturity.

          SECTION 8.1.6. Judgments. Any judgment or order for the payment of
money, individually or in the aggregate, in excess of $7,500,000 (exclusive of
any amounts fully covered by insurance (less any applicable deductible) to the
extent the provider of such insurance is not denying its liability with respect
thereto) shall be rendered against Holdings, either Borrower or any of their
respective Subsidiaries and such judgment shall not have been paid, vacated

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or discharged or stayed or bonded pending appeal within 30 days after the entry
thereof or enforcement proceedings shall have been commenced by any creditor
upon such judgment or order.

          SECTION 8.1.7. Pension Plans.

          (a) Any of the following events shall occur with respect to any U.S.
Pension Plan or U.S. Multiemployer Plan: (i) the institution of any steps by
Holdings, either Borrower, any member of the Controlled Group or any other
Person to terminate a U.S. Pension Plan if, as a result of such termination,
Holdings, either Borrower or any such member is required to make a contribution
to such U.S. Pension Plan, or could reasonably be expected to incur a liability
or obligation to such U.S. Pension Plan, in an amount in excess of $5,000,000,
(ii) a contribution failure occurs with respect to any U.S. Pension Plan
sufficient to give rise to a Lien under section 302(f) of ERISA in an amount in
excess of $5,000,000 or (iii) the complete or partial withdrawal of any of
Holdings, the U.S. Borrower or any member of the Controlled Group from a U.S.
Multiemployer Plan that results in or would reasonably be likely to result in
withdrawal liability of Holdings or any of its Subsidiaries in an amount in
excess of $5,000,000 or a Material Adverse Effect.

          (b) Any of the following events shall occur with respect to any
Canadian Pension Plan or Canadian Welfare Plan: (i) the institution of any steps
by Holdings, either Borrower, a Subsidiary or any other Person to terminate any
Canadian Pension Plan if, as a result of such termination, Holdings or any of
its Subsidiary is required to make an additional contribution to such Canadian
Pension Plan, or could reasonably be expected to incur a liability or obligation
to such Canadian Pension Plan, in an amount in excess of $5,000,000; (ii) a
contribution failure occurs with respect to any Canadian Pension Plan in an
amount in excess of $5,000,000; (iii) the taking of any action with respect to a
Canadian Pension Plan which could reasonably be likely to result in the
requirement that Holdings or any of its Subsidiaries furnish a bond or other
security to such Canadian Pension Plan or any applicable regulatory authority
that, individually or in the aggregate could reasonably be expected to result in
a Material Adverse Effect, or (iv) the occurrence of any event with respect to
any Canadian Pension Plan that results in or would reasonably be likely to
result in the incurrence by Holdings or any of its Subsidiaries of any
liability, fine or penalty, or any increase in a liability, including without
limitation a contingent liability, of Holdings or any of its Subsidiaries in an
amount in excess of $5,000,000 with respect to any Canadian Pension Plan or
Canadian Welfare Plan benefit.

          SECTION 8.1.8. Change in Control. Any Change in Control shall occur.

          SECTION 8.1.9. Bankruptcy, Insolvency, etc. Superholdco, Holdings,
either Borrower or any Material Subsidiary shall:

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

          (b) apply for, consent to or suffer to exist the appointment of a
     trustee, receiver, sequestrator or other custodian for any substantial part
     of the property of any thereof, or make a general assignment for the
     benefit of creditors;

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<PAGE>
          (c) in the absence of such application, consent, sufferance or
     assignment, permit or suffer to exist the appointment of a trustee,
     receiver, sequestrator or other custodian for a substantial part of the
     property of any thereof, and such trustee, receiver, sequestrator or other
     custodian shall not be discharged within 60 days; provided that
     Superholdco, Holdings and each Borrower (for themselves and their Material
     Subsidiaries) hereby expressly authorize each Secured Party to appear in
     any court conducting any relevant proceeding during such 60-day period to
     preserve, protect and defend their rights under the Loan Documents;

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

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

          SECTION 8.1.10. Impairment of Security, etc. Any material provision of
any Loan Document or any Lien granted thereunder with respect to any material
assets shall (except in accordance with its terms), in whole or in part,
terminate, cease to be effective or cease to be the legally valid, binding and
enforceable obligation of any Obligor party thereto; any Obligor shall contest
in any manner such effectiveness, validity, binding nature or enforceability;
or, except as permitted under any Loan Document, any Lien securing any
Obligation shall, in whole or in part, cease to be a perfected first priority
Lien.

          SECTION 8.1.11. Failure of Subordination. Unless otherwise waived or
consented to by the Required Lenders, the Agents and the Issuers in writing, the
subordination provisions relating to any Subordinated Debt (the "Subordination
Provisions") shall fail to be enforceable by the Lenders, the Agents and the
Issuers in material accordance with the terms thereof or the monetary
Obligations shall fail to constitute "Senior Indebtedness" (or a similar term)
referring to the Obligations; or any Obligor shall disavow or contest in any
manner, or shall support or fail to contest any holder of Subordinated Debt
which disavows or contests in any manner, (i) the effectiveness, validity or
enforceability of any of the material Subordination Provisions, (ii) that the
Subordination Provisions exist for the benefit of the Lenders, the Agents and
the Issuers or (iii) that all payments of principal of or premium and interest
on the Subordinated Debt, or realized from the liquidation of any property of
any Obligor, shall be subject to any of such Subordination Provisions.

          SECTION 8.2. Action if Bankruptcy. If any Event of Default described
in clauses (a) through (d) of Section 8.1.9 shall occur with respect to (a) the
U.S. Borrower, the U.S. Commitments (if not theretofore terminated) shall
automatically terminate and the outstanding principal amount of all outstanding
U.S. Loans and all other Obligations (including Re-

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<PAGE>
imbursement Obligations) related thereto shall automatically be and become
immediately due and payable by the U.S. Borrower, without notice or demand to
any Person, and the U.S. Borrower shall automatically and immediately be
obligated to Cash Collateralize all U.S. Letter of Credit Outstandings and (b)
the Canadian Borrower, the Canadian Commitments (if not theretofore terminated)
shall automatically terminate and the outstanding principal amount of all
outstanding Canadian Loans and all other Obligations (including Reimbursement
Obligations) related thereto shall automatically be and become immediately due
and payable by the Canadian Borrower, without notice or demand to any Person,
and the Canadian Borrower shall automatically and immediately be obligated to
Cash Collateralize (in the relevant Currency) all Canadian Letter of Credit
Outstandings and Canadian BAs in respect of which any Lender has not received
payout in full.

          SECTION 8.3. Action if Any Event of Default. If any Event of Default
shall occur for any reason, whether voluntary or involuntary, and be continuing,
the U.S. Administrative Agent, upon the written direction of the Required
Lenders, shall by notice to the Borrowers declare all or any portion of the
outstanding principal amount of the Loans and other Obligations (including
Reimbursement Obligations), other than Loans and other Obligations which have
become due and payable pursuant to Section 8.2, to be due and payable by the
Borrowers and/or the relevant Commitments (if not theretofore terminated) to be
terminated, whereupon the full unpaid amount of such Loans and other Obligations
which shall be so declared due and payable shall be and become immediately due
and payable, without further notice, demand or presentment, and/or, as the case
may be, the relevant Commitments shall terminate and the Borrowers shall
automatically and immediately be obligated to Cash Collateralize (in the
relevant Currency) all Letter of Credit Outstandings and Canadian BAs in respect
of which any Lender has not received payout in full.

                                   ARTICLE IX
                                HOLDINGS GUARANTY

          SECTION 9.1. Guaranty. Holdings hereby absolutely, unconditionally and
irrevocably

          (a) guarantees the full and punctual payment when due, whether at
     stated maturity, by required prepayment, declaration, acceleration, demand
     or otherwise, of all Obligations of the Borrowers now or hereafter
     existing, whether for principal, interest, fees, expenses or otherwise
     (including all such amounts which would become due but for the operation of
     the automatic stay under Section 362(a) of the United States Bankruptcy
     Code, 11 U.S.C. Section 362(a), and the operation of Sections 502(b) and
     506(b) of the United States Bankruptcy Code, 11 U.S.C. Section 502(b) and
     Section 506(b)), and

          (b) indemnifies and holds harmless each Secured Party and each holder
     of a Note for any and all costs and expenses (including reasonable
     attorneys' fees and expenses) incurred by such Secured Party or such
     holder, as the case may be, in enforcing any rights under the guaranty set
     forth in this Article IX.

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          The guaranty set forth in this Article IX constitutes the primary
obligation of Holdings and not a contract of surety, and a guaranty of payment
when due and not of collection, and Holdings specifically agrees that it shall
not be necessary or required that any Secured Party or any holder of any Note
exercise any right, assert any claim or demand or enforce any remedy whatsoever
against either Borrower or any other Obligor (or any other Person) before or as
a condition to the obligations of Holdings under the guaranty set forth in this
Article IX.

          SECTION 9.2. Acceleration of Holdings Guaranty. Holdings agrees that,
in the event of the occurrence of an Event of Default described under Section
8.1.9 with respect to either Borrower, and if such event shall occur at a time
when any of the Obligations of such Borrower and each other Obligor may not then
be due and payable, Holdings agrees that it will pay to the Administrative
Agents for the account of the Secured Parties forthwith the full amount which
would be payable under the guaranty set forth in this Article IX by Holdings if
all such Obligations were then due and payable.

          SECTION 9.3. Guaranty Absolute, etc. The guaranty set forth in this
Article IX shall in all respects be a continuing, absolute, unconditional and
irrevocable guaranty of payment, and shall remain in full force and effect until
all Obligations of the Borrowers and each other Obligor have been paid in full
in cash, all obligations of Holdings under the guaranty set forth in this
Article IX shall have been paid in full in cash, all Letters of Credit have been
terminated or expired and all Commitments shall have terminated. Holdings
guarantees that the Obligations of the Borrowers will be paid strictly in
accordance with the terms of this Agreement and each other Loan Document under
which they arise, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of any
Secured Party or any holder of any Note with respect thereto. The liability of
Holdings under the guaranty set forth in this Article IX shall be absolute,
unconditional and irrevocable irrespective of:

          (a) any lack of validity, legality or enforceability of this
     Agreement, any Note or any other Loan Document;

          (b) the failure of any Secured Party or any holder of any Note

               (i) to assert any claim or demand or to enforce any right or
          remedy against either Borrower, any other Obligor or any other Person
          (including any other guarantor (including Holdings)) under the
          provisions of this Agreement, any Note, any other Loan Document or
          otherwise, or

               (ii) to exercise any right or remedy against any other guarantor
          (including Holdings) of, or collateral securing, any Obligations of
          either Borrower;

          (c) any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Obligations of either Borrower, or any
     other extension, compromise or renewal of any Obligation of either
     Borrower;

          (d) any reduction, limitation, impairment or termination of any
     Obligations of either Borrower for any reason, including any claim of
     waiver, release, surrender, alteration or compromise, and shall not be
     subject to (and Holdings hereby waives any right to

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     or claim of) any defense or setoff, counterclaim, recoupment or termination
     whatsoever by reason of the invalidity, illegality, nongenuineness,
     irregularity, compromise, unenforceability of, or any other event or
     occurrence affecting, any Obligations of either Borrower or otherwise;

          (e) any amendment to, rescission, waiver, or other modification of, or
     any consent to departure from, any of the terms of this Agreement, any Note
     or any other Loan Document;

          (f) any addition, exchange, release, surrender or non-perfection of
     any collateral, or any amendment to or waiver or release or addition of, or
     consent to departure from, any other guaranty, held by any Secured Party or
     any holder of any Note securing any of the Obligations of either Borrower;
     or

          (g) any other circumstance which might otherwise constitute a defense
     available to, or a legal or equitable discharge of, either Borrower, any
     surety or any guarantor.

          SECTION 9.4. Reinstatement, etc. Holdings agrees that the guaranty set
forth in this Article IX shall continue to be effective or be reinstated, as the
case may be, if at any time any payment (in whole or in part) of any of the
Obligations is rescinded or must otherwise be restored by any Secured Party or
any holder of any Note, upon the insolvency, bankruptcy or reorganization of
either Borrower or otherwise (and whether as a result of any demand, settlement,
litigation or otherwise), all as though such payment had not been made.

          SECTION 9.5. Waiver, etc. Holdings hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations of the Borrowers and the guaranty set forth in this Article IX and
any requirement that any Administrative Agent, any other Secured Party or any
holder of any Note protect, secure, perfect or insure any security interest or
Lien, or any property subject thereto, or exhaust any right or take any action
against either Borrower, any other Obligor or any other Person (including any
other guarantor) or entity or any collateral securing the Obligations of the
Borrowers.

          SECTION 9.6. Postponement of Subrogation, etc. Holdings agrees that it
will not exercise any rights which it may acquire by way of rights of
subrogation under the guaranty set forth in this Article IX, by any payment made
under the guaranty set forth in this Article IX or otherwise, until the prior
payment in full in cash of all Obligations of the Borrowers and each other
Obligor, the termination or expiration of all Letters of Credit and the
termination of all Commitments. Any amount paid to Holdings on account of any
such subrogation rights prior to the payment in full in cash of all Obligations
of the Borrowers and each other Obligor, the termination or expiration of all
Letters of Credit and the termination of all Commitments shall be held in trust
for the benefit of the Secured Parties and each holder of a Note and shall
immediately be paid to the Administrative Agents for the benefit of the Secured
Parties and each holder of a Note and credited and applied against the
Obligations of the Borrowers and each other Obligor, whether matured or
unmatured, in accordance with the terms of this Agreement, but without
affecting, impairing or limiting in any manner the liability of Holdings under
other provisions hereof. In furtherance of the foregoing, for so long as any
Obligations, Letters of Credit or Commitments remain outstanding, Holdings shall
refrain from taking any action or commencing any proceeding against either
Borrower or any other Obligor (or its successors or assigns,

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whether in connection with a bankruptcy proceeding or otherwise) to recover any
amounts in the respect of payments made under the guaranty set forth in this
Article IX to any Secured Party or any holder of a Note.

          SECTION 9.7. Successors, Transferees and Assigns; Transfers of Notes,
etc. The guaranty set forth in this Article IX shall:

          (a) be binding upon Holdings, and its successors, transferees and
     assigns; and

          (b) inure to the benefit of and be enforceable by the Administrative
     Agents and each other Secured Party.

Without limiting the generality of the foregoing clause (b), any Lender may
assign or otherwise transfer (in whole or in part) any Note or Credit Extension
held by it to any other Person or entity, and such other Person or entity shall
thereupon become vested with all rights and benefits in respect thereof granted
to such Lender under any Loan Document (including the guaranty set forth in this
Article IX) or otherwise, subject, however, to any contrary provisions in such
assignment or transfer, and to the provisions of Section 12.11 and Article XI.

                                   ARTICLE X
                             U.S. BORROWER GUARANTY

          SECTION 10.1. Guaranty. The U.S. Borrower hereby absolutely,
unconditionally and irrevocably

          (a) guarantees the full and punctual payment when due, whether at
     stated maturity, by required prepayment, declaration, acceleration, demand
     or otherwise, of all Obligations of the Canadian Borrower now or hereafter
     existing, whether for principal, interest, fees, expenses or otherwise
     (including all such amounts which would become due but for the operation of
     the automatic stay under Section 362(a) of the United States Bankruptcy
     Code, 11 U.S.C. Section 362(a), and the operation of Sections 502(b) and
     506(b) of the United States Bankruptcy Code, 11 U.S.C. Section 502(b) and
     Section 506(b)), and

          (b) indemnifies and holds harmless each Secured Party and each holder
     of a Canadian Note for any and all costs and expenses (including reasonable
     attorneys' fees and expenses) incurred by such Secured Party or such
     holder, as the case may be, in enforcing any rights under the guaranty set
     forth in this Article X.

          The guaranty set forth in this Article X constitutes the primary
obligation of the U.S. Borrower and not a contract of surety and a guaranty of
payment when due and not of collection, and the U.S. Borrower specifically
agrees that it shall not be necessary or required that any Secured Party or any
holder of any Canadian Note exercise any right, assert any claim or demand or
enforce any remedy whatsoever against the Canadian Borrower or any other Obligor
(or any other Person) before or as a condition to the obligations of the U.S.
Borrower under the guaranty set forth in this Article X.

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          SECTION 10.2. Acceleration of U.S. Borrower Guaranty. The U.S.
Borrower agrees that, in the event of the occurrence of an Event of Default
described under Section 8.1.9 with respect to the Canadian Borrower, and if such
event shall occur at a time when any of the Obligations of the Canadian Borrower
and each other Obligor securing or guaranteeing the Obligations of the Canadian
Borrower may not then be due and payable, the U.S. Borrower agrees that it will
pay to the Administrative Agents for the account of the Secured Parties
forthwith the full amount which would be payable under the guaranty set forth in
this Article X by the U.S. Borrower if all such Obligations were then due and
payable.

          SECTION 10.3. Guaranty Absolute, etc. The guaranty set forth in this
Article X shall in all respects be a continuing, absolute, unconditional and
irrevocable guaranty of payment, and shall remain in full force and effect until
all Obligations of the Canadian Borrower and each other Obligor securing or
guaranteeing the Obligations of the Canadian Borrower have been paid in full in
cash, all obligations of the U.S. Borrower under the guaranty set forth in this
Article X shall have been paid in full in cash, all Canadian Letters of Credit
have been terminated or expired and all Canadian Commitments shall have
terminated. The U.S. Borrower guarantees that the Obligations of the Canadian
Borrower will be paid strictly in accordance with the terms of this Agreement
and each other Loan Document under which they arise, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of any Secured Party or any holder of any Canadian
Note. The liability of the U.S. Borrower under the guaranty set forth in this
Article X shall be absolute, unconditional and irrevocable irrespective of:

          (a) any lack of validity, legality or enforceability of this
     Agreement, any Canadian Note or any other Loan Document;

          (b) the failure of any Secured Party or any holder of any Canadian
     Note

               (i) to assert any claim or demand or to enforce any right or
          remedy against the Canadian Borrower, any other Obligor or any other
          Person (including any other guarantor (including the U.S. Borrower))
          under the provisions of this Agreement, any Canadian Note, any other
          Loan Document or otherwise, or

               (ii) to exercise any right or remedy against any other guarantor
          (including the U.S. Borrower) of, or collateral securing, any
          Obligations of the Canadian Borrower;

          (c) any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Obligations of the Canadian Borrower, or
     any other extension, compromise or renewal of any Obligation of the
     Canadian Borrower;

          (d) any reduction, limitation, impairment or termination of any
     Obligations of the Canadian Borrower for any reason, including any claim of
     waiver, release, surrender, alteration or compromise, and shall not be
     subject to (and the U.S. Borrower hereby waives any right to or claim of)
     any defense or setoff, counterclaim, recoupment or termination whatsoever
     by reason of the invalidity, illegality, nongenuineness, irregularity,
     compromise, unenforceability of, or any other event or occurrence
     affecting, any Obligations of the Canadian Borrower or otherwise;

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<PAGE>
          (e) any amendment to, rescission, waiver, or other modification of, or
     any consent to departure from, any of the terms of this Agreement, any
     Canadian Note or any other Loan Document;

          (f) any addition, exchange, release, surrender or non-perfection of
     any collateral, or any amendment to or waiver or release or addition of, or
     consent to departure from, any other guaranty, held by any Secured Party or
     any holder of any Canadian Note securing any of the Obligations of the
     Canadian Borrower; or

          (g) any other circumstance which might otherwise constitute a defense
     available to, or a legal or equitable discharge of, the Canadian Borrower,
     any surety or any guarantor.

          SECTION 10.4. Reinstatement, etc. The U.S. Borrower agrees that the
guaranty set forth in this Article X shall continue to be effective or be
reinstated, as the case may be, if at any time any payment (in whole or in part)
of any of the Obligations of the Canadian Borrower is rescinded or must
otherwise be restored by any Secured Party or any holder of any Canadian Note,
upon the insolvency, bankruptcy or reorganization of the Canadian Borrower or
otherwise (and whether as a result of any demand, settlement, litigation or
otherwise), all as though such payment had not been made.

          SECTION 10.5. Waiver, etc. The U.S. Borrower hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations of the Canadian Borrower and the guaranty set forth in this Article
X and any requirement that the Canadian Administrative Agent, any other Secured
Party or any holder of any Canadian Note protect, secure, perfect or insure any
security interest or Lien, or any property subject thereto, or exhaust any right
or take any action against the Canadian Borrower, any other Obligor or any other
Person (including any other guarantor) or entity or any collateral securing the
Obligations of the Canadian Borrower.

          SECTION 10.6. Postponement of Subrogation, etc. The U.S. Borrower
agrees that it will not exercise any rights which it may acquire by way of
rights of subrogation under the guaranty set forth in this Article X, by any
payment made under the guaranty set forth in this Article X or otherwise, until
the prior payment in full in cash of all Obligations of the Canadian Borrower
and each other Obligor securing or guaranteeing the Obligations of the Canadian
Borrower, the termination or expiration of all Canadian Letters of Credit and
the termination of all Canadian Commitments. Any amount paid to the U.S.
Borrower on account of any such subrogation rights prior to the payment in full
in cash of all Obligations of the Canadian Borrower and each other Obligor
securing or guaranteeing the Obligations of the Canadian Borrower, the
termination or expiration of all Canadian Letters of Credit and the termination
of all Canadian Commitments shall be held in trust for the benefit of the
Secured Parties and each holder of a Canadian Note and shall immediately be paid
to the Canadian Administrative Agent for the benefit of the Secured Parties and
each holder of a Canadian Note and credited and applied against the Obligations
of the Canadian Borrower and each other Obligor securing or guaranteeing the
Obligations of the Canadian Borrower, whether matured or unmatured, in
accordance with the terms of this Agreement, but without affecting is impairing
in any manner the liability of the U.S. Borrower under any other provision
hereof. In furtherance of the foregoing, for so long as any Obligations,
Canadian Letters of Credit or Commitments in respect of the Canadian

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Facility remain outstanding, the U.S. Borrower shall refrain from taking any
action or commencing any proceeding against the Canadian Borrower or any other
Obligor securing or guaranteeing the Obligations of the Canadian Borrower (or
its successors or assigns, whether in connection with a bankruptcy proceeding or
otherwise) to recover any amounts in the respect of payments made under the
guaranty set forth in this Article X to any Secured Party or any holder of a
Note.

          SECTION 10.7. Successors, Transferees and Assigns; Transfers of
Canadian Notes, etc. The guaranty set forth in this Article X shall:

          (a) be binding upon the U.S. Borrower, and its successors, transferees
     and assigns; and

          (b) inure to the benefit of and be enforceable by the Canadian
     Administrative Agent and each other Secured Party.

          Without limiting the generality of the foregoing clause (b), any
Canadian Lender may assign or otherwise transfer (in whole or in part) any
Canadian Note or Credit Extension relating thereto held by it to any other
Person or entity, and such other Person or entity shall thereupon become vested
with all rights and benefits in respect thereof granted to such Canadian Lender
under any Loan Document (including the guaranty set forth in this Article X) or
otherwise, subject, however, to any contrary provisions in such assignment or
transfer, and to the provisions of Section 12.11 and Article XI.

                                   ARTICLE XI
                                   THE AGENTS

          SECTION 11.1. Appointments and Authorizations; Actions.

          (a) Each Lender hereby appoints Citigroup Global Markets Inc., as its
Syndication Agent, each U.S. Lender appoints UBS AG, Stamford Branch, as its
U.S. Administrative Agent, and each Canadian Revolving Loan Lender appoints
Canadian Imperial Bank of Commerce, as its Canadian Administrative Agent under
and for purposes of each Loan Document. Each Lender authorizes the applicable
Administrative Agent and/or the Syndication Agent to act on behalf of such
Lender under each Loan Document and, in the absence of other written
instructions from the Required Lenders received from time to time by the Agents
(with respect to which each such Agent agrees that it will comply, except as
otherwise provided in this Section or as otherwise advised by counsel in order
to avoid contravention of applicable law), to exercise such powers hereunder and
thereunder as are specifically delegated to or required of each such Agent by
the terms hereof and thereof, together with such powers as may be reasonably
incidental thereto. Each Lender hereby indemnifies (which indemnity shall
survive any termination of this Agreement) each Agent (in its capacity as an
Agent), pro rata according to such Lender's proportionate Total Exposure Amount,
from and against any and all liabilities, obligations, losses, damages, claims,
costs or expenses of any kind or nature whatsoever which may at any time be
imposed on, incurred by, or asserted against, each such Agent (in its capacity
as an Agent) in any way relating to or arising out of any Loan Document,
including reasonable attorneys' fees, and as to which each such Agent is not
reimbursed by the Borrowers; provided that no Lender shall

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be liable for the payment of any portion of such liabilities, obligations,
losses, damages, claims, costs or expenses which are determined by a court of
competent jurisdiction in a final proceeding to have resulted from such Agent's
gross negligence, bad faith or willful misconduct. No Agent shall be required to
take any action under any Loan Document, or to prosecute or defend any suit in
respect of any Loan Document, unless it is indemnified hereunder to its
satisfaction. If any indemnity in favor of an Agent shall be or become, in such
Agent's determination, inadequate, such Agent may call for additional
indemnification from the Lenders and cease to do the acts indemnified against
hereunder until such additional indemnity is given. Notwithstanding any
provision to the contrary contained elsewhere in any Loan Document, no Agent
shall have any duties or responsibilities except those expressly set forth
herein, nor shall any such 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 any Loan
Document or otherwise exist against either such Agent.

          (b) Each Issuer shall act on behalf of the Lenders with respect to the
Letters of Credit issued by it and the documents associated therewith until such
time and except for so long as, with respect to any U.S. Issuer, the U.S.
Administrative Agent and, with respect to any Canadian Issuer, the Canadian
Administrative Agent, may agree at the request of the Required Lenders to act
for such Issuer with respect thereto; provided that each Issuer shall have all
of the benefits and immunities (i) provided to the Agents in this Section 11.1
with respect to any acts taken or omissions of such Issuer in connection with
Letters of Credit issued by it or proposed to be issued by it and the
applications and agreements for letters of credit pertaining to the Letters of
Credit as fully as if the term "Agent", as used in this Section 11.1, included
each such Issuer with respect to such acts or omissions, and (ii) as
additionally provided in this Agreement with respect to each such Issuer.

          (c) Each Swing Line Lender shall have all of the benefits and
immunities (i) provided to the Agents in this Section 11.1 with respect to any
acts taken or omissions suffered by such Swing Line Lender in connection with
Swing Line Loans made or proposed to be made by it as fully as if the term
"Agent", as used in this Section 11.1, included such Swing Line Lender with
respect to such acts or omissions and (ii) as additionally provided in this
Agreement with respect to such Swing Line Lender.

          (d) The Lenders authorize the Administrative Agents to hold, for and
on behalf of the Lenders, security in the assets and properties of Holdings and
each of its Subsidiaries securing the Obligations.

          (e) Without prejudice to the foregoing, each Canadian Lender, for
itself and on behalf of each of its Affiliates referred to in part (b) of the
definition of "Secured Parties," hereby irrevocably appoints and authorizes the
Canadian Administrative Agent (and any successor acting as the Canadian
Administrative Agent) to act as the person holding the power of attorney (in
such capacity, the "fonde de pouvoir") of each Canadian Lender and other such
Secured Party as contemplated under Article 2692 of the Civil Code of Quebec,
and to enter into, to take and to hold on their behalf, and for their benefit,
each hypothec granted by the Canadian Borrower or any Canadian Subsidiary
Guarantor under the Civil Code of Quebec (a "Hypothec"), and to exercise such
powers and duties which are conferred upon the fonde de pouvoir under each
Hypothec. Moreover, without prejudice to such appointment and authorization to
act as the person holding the power of attorney as aforesaid, each Canadian
Lender, for itself and on behalf

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<PAGE>
of each of its Affiliates referred to above, hereby irrevocably appoints and
authorizes the Canadian Administrative Agent (and any successor acting as the
Canadian Administrative Agent) (in such capacity, the "Custodian") to act as
agent and custodian for and on behalf of the Canadian Lenders and other such
Secured Parties to hold and to be the sole registered holder of any debenture or
bond which may be issued under any Hypothec, the whole notwithstanding Section
32 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any
other applicable law. In this respect, (i) (as specified in Section 2.8) records
shall be kept indicating the names and addresses of, and the pro rata portion of
the obligations and indebtedness secured by any pledge of any such debenture or
bond and owing to each Canadian Lender, and (ii) each Canadian Lender and other
such Secured Party will be entitled to the benefits of any collateral covered by
any Hypothec and will participate in the proceeds of realization of any such
collateral, the whole in accordance with the terms hereof.

          Each of the fonde de pouvoir and the Custodian shall (a) exercise, in
accordance with the terms hereof, all rights and remedies given to the fonde de
pouvoir and the Custodian (as applicable) with respect to the collateral under
any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec,
applicable laws or otherwise, (b) benefit from and be subject to all provisions
hereof with respect to the Administrative Agents mutatis mutandis including,
without limitation, all such provisions with respect to the liability or
responsibility to and indemnification by the Lenders, and (c) be entitled to
delegate from time to time any of its powers or duties under any Hypothec, any
debenture or bond or pledge thereof relating to any Hypothec, applicable laws or
otherwise and on such terms and conditions as it may determine from time to
time. Any person who becomes a Canadian Lender, for itself and on behalf of its
Affiliates referred to above, shall be deemed to have consented to and
confirmed:

               (A) the fonde de pouvoir as the person holding the power of
          attorney as aforesaid and to have ratified, as of the date it becomes
          a Canadian Lender or a Secured Party, all actions taken by the fonde
          de pouvoir as the person holding the power of attorney as aforesaid
          and to have ratified, as of the date it becomes a Canadian Lender or a
          Secured Party, all actions taken by the fonde de pouvoir in such
          capacity; and

               (ii) the Custodian as the agent and custodian as aforesaid and to
          have ratified, as the date it becomes a Canadian Lender or a Secured
          Party, all actions taken by the Custodian in such capacity.

          SECTION 11.2. Funding, Reliance, etc. Unless the applicable
Administrative Agent shall have been notified in writing by any Lender by 3:00
p.m. on the Business Day prior to a Borrowing that such Lender will not make
available the amount which would constitute its Percentage of such Borrowing on
the date specified therefor, such Administrative Agent may assume that such
Lender has made such amount available to such Administrative Agent and, in
reliance upon such assumption, make available to the applicable Borrower a
corresponding amount. If and to the extent that such Lender shall not have made
such amount available to such Administrative Agent, such Lender and the
applicable Borrower severally agree to repay such Administrative Agent forthwith
on demand such corresponding amount together with interest thereon, for each day
from the date such Administrative Agent made such amount available to such
Borrower to the date such amount is repaid to such Administrative Agent, at the
interest rate applicable at the time to Loans comprising such Borrowing (in the
case of such Borrower)

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<PAGE>
and (in the case of a Lender), at the Federal Funds Rate in the case of U.S.
Loans or, in the case of Canadian Revolving Loans or Canadian Swing Line Loans,
the Interbank Reference Rate, for the first two Business Days after which such
amount has not been repaid, and thereafter at the interest rate applicable to
Loans comprising such Borrowing.

          SECTION 11.3. Exculpation. No Agent nor any of its respective
directors, officers, employees or agents shall be liable to any Lender for any
action taken or omitted to be taken by it under any Loan Document, in connection
herewith or therewith, except for its own willful misconduct, bad faith or gross
negligence, nor responsible for any recitals, statements, representations or
warranties herein or therein or in any certificate, report, statement or other
document referred to or provided for herein or therein, nor for the
effectiveness, enforceability, validity or due execution of any Loan Document,
nor for the creation, perfection or priority of any Liens purported to be
created by any of the Loan Documents, or the validity, genuineness,
enforceability, existence, value or sufficiency of any collateral security, nor
to make any inquiry respecting the observance or performance by any Obligor of
its Obligations. Any such inquiry which may be made by any Agent shall not
obligate it to make any further inquiry or to take any action. Each such Agent
shall be entitled to rely upon advice of counsel concerning legal matters and
upon any notice, consent, certificate, statement or writing which such Agent
believes to be genuine and to have been presented by a proper Person.

          SECTION 11.4. Successor. The Syndication Agent may resign as such upon
10 Business Day's notice to the Borrowers and the Administrative Agents. It is
agreed that to the extent the Syndication Agent has resigned, all provisions of
any Loan Document requiring the consent of the Syndication Agent or the Agents
shall be deemed to require the consent of the Administrative Agents. Any
Administrative Agent may resign as such at any time upon at least 30 days' prior
notice to the Borrowers and all Lenders. If any Administrative Agent at any time
shall resign, the Required Lenders may appoint another Lender as a successor
Administrative Agent which shall thereupon replace the resigning Administrative
Agent hereunder. If no successor Administrative Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent's giving notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent, shall be one of the Lenders
or a commercial banking institution organized under the laws of (in the case of
the U.S Facility) the U.S. (or any State thereof) or a U.S. branch or agency of
a commercial banking institution, and (in the case of the Canadian Facility)
listed on Schedule I, II or III of the Bank Act (Canada) and (in each case)
having a combined capital and surplus of at least $250,000,000 to act as the
U.S. Administrative Agent or the Canadian Administrative Agent, as the case may
be, until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided above; provided that if, such retiring
Administrative Agent is unable to find a Lender or commercial banking
institution which is willing to accept such appointment and which meets the
qualifications set forth above, the retiring Administrative Agent's resignation
shall nevertheless thereupon become effective and the Lenders shall assume and
perform all of the duties of such Administrative Agent hereunder until such
time, if any, as the Required Lenders appoint a successor as provided for above.
The appointment of any successor Administrative Agent shall require the consent
of the Canadian Borrower in the case of the Canadian Administrative Agent and
the U.S. Borrower in the case of the U.S. Administrative Agent, which consent
shall not be unreasonably withheld or delayed and which consent shall not be
required if a Default has occurred and is then continuing.

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<PAGE>
Upon the acceptance of any appointment as an Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall be
entitled to receive from the retiring Administrative Agent such documents of
transfer and assignment as such successor Administrative Agent may reasonably
request, and shall thereupon succeed to and become vested with all rights,
powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations under the Loan Documents. After any retiring Administrative Agent's
resignation hereunder as an Administrative Agent, the provisions of this Article
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was an Administrative Agent under the Loan Documents, and Sections 12.3
and 12.4 shall continue to inure to its benefit.

          SECTION 11.5. Credit Extensions by each Agent. Each of the Agents, and
each Issuer shall have the same rights and powers with respect to (x)(i) in the
case of an Agent, the Credit Extensions made by it or any of its Affiliates and
(ii) in the case of each Issuer, the Loans made by it or any of its Affiliates,
and (y) the Loans held by it or any of its Affiliates as any other Lender and
may exercise the same as if it were not an Agent or an Issuer. Each Agent, each
Issuer and each of their respective Affiliates may accept deposits from, lend
money to, and generally engage in any kind of business with either Borrower or
any Subsidiary or Affiliate of such Borrower as if such Agent or such Issuer
were not an Agent or an Issuer hereunder. The Lenders acknowledge that, pursuant
to such activities, the Agents or their respective Affiliates may receive
information regarding a Borrower or its Affiliates (including information that
may be subject to confidentiality obligations in favor of such Borrower or such
Affiliate) and acknowledge that the Agents and their respective Affiliates shall
be under no obligation to provide such information to them.

          SECTION 11.6. Credit Decisions. Each Lender acknowledges that it has,
independently of each Agent and each other Lender, and based on such Lender's
review of the financial information of the Borrowers and their Subsidiaries, the
Loan Documents (the terms and provisions of which being satisfactory to such
Lender) and such other documents, information and investigations as such Lender
has deemed appropriate, made its own credit decision to extend its Commitments.
Each Lender also acknowledges that it will, independently of each Agent and each
other Lender, and based on such other documents, information and investigations
as it shall deem appropriate at any time, continue to make its own credit
decisions as to exercising or not exercising from time to time any rights and
privileges available to it under the Loan Documents.

          SECTION 11.7. Copies, etc. Each Administrative Agent shall give prompt
notice to each Lender of each notice or request required or permitted to be
given to such Administrative Agents by a Borrower pursuant to the terms of the
Loan Documents (unless concurrently delivered to the Lenders by such Borrower).
The (i) U.S. Administrative Agent will distribute to each U.S. Lender and (ii)
Canadian Administrative Agent will distribute to each Canadian Revolving Loan
Lender each document or instrument received for its account and copies of all
other communications received by such Administrative Agent from a Borrower for
distribution to such Lenders by such Administrative Agent in accordance with the
terms of the Loan Documents.

          SECTION 11.8. Reliance by Agents. Each of the Agents shall be entitled
to rely, and shall be fully protected in relying, upon any certification, notice
or other communica-

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<PAGE>
tion (including any thereof by telephone, telecopy, telegram or cable) believed
by it to be genuine and correct and to have been signed, sent or made by or on
behalf of the proper Person, and upon advice and statements of legal counsel,
independent accountants and other experts selected by such Agent. As to any
matters not expressly provided for by the Loan Documents, each of the Agents
shall in all cases be fully protected in acting, or in refraining from acting,
hereunder or thereunder in accordance with instructions given by the Required
Lenders or all of the Lenders as is required in such circumstance or as such
Agent deems appropriate, and such instructions of such Lenders and any action
taken or failure to act pursuant thereto shall be binding on all Secured
Parties; prior to acting, or refraining from acting, in any such circumstance,
either such Agent may request confirmation from the Lenders of their obligation
to indemnify such Agent against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. For
purposes of applying amounts in accordance with this Section, each Agent shall
be entitled to rely upon any Secured Party that has entered into a Rate
Protection Agreement with any Obligor for a determination (which such Secured
Party agrees to provide or cause to be provided upon request of any
Administrative Agent) of the outstanding Obligations owed to such Secured Party
under any Rate Protection Agreement. Unless it has actual knowledge evidenced by
way of written notice from any such Secured Party and the U.S. Borrower to the
contrary, each of the Agents, in acting in such capacity under the Loan
Documents, shall be entitled to assume that no Rate Protection Agreements or
Obligations in respect thereof are in existence or outstanding between any
Secured Party and any Obligor.

          SECTION 11.9. Notice of Defaults. No Agent shall be deemed to have
knowledge or notice of the occurrence of a Default or an Event of Default except
for Events of Default in the payment of principal, interest and fees required to
be paid to such Agent for the account of the Lenders or unless such Agent has
received a written notice from a Lender or either Borrower specifying such
Default or Event of Default and stating that such notice is a "Notice of
Default". In the event of any such Event of Default in payment or that any Agent
receives such a notice of the occurrence of a Default or Event of Default, such
Agent shall give prompt notice thereof to the Lenders. Each of the Agents shall
(subject to Section 12.1) take such action with respect to such Default or Event
of Default as shall be directed by the Required Lenders (or, if required, all
Lenders) and in accordance with the terms of this Agreement; provided that
unless and until either such Agent shall have received such directions, such
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interest of the Lenders except to the extent that
this Agreement expressly requires that such action be taken, or not be taken,
only with the consent or upon the authorization of the Required Lenders or all
Lenders, as applicable.

                                  ARTICLE XII
                            MISCELLANEOUS PROVISIONS

          SECTION 12.1. Waivers, Amendments, etc. The provisions of each Loan
Document (other than Letters of Credit, the Fee Letter (which documents may be
amended or otherwise modified in accordance with the terms thereof)) may from
time to time be amended, modified or waived, if such amendment, modification or
waiver is in writing and consented to by the Borrowers and the Required Lenders
or as otherwise provided under Section 1.4; provided that no such amendment,
modification or waiver shall:

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<PAGE>
          (a) modify or waive the provisions of Section 4.8 requiring pro rata
     treatment of the Lenders or modify this Section 12.1 without the consent of
     all Lenders (except such amendments as may be required for the purpose (but
     solely for the purpose) of effecting an increase of a Commitment Amount or
     the inclusion of a new commitment pursuant to clause (g) below);

          (b) increase the aggregate amount of any Credit Extensions required to
     be made by a Lender pursuant to a Commitment (it being understood that
     waivers or modifications (x) of conditions precedent, covenants, Defaults
     or Events of Default or (y) of a mandatory reduction in the Commitment
     Amount relating to such Commitment shall not constitute an increase of the
     aggregate amount of Credit Extensions that may be required to be made by
     such Lender pursuant to such Commitment), extend any final Commitment
     Termination Date or reduce any fees described in Article III payable to any
     Lender (it being understood that any amendment or modification to the
     financial definitions in this Agreement or to Section 1.4 shall not
     constitute a reduction in the fees payable under Article III), in each case
     without the consent of such Lender;

          (c) extend the final Stated Maturity Date for any Lender's Loan, or,
     except for the waiver of any applicable post default increase in interest
     rates or fees, reduce the principal amount of, rate of interest or fees on
     any Loan or Reimbursement Obligations (which shall in each case include the
     conversion of all or any part of the Obligations into equity of any Obligor
     (it being understood that any amendment or modification to the financial
     definitions in this Agreement or to Section 1.4 shall not constitute a
     reduction in the rate of interest or fees for the purposes of this clause
     (c) so long as the principal purpose of such amendment or modification was
     not to reduce the rate of interest or fees)), or extend the date on which
     interest or fees are payable in respect of such Loan or Reimbursement
     Obligation, in each case, without the consent of the Lender which has made
     such Loan or, in the case of a Reimbursement Obligation, the respective
     Issuer owed, and those Lenders participating in, such Reimbursement
     Obligation (it being understood and agreed, however, that any vote to
     rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of
     amounts owing with respect to the Loans and other Obligations shall only
     require the vote of the Required Lenders);

          (d) reduce the percentage set forth in the definition of "Required
     Lenders" (it being understood that, with the consent of the Required
     Lenders, additional extensions of credit pursuant to this Agreement may be
     included in the determination of the Required Lenders on substantially the
     same basis as the extensions of Term Loans and Revolving Loan Commitments
     are included on the Amendment Effective Date) or modify any requirement
     hereunder that any particular action be taken by all Lenders without the
     consent of all Lenders;

          (e) except as otherwise expressly provided in a Loan Document, (i)
     permit the assignment by either Borrower of its Obligations under the Loan
     Documents, (ii) release Holdings from its Obligations under the Holdings
     Guaranty, the U.S. Borrower from its obligations under the U.S. Borrower
     Guaranty or any Subsidiary Guarantor from its Obligations under the
     Subsidiary Guaranty (other than in connection with a Disposition of all or
     substantially all of the Capital Stock of such Subsidiary Guarantor in a
     transaction permitted by Section 7.2.11) or (iii) release all or
     substantially all of the collateral under

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<PAGE>
     the Loan Documents, in each case without the consent of all Lenders;
     provided that the Required Lenders may at any time consent to the release
     of any Subsidiary Guarantor that (A) accounted for no more than 15% of
     consolidated revenues of Holdings and its Subsidiaries for the four
     consecutive Fiscal Quarters of Holdings ending on September 30, 2004 or if
     more recent financial information is (or is required to be) available, the
     last day of the most recently completed Fiscal Quarter with respect to
     which, pursuant to Section 7.1.1, financial statements have been, or are
     required to have been, delivered by Holdings to the Administrative Agents
     and (B) has assets which represent no more than 15% of the consolidated
     assets of Holdings and its Subsidiaries as of September 30, 2004, or if
     more recent financial information is (or is required to be) available, the
     last day of the last Fiscal Quarter of the most recently completed Fiscal
     Quarter with respect to which, pursuant to Section 7.1.1, financial
     statements have been, or are required to have been, delivered by Holdings
     to the Administrative Agents;

          (f) amend, modify or waive clause (b) of Section 3.1.1 in a manner
     adverse to the holders of Revolving Loan Commitments unless such amendment,
     modification or waiver shall have been consented to by the holders of at
     least a majority of the Revolving Loan Commitments;

          (g) amend, modify or waive the provisions of clause (a)(i), (c), (d),
     (e), (f), (g), (h) or (i) of Section 3.1.1 or clause (b) of Section 3.1.2,
     unless such amendment, modification or waiver shall have been consented to
     by the holders of at least a majority of the aggregate amount of Loans
     outstanding under the Tranche or Tranches adversely affected by such
     modification (it being agreed that, in the event consented to by the
     Required Lenders, any increase in a Commitment Amount or the inclusion of
     another commitment to extend credit under this Agreement shall not be
     deemed for purposes of this clause (g) to constitute a modification that
     would adversely affect a Tranche);

          (h) change any of the terms of Section 2.3.2 without the consent of
     the Swing Line Lender affected thereby; or

          (i) affect adversely the interests, rights or obligations of any Agent
     (in its capacity as an Agent) or the Issuer, unless consented to by such
     Agent or the Issuer, as the case may be.

          No failure or delay on the part of any Agent, the Issuer or any Lender
in exercising any power or right under any Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power or
right preclude any other or further exercise thereof or the exercise of any
other power or right. No notice to or demand on any Obligor in any case shall
entitle it to any notice or demand in similar or other circumstances. No waiver
or approval by any Agent, the Issuer or any Lender under any Loan Document
shall, except as may be otherwise stated in such waiver or approval, be
applicable to subsequent transactions. No waiver or approval hereunder shall
require any similar or dissimilar waiver or approval thereafter to be granted
hereunder.

          For purposes of this Section 12.1, the Administrative Agents, in
coordination with the Syndication Agent, shall have primary responsibility,
together with the Borrowers, in the negotiation, preparation and documentation
relating to any amendment, modification or waiver un-

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der this Agreement, any other Loan Document or any other agreement or document
related hereto or thereto contemplated pursuant to this Section.

          SECTION 12.2. Notices; Time. All notices and other communications
provided under each Loan Document shall be in writing (including by facsimile)
and addressed, delivered or transmitted, if to any Agent, Superholdco, Holdings
or a Borrower, at its address or facsimile number set forth on Schedule III
hereto, and if to a Lender or an Issuer to the applicable Person at its address
or facsimile number set forth on Schedule III hereto or set forth in the Lender
Assignment Agreement pursuant to which it became a Lender hereunder, or at such
other address or facsimile number as may be designated by any such party in a
notice to the other parties. Any notice, if mailed and properly addressed with
postage prepaid or if properly addressed and sent by pre-paid courier service,
shall be deemed given when received; any notice, if transmitted by facsimile,
shall be deemed given when the confirmation of transmission thereof is received
by the transmitter. Unless otherwise indicated, all references to the time of a
day in a Loan Document shall refer to New York City time.

          SECTION 12.3. Payment of Costs and Expenses. Each Borrower agrees to
pay on demand all reasonable expenses of each Agent (including the reasonable
fees and out-of-pocket expenses of Cahill Gordon & Reindel LLP, counsel to the
Agents, and of local counsel, if any, who may be retained by or on behalf of the
Agents) in connection with:

          (a) the negotiation, preparation, execution and delivery and ongoing
     administration of each Loan Document, including schedules and exhibits, the
     syndication of the Loans and any amendments, waivers, consents, supplements
     or other modifications to any Loan Document as may from time to time
     hereafter be required, whether or not the transactions contemplated hereby
     or thereby are consummated;

          (b) the filing or recording of any Loan Document (including the Filing
     Statements) and all amendments, supplements, amendments and restatements
     and other modifications to any thereof, searches made following the
     Original Closing Date in jurisdictions where Filing Statements (or other
     documents evidencing Liens in favor of the Secured Parties) have been
     recorded and any and all other documents or instruments of further
     assurance required to be filed or recorded by the terms of any Loan
     Document; and

          (c) the preparation and review of the form of any document or
     instrument relevant to any Loan Document.

          Each Borrower further agrees to pay, and to save each Secured Party
harmless from all liability for, any stamp or other taxes which may be payable
in connection with the execution or delivery of each Loan Document, the Credit
Extensions or the issuance of the Loans. Each Borrower also agrees to reimburse
each Secured Party upon demand for all reasonable out-of-pocket expenses
(including reasonable attorneys' fees and legal expenses of counsel to each
Secured Party) incurred by such Secured Party in connection with the enforcement
of any Obligations.

          SECTION 12.4. Indemnification. In consideration of the entering into
of this Agreement by each Secured Party, each Borrower hereby indemnifies,
exonerates and holds each Secured Party and each of their respective officers,
directors, employees, affiliates, agents, trus-

                                     -136-
<PAGE>
tees and investment advisors (collectively, the "Indemnified Parties") free and
harmless from and against any and all actions, causes of action, suits, losses,
costs, liabilities and damages, and expenses incurred in connection therewith
(irrespective of whether any such Indemnified Party is a party to the action for
which indemnification hereunder is sought), including reasonable attorneys' fees
and disbursements, whether incurred in connection with actions between or among
the parties hereto or the parties hereto and third parties (collectively, the
"Indemnified Liabilities"), incurred by the Indemnified Parties or any of them
as a result of, or arising out of, or relating to

          (a) any transaction financed or to be financed in whole or in part,
     directly or indirectly, with the proceeds of any Credit Extension,
     including all Indemnified Liabilities arising in connection with the
     Transactions;

          (b) the entering into and performance of any Loan Document by any of
     the Indemnified Parties (including any action brought by or on behalf of a
     Borrower as the result of any determination by the Required Lenders
     pursuant to Article V not to fund any Credit Extension, provided that any
     such action is resolved pursuant to a final judgment in a court of
     competent jurisdiction in favor of such Indemnified Party);

          (c) any investigation, litigation or proceeding related to any
     acquisition or proposed acquisition by any Obligor or any Subsidiary
     thereof of all or any portion of the Capital Stock or assets of any Person,
     whether or not an Indemnified Party is party thereto;

          (d) any investigation, litigation or proceeding under any
     Environmental Laws arising from the Release or threatened Release by any
     Obligor or any Subsidiary thereof of any Hazardous Material;

          (e) any investigation, claim, litigation, or proceeding related to
     personal injury arising from exposure or alleged exposure to Hazardous
     Materials handled by a any Obligor or any of its Subsidiaries;

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

          (g) each Lender's Environmental Liability (the indemnification herein
     shall survive repayment of the Obligations and any transfer of the property
     of any Obligor or its Subsidiaries by foreclosure or by a deed in lieu of
     foreclosure for any Lender's Environmental Liability, regardless of whether
     caused by, or within the control of, such Obligor or such Subsidiary);

except for Indemnified Liabilities arising for the account of a particular
Indemnified Party by reason of such Indemnified Party's gross negligence or
willful misconduct as determined by a court of competent jurisdiction in a final
proceeding. Each Obligor and its successors and assigns hereby waive, release
and agree not to make any claim or bring any cost recovery action

                                     -137-
<PAGE>
against any Indemnified Party under CERCLA or any state equivalent, or any
similar law now existing or hereafter enacted, with respect to any liabilities
subject to indemnification under this Section 12.4. It is expressly understood
and agreed that to the extent that any Indemnified Party is strictly liable
under any Environmental Laws, each Obligor's obligation to such Indemnified
Party under this indemnity shall likewise be without regard to fault on the part
of any Obligor with respect to the violation or condition which results in
liability of an Indemnified Party. If and to the extent that the foregoing
undertaking may be unenforceable for any reason, each Obligor agrees to make the
maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

          SECTION 12.5. Survival. The obligations of the Borrowers under
Sections 4.3, 4.4, 4.5, 4.6, 12.3 and 12.4 and the obligations of the Lenders
under Section 11.1, shall in each case survive any assignment from one Lender to
another (in the case of Sections 12.3 and 12.4) and the occurrence of the
Termination Date. The representations and warranties made by each Obligor in
each Loan Document shall survive the execution and delivery of such Loan
Document.

          SECTION 12.6. Severability. Any provision of any Loan Document which
is prohibited or unenforceable in any jurisdiction shall, as to such provision
and such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of such Loan
Document or affecting the validity or enforceability of such provision in any
other jurisdiction.

          SECTION 12.7. Headings. The various headings of each Loan Document are
inserted for convenience only and shall not affect the meaning or interpretation
of such Loan Document or any provisions thereof.

          SECTION 12.8. Execution in Counterparts. This Agreement may be
executed by the parties hereto in several counterparts, each of which shall be
an original and all of which shall constitute together but one and the same
agreement.

          SECTION 12.9. Governing Law; Entire Agreement. EACH LOAN DOCUMENT
(OTHER THAN THE LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW AND EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING
FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK AND RULE 327(B) OF THE NEW YORK CIVIL PRACTICE LAW AND
RULES). EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO LAWS OR
RULES ARE DESIGNATED, THE INTERNATIONAL STANDBY PRACTICES (ISP98--INTERNATIONAL
CHAMBER OF COMMERCE PUBLICATION NUMBER 590 (THE "ISP RULES")) AND, AS TO MATTERS
NOT GOVERNED BY THE ISP RULES, THE LAWS OF THE STATE OF NEW YORK. The Loan
Documents constitute the entire understanding among the parties hereto with
respect to the subject matter thereof and supersede any prior agreements,
written or oral, with respect thereto.

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<PAGE>
          SECTION 12.10. 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 permitted hereby, except that none
of Superholdco, Holdings or any Borrower may assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by Superholdco, Holdings or any
Borrower without such consent shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the
Indemnified Parties) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

          SECTION 12.11. Sale and Transfer of Credit Extensions; Participations
in Credit Extensions Notes. Each Lender may assign, or sell participations in,
its Loans, Letters of Credit and Commitments to one or more other Persons in
accordance with the terms set forth below:

          (a) Any Lender may assign ("Assignor Lender") to one or more Eligible
     Assignees ("Assignee Lender") all or a portion of its rights and
     obligations under this Agreement (including all or a portion of its
     Commitments and the Loans at the time owing to it); provided that (i)
     except in the case of an assignment of the entire remaining amount of the
     Assignor Lender's Commitments and the Loans at the time owing to it or in
     the case of an assignment to a Lender or an Affiliate of a Lender or an
     Approved Fund with respect to a Lender, the aggregate amount of the
     Commitments (which for this purpose includes Loans outstanding thereunder)
     or principal outstanding balance of the Loans of the Assignor Lender
     subject to each such assignment (determined as of the date the Lender
     Assignment Agreement with respect to such assignment is delivered to the
     applicable Administrative Agent(s)) shall not be less than $1,000,000 (or,
     in the case of Canadian Loans denominated in Canadian Dollars,
     Cdn$1,000,000), unless each of the applicable Administrative Agent(s) and,
     at any time after the Primary Syndication and so long as no Event of
     Default has occurred and is continuing, the applicable Borrower, otherwise
     consent (each such consent not to be unreasonably withheld or delayed),
     (ii) each partial assignment shall be made as an assignment of a
     proportionate part of all the Assignor Lender's rights and obligations
     under this Agreement with respect to the Loans and/or the Commitments
     assigned, except that this clause (ii) shall not prohibit any Lender from
     assigning all or a portion of its rights and obligations among separate
     Tranches on a non-pro rata basis, other than an assignment of any rights
     and obligations with respect to Term Loans, which may only be assigned on a
     pro rata basis and (iii) the parties to each assignment shall execute and
     deliver to the applicable Administrative Agent(s) a Lender Assignment
     Agreement (including, if the Assignee Lender is not a Lender, the delivery
     of administrative details information to the applicable Administrative
     Agent(s)), together with (except in the case of an assignment by an
     Assignor Lender to its Affiliates or Approved Fund) a processing and
     recordation fee of $3,500 to the U.S. Administrative Agent or Cdn$4,500 to
     the Canadian Administrative Agent, as applicable, to be paid by the
     Assignor Lender or the Assignee Lender. Subject to acceptance and recording
     thereof by the applicable Administrative Agent(s) pursuant to clause (b)
     below and the last sentence of clause (b) of Section 2.7 or 2.8, as
     applicable, from and after the effective date specified in each Lender
     Assignment Agreement, the Assignee Lender

                                     -139-
<PAGE>
     thereunder shall be a party hereto and, to the extent of the interest
     assigned by such Lender Assignment Agreement, have the rights and
     obligations of a Lender under this Agreement, and the Assignor Lender
     thereunder shall, to the extent of the interest assigned by such Lender
     Assignment Agreement, be released from its obligations under this Agreement
     (and, in the case of a Lender Assignment Agreement covering all of the
     Assignor Lender's rights and obligations under this Agreement, such Lender
     shall cease to be a party hereto, but shall continue to be entitled to the
     benefits of any provisions of this Agreement which by their terms survive
     the termination of this Agreement). Any assignment or transfer by a Lender
     of rights or obligations under this Agreement that does not comply with
     this clause shall be treated for purposes of this Agreement as a sale by
     such Lender of a participation in such rights and obligations in accordance
     with clause (c) below. If the consent of a Borrower to an assignment or to
     an Eligible Assignee is required hereunder (including a consent to an
     assignment which does not meet the minimum assignment thresholds specified
     in this Section), such Borrower shall be deemed to have given its consent
     five Business Days after the date written notice thereof has been received
     by such Borrower from the applicable Administrative Agent unless such
     consent is expressly refused by the Borrowers prior to such fifth Business
     Day.

          The U.S. Administrative Agent shall record each assignment made in
     accordance with this Section in the U.S. Register pursuant to clause (b) of
     Section 2.7. The U.S. Register shall be available for inspection by the
     Borrowers at any reasonable time and from time to time upon reasonable
     prior notice. The Canadian Administrative Agent shall record each
     assignment made in accordance with this Section in the Canadian Register
     pursuant to clause (b) of Section 2.8. Each Canadian Register shall be
     available for inspection by the Borrowers at any reasonable time and from
     time to time upon reasonable prior notice. Notwithstanding anything
     contained herein to the contrary, in the case of any assignment by a Lender
     to its Affiliate or Approved Fund, such assignment shall be effective
     immediately between such Lender and its Affiliate or Approved Fund without
     necessity of prior compliance with clause (a)(iii) of this Section 12.11 or
     acceptance or recordation by the applicable Administrative Agent; provided,
     however, that, for all other purposes of this Agreement and each other Loan
     Document, including in respect of all lending or other credit extension
     commitments, payments, sharing arrangements, notice provisions or
     otherwise, such assignment shall not be effective as between (x) the
     applicable Lender making such assignment or its assignee, on the one hand,
     and (y) the applicable Borrower, the applicable Administrative Agent, any
     applicable Issuer or any other Lender, on the other hand, until such
     compliance, acceptance and recording required pursuant to such clause
     (a)(iii) have occurred, including the payment of any applicable fees
     required thereby.

          (b) Any Lender may, without the consent of, or notice to, the
     Borrowers or the Agents, sell participations to one or more banks or other
     entities (a "Participant") in all or a portion of such Lender's rights
     and/or obligations under this Agreement (including all or a portion of its
     Commitments and/or the Loans owing to it); provided that (x) such Lender's
     obligations under this Agreement shall remain unchanged, (y) such Lender
     shall remain solely responsible to the other parties hereto for the
     performance of such obligations and (z) the Borrowers, the Agents and the
     other Lenders shall continue to deal solely and directly with such Lender
     in connection with such Lender's rights and obliga-

                                     -140-
<PAGE>
     tions under this Agreement. Any agreement or instrument pursuant to which a
     Lender sells such a participation shall provide that such Lender shall
     retain the sole right to enforce this Agreement and to approve any
     amendment, modification or waiver of any provision of this Agreement;
     provided that such agreement or instrument may provide that such Lender
     will not, without the consent of the Participant, agree to any amendment,
     modification or waiver with respect to the following: (i) modification of
     Section 12.1 (except as otherwise expressly permitted thereby), (ii) any
     reduction in the interest rate or amount of fees that such Participant is
     otherwise entitled to receive (it being understood that any amendment or
     modification to the financial definitions in this Agreement or to Section
     1.4 shall not constitute a reduction in the interest rate or the fees
     payable to such Participant), (iii) a decrease in the principal amount of,
     or an extension of the final Stated Maturity Date of, any Loan in which
     such Participant has purchased a participating interest, (iv) an extension
     of the date on which interest or fees are payable in respect of any Loan,
     (v) a reduction in the percentage set forth in the definition of "Required
     Lenders" (it being understood that, with the consent of the Required
     Lenders, additional extensions of credit pursuant to this Agreement may be
     included in the determination of the Required Lenders on substantially the
     same basis as the extensions of Term Loans and Revolving Loan Commitments
     are included on the Amendment Effective Date), or (vi) a release of all or
     substantially all of the collateral security under the Loan Documents or
     all or substantially all of the Guarantors from their obligations under the
     Guaranties, in each case except as otherwise specifically provided in the
     proviso to clause (e) of Section 12.1 or in any Loan Document. Subject to
     clause (c) below and the preceding provisions of this paragraph (b), the
     Borrowers agree that each Participant shall be entitled to the benefits of
     Sections 4.3, 4.4, 4.5, 4.6, 7.1.1, 12.3 and 12.4 (subject to the
     requirements of those Sections) to the same extent as if it were a Lender
     and had acquired its interest by assignment pursuant to clause (a). To the
     extent permitted by law and subject to the preceding provisions of this
     paragraph (b), each Participant also shall be entitled to the benefits of
     Section 4.9 as though it were a Lender, provided such Participant agrees to
     be subject to Section 4.8 as though it were a Lender.

          (c) Each Participant shall only be indemnified for increased costs and
     taxes pursuant to Section 4.3, 4.5 or 4.6 if and to the extent that the
     Lender which sold such participating interest to such Participant
     concurrently is entitled to make, and does make, a claim on the applicable
     Borrower for such increased costs. Any Lender that sells a participating
     interest in any Loan, Commitment or other interest to a Participant under
     this Section shall indemnify and hold harmless the applicable Borrower and
     the applicable Administrative Agent(s) from and against any taxes,
     penalties, interest or other costs or losses (including reasonable
     attorneys' fees and expenses) incurred or payable by such Borrower or such
     Administrative Agent(s) as a result of the failure of such Borrower or such
     Administrative Agent(s) to comply with its obligations to deduct or
     withhold any Taxes from any payments made pursuant to this Agreement to
     such Lender or such Administrative Agent(s), as the case may be, to the
     extent such incremental taxes, penalties, etc. result from such Lender's
     failure to timely notify such Borrower of such participation.

          (d) Any Lender may at any time pledge or assign a security interest in
     all or any portion of its rights under this Agreement to secure obligations
     of such Lender, in-

                                     -141-
<PAGE>
     cluding without limitation (i) any pledge or assignment to secure
     obligations to a Federal Reserve Bank and (ii) any pledge or assignment to
     any holders of obligations owed, or securities issued, by such Lender as
     collateral security for such obligations or securities, or to any trustee
     for, or any other representative of, such holders and in connection with
     any securitization of any portfolio loans of such Lender, in each case
     without the prior written consent of any other Person; provided that no
     such pledge or assignment shall release a Lender from any of its
     obligations hereunder or substitute any such pledgee or assignee for such
     Lender as a party hereto.

          (e) Notwithstanding anything to the contrary contained herein, any
     Lender (a "Granting Bank") may grant to a special purpose funding vehicle
     (a "SPC"), identified as such in writing from time to time by the Granting
     Bank to the Administrative Agents and the U.S. Borrower, the option to
     provide to a Borrower all or any part of any Loan that such Granting Bank
     would otherwise be obligated to make to such Borrower pursuant to this
     Agreement; provided that (i) nothing herein shall constitute a commitment
     by any SPC to make any Loan, (ii) if an SPC elects not to exercise such
     option or otherwise fails to provide all or any part of such Loan, the
     Granting Bank shall be obligated to make such Loan pursuant to the terms
     hereof and (iii) such SPC shall be granted no voting rights other than
     those permitted to be granted to a Participant pursuant to clause (c) of
     this Section 12.11. The making of a Loan by a SPC hereunder shall utilize
     the Commitment of the Granting Bank to the same extent, and as if, such
     Loan were made by such Granting Bank. Each party hereto hereby agrees that
     no SPC shall be liable for any indemnity or similar payment obligation
     under this Agreement (all liability for which shall remain with the
     Granting Bank). In furtherance of the foregoing, each party hereto hereby
     agrees (which agreement shall survive the termination of this Agreement)
     that, prior to the date that is one year and one day after the payment in
     full of all outstanding commercial paper or other senior indebtedness of
     any SPC, it will not institute against, or join any other person in
     instituting against, such SPC any bankruptcy, reorganization, arrangement,
     insolvency or liquidation proceedings under the laws of the United States
     or any State thereof. In addition, notwithstanding anything to the contrary
     contained in this Section, any SPC may (i) with notice to, but without the
     prior written consent of, the Borrowers and the Administrative Agents and
     without paying any processing fee therefor, assign all or a portion of its
     interests in any Loans to the Granting Bank or to any financial
     institutions (consented to by the U.S. Borrower and Administrative Agent)
     providing liquidity and/or credit support to or for the account of such SPC
     to support the funding or maintenance of Loans and (ii) disclose on a
     confidential basis any non-public information relating to its Loans to any
     rating agency, commercial paper dealer or provider of any surety, guarantee
     or credit or liquidity enhancement to such SPC.

          SECTION 12.12. Other Transactions. Nothing contained herein shall
preclude any Administrative Agent, any Issuer or any other Lender from engaging
in any transaction, in addition to those contemplated by the Loan Documents,
with either Borrower or any of its Affiliates in which such Borrower or such
Affiliate is not restricted hereby from engaging with any other Person.

          SECTION 12.13. Independence of Covenants. All covenants contained in
this Agreement and each other Loan Document shall be given independent effect
such that, in the

                                     -142-
<PAGE>
event a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or be
otherwise within the limitations of, another covenant shall not, unless
expressly so provided in such first covenant, avoid the occurrence of a Default
or an Event of Default if such action is taken or such condition exists.

          SECTION 12.14. Judgment Currency.

          (a) If, for the purpose of obtaining judgment in any court, it is
necessary to convert a sum due hereunder, under any Note or under any other Loan
Document in another currency into U.S. Dollars or into Canadian Dollars, as the
case may be, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which, in
accordance with normal banking procedures, the applicable Secured Party could
purchase such other currency with U.S. Dollars or with Canadian Dollars, as the
case may be, in New York City, at the close of business on the Business Day
immediately preceding the day on which final judgment is given, together with
any premiums and costs of exchange payable in connection with such purchase.

          (b) The obligation of each of the Borrowers in respect of any sum due
from it to any Agent, any Lender or any other Secured Party hereunder, under any
Note or under any other Loan Document shall, notwithstanding any judgment in a
currency other than U.S. Dollars or Canadian Dollars, as the case may be, be
discharged only to the extent that on the Business Day next succeeding receipt
by such Agent, such Lender or such other Secured Party of any sum adjudged to be
so due in such other currency, such Agent, such Lender or such other Secured
Party may, in accordance with normal banking procedures, purchase U.S. Dollars
or Canadian Dollars, as the case may be, with such other currency. If the U.S.
Dollars or Canadian Dollars so purchased are less than the sum originally due to
such Agent, such Lender or such other Secured Party in U.S. Dollars or in
Canadian Dollars, each of the Borrowers agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify such Agent, such Lender or such
other Secured Party against such loss. If the U.S. Dollars or Canadian Dollars
so purchased exceed the sum originally due to such Agent, such Lender or such
other Secured Party in U.S. Dollars or in Canadian Dollars, such Agent, such
Lender or such other Secured Party shall remit such excess to the applicable
Borrower.

          SECTION 12.15. Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE LENDERS, THE ISSUERS,
SUPERHOLDCO, HOLDINGS OR EITHER BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY
BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK IN THE CITY OF
NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER
PROPERTY MAY BE BROUGHT, AT THE AGENTS' OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF
SUPERHOLDCO, HOLDINGS AND EACH BORROWER HEREBY IRREVOCABLY APPOINTS CT
CORPORATION SYSTEM (THE "PROCESS AGENT"), WITH AN OFFICE ON THE DATE HEREOF AT
111 EIGHTH AVENUE, NEW YORK, NEW YORK 10016, UNITED STATES, AS ITS AGENT TO

                                     -143-
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RECEIVE, ON ITS BEHALF AND ON BEHALF OF ITS PROPERTY, SERVICE OF COPIES OF THE
SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH
ACTION OR PROCEEDING. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY
OF SUCH PROCESS TO SUCH OBLIGOR IN CARE OF THE PROCESS AGENT AT THE PROCESS
AGENT'S ABOVE ADDRESS, AND SUCH OBLIGOR HEREBY IRREVOCABLY AUTHORIZES AND
DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF. AS AN
ALTERNATIVE METHOD OF SERVICE, EACH OF SUPERHOLDCO, HOLDINGS AND EACH BORROWER
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK
AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 11.2. EACH OF SUPERHOLDCO,
HOLDINGS AND EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT SUPERHOLDCO, HOLDINGS OR EITHER BORROWER,
AS THE CASE MAY BE, HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION
OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, EACH OF SUPERHOLDCO, HOLDINGS AND EACH
BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

          SECTION 12.16. Waiver of Jury Trial. EACH AGENT, EACH LENDER, EACH
ISSUER, SUPERHOLDCO, HOLDINGS AND EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS
OF SUCH AGENT, SUCH LENDER, SUCH ISSUER, SUPERHOLDCO AND HOLDINGS OR EITHER
BORROWER IN CONNECTION THEREWITH. EACH OF SUPERHOLDCO AND HOLDINGS AND EACH
BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN
DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR EACH AGENT, EACH LENDER AND EACH ISSUER ENTERING INTO THE LOAN
DOCUMENTS.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
                                        ASSOCIATED MATERIALS INCORPORATED,
                                        as U.S. Borrower

                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                        GENTEK BUILDING PRODUCTS LIMITED,
                                        as Canadian Borrower

                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                        AMH HOLDINGS INC.,
                                        as a Guarantor

                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                        ASSOCIATED MATERIALS HOLDINGS INC.,
                                        as a Guarantor

                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                     -145-
<PAGE>
UBS AG, STAMFORD BRANCH,
as the U.S. Administrative Agent

By:
     -----------------------------------
     Name:
     Title:

By:
     -----------------------------------
     Name:
     Title:


CITIGROUP GLOBAL MARKETS, INC., as the
Syndication Agent

By:
     -----------------------------------
     Name:
     Title:


GENERAL ELECTRIC CAPITAL CORPORATION,
  as the Co-Documentation Agent

By:
     -----------------------------------
     Name:
     Title:


NATIONAL CITY BANK,
  as Co-Documentation Agent


By:
     -----------------------------------
     Name:
     Title:


as a Lender

By:
     -----------------------------------
     Name:
     Title:

                                     -146-