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EXECUTION COPY 

**AMENDED AND RESTATED CREDIT AGREEMENTCdn$250,000,000 Revolving FacilitiesUS$50,000,000 Term Facility**

Dated as of December 18, 2003

Amended and Restated as of February 9, 2005

Among

**Bombardier Recreational Products Inc.,**as Canadian Borrower,

**BRP US Inc.,**as U.S. Revolving Borrower,

**the Guarantors party hereto from time to time,**

**Merrill Lynch & Co.,Merrill Lynch, Pierce, Fenner & Smith Incorporated,**as Global Transaction Coordinator,

**Royal Bank of Canada,**as Canadian Transaction Coordinator,

**Merrill Lynch & Co.,Merrill Lynch, Pierce, Fenner & Smith Incorporated,**and**UBS Securities LLC,**as Joint Book Runners and Lead Arrangers of the New Term Facility,

**BMO Nesbitt Burns Inc.**and**Royal Bank of Canada,**as Joint Book Runners and Lead Arrangers of the Revolving Facilities,

**Bank of Montreal,**as Administrative Agent,

**Merrill Lynch & Co.,Merrill Lynch, Pierce, Fenner & Smith Incorporated,UBS Securities LLC**and**Royal Bank of Canada**,as Co‐Syndication Agents,and**General Electric Capital Corporation,**as Documentation Agent,and**the Lenders party hereto from time to time**

Cahill Gordon & Reindelllp80 Pine StreetNew York, New York  10005

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TABLE OF CONTENTS

This Table of Contents is not part of the Agreement to which it is attachedbut is inserted for convenience of reference only. 
  Page   ARTICLE 1DEFINITIONS AND    ACCOUNTING TERMS   1.1Definitions21.2Computation of Time Periods and Other    Definitional Provisions491.3Accounting Terms49   ARTICLE 2CREDIT FACILITY   2.1Revolving Loan Commitments502.2Term Loan Commitments502.2AIncremental Credit Extensions502.3Availability522.4Method of Borrowing532.5Funding of Loans552.6Bankers' Acceptances552.7Voluntary Reductions of Committed Amount592.8Mandatory Cancellation or Reductions in    Committed Amount592.9Notes and Loan Accounts592.10LIBOR Loans and EUROLIBOR Loans602.11Letters of Credit612.12Swingline Facilities65   ARTICLE 3GENERAL    PROVISIONS APPLICABLE TO LOANS   3.1Interest673.2Conversions and Continuations683.3Minimum Amounts and Maximum Number of    Outstanding Loans693.4Hedging Agreements703.5Place and Manner of Payments703.6Voluntary Prepayments713.7Mandatory Repayments723.8Disposition Events and Casualty Events733.9Fees753.10Maturity of Facilities763.11Computations of Interest763.12Pro Rata Treatment763.13Sharing of Payments773.14Capital Adequacy783.15Illegality79
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  Page3.16Reserve Requirements793.17Taxes803.18Mitigation Obligations; Replacement of    Lenders823.19Indemnity Regarding LIBOR Loans and EUROLIBOR    Loans833.20Compliance with the Interest Act (Canada)83   ARTICLE 4CONDITIONS    PRECEDENT   4.1Conditions to Effectiveness of Original    Credit Agreement844.2Conditions to Initial Extension of Credit    Under Original Credit Agreement844.3AConditions to Effectiveness844.3BConditions to All Extensions of Credit86   ARTICLE 5REPRESENTATIONS    AND WARRANTIES   5.1Financial Condition875.2Organization and Good Standing885.3Due Authorization885.4No Conflicts885.5Consents885.6No Default895.7Ownership895.8Indebtedness895.9Litigation895.10Taxes895.11Compliance with Law905.12Pension Plans and ERISA905.13Subsidiaries915.14Use of Proceeds; Margin Stock915.15Government Regulation925.16Environmental Matters925.17Intellectual Property935.18Investments935.19Insurance935.20Material Contracts945.21Employee Matters945.22Security Interest; Absence of Financing    Statements; Etc945.23Licenses and Permits945.24True and Complete Disclosure955.25Solvency955.26Real Estate955.27Leases975.28Financial Condition; Etc985.29Holdco985.30Relevant Borrower's Accounts985.31Deemed Repetition995.32Contingent Obligations995.33Internal Controls995.34Suppliers99
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  PageARTICLE 6AFFIRMATIVE    COVENANTS   6.1Information Covenants996.2Conduct of Business and Maintenance of    Existence1036.3Books and Records1036.4Compliance with Law1036.5Payment of Taxes and Other Indebtedness1046.6Insurance1056.7Maintenance of Property1066.8Use of Proceeds1066.9Audits/Inspections1066.10Additional Obligors and Material Subsidiaries1076.11Security Interests, Further Assurances1086.12Hedging Requirements1096.13Post - Amendment Effective Date Obligations109   ARTICLE 7NEGATIVE COVENANTS   7.1Indebtedness1097.2Liens and Negative Pledges1107.3Nature of Business1107.4Mergers, Consolidations, Leases and Sales1107.5Sale and Leaseback Transactions1127.6Investments1127.7Dividends1127.8Capital Expenditures1137.9Transactions with Affiliates1147.10Fiscal Year; Organizational Documents1157.11Limitations on Restrictions on Payment of    Dividends1157.12Modifications of Certain Documents, Etc1157.13Limitation on Activities of Holdco and Other    Companies1167.14Payments or Prepayments of Indebtedness or    Modification of Debt Documents1167.15Contingent Obligations1177.16Hedging Agreements1187.17Financial Covenants118   ARTICLE 8EVENTS OF DEFAULT   8.1Events of Default1198.2Allocation of Payments After Event of Default122   ARTICLE 9GUARANTEE   9.1The Guarantee1239.2Obligations Unconditional1239.3Reinstatement1249.4Subrogation, Subordination125
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  Page9.5Remedies1259.6Instrument for the Payment of Money1259.7Continuing Guarantee1259.8General Limitation on Guarantee Obligations125   ARTICLE 10AGENCY PROVISIONS   10.1Appointment12610.2Delegation of Duties; Appointment of Agents12710.3Duties12710.4Exculpatory Provisions12710.5Reliance on Communications12810.6Notice of Default12810.7Non-Reliance on Agent and Other Lenders12810.8Indemnification12910.9Agents in Their Individual Capacity12910.10Successor Agent129   ARTICLE 11MISCELLANEOUS   11.1Notices13011.2Right of Set-off13011.3Benefit of Agreement; Assignments and    Participations13011.4No Waiver; Remedies Cumulative13311.5Payment of Expenses; Indemnification13411.6Amendments; Waivers and Consents13611.7Counterparts13711.8Headings13711.9Defaulting Lender13711.10Survival of Indemnification, Representations    and Warranties and Agent Fee Letter13711.11Judgment Currency13711.12Governing Law; Jurisdiction13811.13Waiver of Jury Trial13811.14Severability13811.15Entirety13811.16Binding Effect13811.17Credit Documents13911.18Confidentiality13911.19Effect of the Amendment and Restatement of    the Original Credit Agreement; Waiver14011.20Patriot Act140    Schedules and    Exhibits   Schedule 1.1Lenders and    CommitmentsSchedule 1.1(a)Intercompany    LoansSchedule 3.7(b)Periodic    RepaymentsSchedule    4.3A(e)(ii)Local CounselSchedule 5.9LitigationSchedule 5.10Taxes
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Schedule 5.13Subsidiaries and    GuarantorsSchedule 5.16Environmental    MattersSchedule 5.17Intellectual    PropertySchedule 5.18Existing    InvestmentsSchedule 5.19Self-InsuranceSchedule 5.20Existing Material    ContractsSchedule 5.21Employee MattersSchedule 5.26(a)Real PropertySchedule 5.26(c)TakingsSchedule 5.26(d)AssessmentsSchedule 5.26(e)Joint AssessmentsSchedule 5.26(g)DefectsSchedule    5.26(h)(i)Possessory    InterestsSchedule    5.26(h)(ii)OptionsSchedule    5.26(h)(iii)Restrictions on    TransferabilitySchedule    5.26(i)(i)Public Utility    LocationsSchedule 5.26(j)Violation of    CovenantsSchedule 5.27(a)LeasesSchedule 5.27(b)Lease ViolationsSchedule 5.27(c)Lease ConsentsSchedule 5.28(b)Material    LiabilitiesSchedule 5.28(c)Material Adverse    EffectSchedule 5.29Capital of HoldcoSchedule 5.30Relevant    Borrower's AccountSchedule 6.13(f)Leased Real    PropertySchedule 7.1Existing    IndebtednessSchedule 7.2Existing LiensSchedule 7.5Sale and    Leaseback TransactionsSchedule 7.9Closing Date    TransactionsSchedule 7.15(c)Contingent    ObligationsSchedule 11.1(a)Notice AddressesSchedule 11.19(b)Changes to Entity    Names  Exhibit AForm of    Assignment AgreementExhibit B-1Form of Canadian    MortgageExhibit B-2Form of U.S.    MortgageExhibit D-1Form of Canadian    Security AgreementExhibit D-2Form of U.S.    Security AgreementExhibit EForm of Joinder    AgreementExhibit FForm of NoteExhibit GForm of Notice of    BorrowingExhibit HForm of Notice of    Continuation/ConversionExhibit IForm of Escrow    AgreementExhibit KForm of Notice of    PrepaymentExhibit L-1Form of Canadian    Perfection CertificateExhibit L-2Form of U.S.    Perfection CertificateExhibit MForm of Solvency    CertificateExhibit NForm of Officer's    CertificateExhibit OForm of    Intercompany NoteExhibit PForm of Mortgage    Amendment
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**AMENDED AND RESTATED CREDIT AGREEMENT**
                        This**AMENDED AND RESTATEDCREDIT AGREEMENT** (this "**Agreement**") is dated as of December 18, 2003among Bombardier Recreational Products Inc., a corporation existing under thelaws of Canada (the "**Canadian Borrower**"), as Canadian Borrower, BRP USInc. (formerly known as Bombardier Motor Corporation of America), a Delawarecorporation (the "**U.S. Revolving Borrower**" and, together with theCanadian Borrower, the "**Borrowers**"), as U.S. Revolving Borrower, theGuarantors (as defined) party hereto from time to time, each of the lenders thatis a signatory hereto identified under the caption "LENDERS" on the signaturepages hereto or that shall become a "Lender" hereunder (individually, a "**Lender**"and, collectively, the "**Lenders**"), **Merrill Lynch & Co.,****MerrillLynch, Pierce, Fenner & Smith Incorporated**("**Merrill Lynch**"), asGlobal Transaction Coordinator, **Royal Bank of Canada**, as CanadianTransaction Coordinator, **Merrill Lynch**and **UBS Securities LLC**, asJoint Book Runners and Lead Arrangers of the New Term Facility, **BMO NesbittBurns Inc**. and **Royal Bank of Canada**, as Joint Book Runners and LeadArrangers of the Revolving Facilities, **Bank of Montreal**, asAdministrative Agent (the "**Administrative Agent**"), and **Merrill Lynch**,**UBS Securities LLC** and **Royal Bank of Canada**, as Co-SyndicationAgents, and is amended and restated as of February 9, 2005. 
**RECITALS 

                        WHEREAS,the Lenders, Merrill Lynch, Royal Bank of Canada, UBS Securities LLC, BMONesbitt Burns Inc., Bank of Montreal, the Canadian Borrower, BRP Holding LP, asthe U.S. Term Borrower (the "**Original U.S. Term Borrower**"), BRP Holdings(USA) Inc. (formerly known as BRP (USA) Inc.), as the U.S. Revolving Borrower(the "**Original Revolving Borrower**"), and certain other affiliates of theCanadian Borrower, as guarantors, originally entered into that certain CreditAgreement dated as of December 18, 2003 (the "**Original Credit Agreement**")prior to and in connection with the consummation of the BRP Acquisition (asdefined) in order to obtain revolving credit facilities for working capital andgeneral corporate purposes and non-revolving term facilities for the purpose offinancing a portion of the BRP Acquisition and paying related fees and expenses;**                        WHEREAS the Lenders made theFacilities (as defined in the Original Credit Agreement) available to theCanadian Borrower, the Original U.S. Revolving Borrower and the Original U.S.Term Borrower (together, the "**Original Borrowers**") on the terms andconditions set forth in the Original Credit Agreement, and the BRP Acquisitionwas consummated on December 18, 2003 as contemplated thereby; 
**                        WHEREAS, inconnection herewith the Canadian Borrower and the Original U.S. Term Borrowerare prepaying the entire outstanding amount of the Canadian Term Facility andthe U.S. Term Facility under the Original Credit Agreement (each as definedtherein); 
**                        WHEREAS, the U.S. RevolvingBorrower is becoming the primary obligor under the U.S. Revolving Facility;**                        WHEREAS,the Lenders, Merrill Lynch, Royal Bank of Canada, UBS Securities LLC, BMONesbitt Burns Inc., Bank of Montreal, the Borrowers and the Guarantors areentering into this Agreement in order to amend and restate the Original CreditAgreement to provide for the extension of a new term loan facility as providedherein and to make such other amendments as are evidenced hereby; and 
**                        WHEREAS, in connectionherewith the Borrowers will also enter into amendments to certain of the CreditDocuments; 
**                        NOW THEREFORE,in consideration of the premises and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretoagree that the Original Credit Agreement is hereby amended and restated in itsentirety as follows: 
**ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS**
1.1 **Definitions.**
                        As used herein, including therecitals and Schedules hereto, the following terms shall have the meanings setout below unless the context otherwise requires: 

                        "**Acceptance Note**"****has the meaning set forth in Section 2.6(j)(ii). 

                        "**Acquired Indebtedness**"means (i) with respect to any Person that becomes a Subsidiary of the CanadianBorrower (or amalgamates with or is merged into the Canadian Borrower or any ofits Subsidiaries) after the Effective Date, Indebtedness of such Person or anyof its Subsidiaries; provided that such Indebtedness was not incurred inconnection with, or in contemplation of, such Person becoming a Subsidiary ofthe Canadian Borrower (or being amalgamated with or merged into the CanadianBorrower or any of its Subsidiaries) and (ii) with respect to the CanadianBorrower or any of its Subsidiaries, any Indebtedness assumed by the CanadianBorrower or any of its Subsidiaries in connection with the acquisition of anyassets from another Person (other than the Canadian Borrower or any of itsSubsidiaries) after the Effective Date; provided that such Indebtednesswas not incurred by such Person in connection with, or in contemplation of, suchacquisition. 

                        "**Acquisition**" means, withrespect to any Person, any transaction or series of related transactions for thedirect or indirect (a) acquisition of all or substantially all of the Propertyof any other Person, or of any business or division of any other Person, (b)acquisition of more than 50% of the Equity Interests of any other Person, orotherwise causing any other Person to become a Subsidiary of such Person, or (c)merger or consolidation or any other combination with any other Person. 

                        "**AcquisitionConsideration**" means the purchase consideration for any Acquisition and allother payments made and liabilities incurred by any Person or any of itsSubsidiaries in exchange for, or as part of, or in connection with, anyAcquisition, whether paid in cash or by exchange of Equity Interests or ofassets or otherwise and whether payable on or prior to the consummation of suchAcquisition or constituting Deferred Acquisition Obligations. 

                        "**Additional Intercompany Notes**"means promissory notes, substantially in the form of 
**Exhibit O. 

                        "**Additional Lender**" has themeaning set forth in Section 2.2A. 

                        "**Additional Subordinated Debt**"means subordinated or senior subordinated Indebtedness of Holdco or the CanadianBorrower incurred after the Closing Date that (i) requires no scheduled paymentof principal prior to the date that is one year after the Term Loan MaturityDate and (ii) contains subordination provisions and other non-pricing terms andconditions no less favorable to the Lenders than the analogous provisions of theSenior Subordinated Notes. 

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                        "**Adjusted NetIncome**" means, for any period, Consolidated Net Income for such period,adjusted by excluding (to the extent taken into account in the calculation ofsuch consolidated net income (loss)) the effect of 

                        (a)          gains or losses for such period from Excluded Dispositions and Dispositions  not in the ordinary course of business, and the tax consequences thereof, 

                        (b)          any nonrecurring, unusual or extraordinary items of income (other than the  proceeds of business interruption insurance) or expense for such period and  the tax consequences thereof, 

                        (c)          the net income of any Subsidiary to the extent that the declaration or payment  of dividends or similar distribution by such Subsidiary was not for the  relevant period permitted by operation of the terms of its Organizational  Documents or any agreement, instrument, judgment, decree, order, statute, rule  or governmental regulation applicable to such Subsidiary or its stockholders,  

                        (d)          unrealized gains and losses due solely to fluctuations in currency values and  the related tax effects according to GAAP, and 

                        (e)          the cumulative effect of a change in accounting principles during such period.  

                        "**Adjusting Participation**"has the meaning set forth in Section 3.13. 

                        "**Administrative Agent**"means Bank of Montreal (or any successor thereto) in such capacity or anysuccessor administrative agent appointed pursuant to Section 10.10. 

                        "**Affiliate**" means, withrespect to any Person, any other Person directly or indirectly controlling,controlled by or under direct or indirect common control with such specifiedPerson. A Person shall be deemed to control a corporation if such Personpossesses, directly or indirectly, the power (i) to vote 10% or more of thesecurities having ordinary voting power for the election of directors of suchcorporation or (ii) to direct or cause the direction of the management andpolicies of such corporation, whether through the ownership of votingsecurities, by contract or otherwise. For purposes of this Agreement, neitherBombardier Inc. nor Bombardier Capital Inc. and their Subsidiaries will bedeemed to be an Affiliate of Holdco or any of its Subsidiaries for so long asBain or Bain and Caisse together own, directly or indirectly, Equity Interestsof Holdco having a greater percentage of the voting power of the outstandingEquity Interests of Holdco than is owned by Beaudier. 

                        "**Affiliate Transaction**" hasthe meaning set forth in Section 7.9. 

                        "**Agent Fee Letter**" meansthat certain letter agreement dated November 11, 2003 among Holdco, MerrillLynch Capital Corporation, Merrill Lynch, UBS Loan Finance LLC, UBS SecuritiesLLC, Bank of Montreal and Royal Bank of Canada. 

                        "**Agents**" means,collectively, the Administrative Agent, the Joint Book Runners, the GlobalTransaction Coordinator, the Canadian Transaction Coordinator, the LeadArrangers, the Co-Syndication Agents and any sub-agent, other agent or trusteeappointed pursuant to Section 10.2, and "**Agent**" means any one of them asthe context may require. 

                        "**Aggregate Committed Amount**"****means, at any time, the sum of the Canadian Revolving Committed Amount, theU.S. Revolving Committed Amount and the New Term Committed Amount.****
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                        "**Agreement**" means thisAmended and Restated Credit Agreement, as the same may be amended, supplementedor restated from time to time in accordance with the provisions hereof. 

                        "**Amendment Effective Date**"has the meaning set forth in Section 4.3A. 

                        "**Amendment Fee Letter**"means the fee letter dated the Amendment Effective Date between the CanadianBorrower and then Lenders named therein. 

                        "**Applicable Canadian PensionLegislation**"****means, at any time, any applicable Canadian federal orprovincial pension legislation, including all regulations made thereunder andall rules, regulations, rulings, guidelines, directives and interpretations madeor issued by any Governmental Authority in Canada having or assertingjurisdiction in respect thereof, each as amended or replaced from time to time.

                        "**Applicable Insolvency Law**"means the U.S. *Bankruptcy Code* in Title 11 of the United States Code, the*Bankruptcy and Insolvency Act* (Canada), the *Companies' CreditorsArrangement Act* (Canada), or any statute or law (including any applicablecorporations legislation) of any applicable jurisdiction, as now or hereafter ineffect, relating to liquidation, bankruptcy, insolvency, moratoria or creditors'rights, including any thereof pursuant to which a Person may seek a stay,moratorium, compromise, arrangement, restructuring, renegotiation, reduction orother similar relief from or in respect of the claims of such Person'screditors, in each case, as amended or replaced from time to time. 

                        "**Applicable Margin**" means:

                        (a)          with respect to any Extension of Credit made on or after the Amendment  Effective Date under the Revolving Facilities, the applicable amount  (expressed in basis points per annum) for such Extension of Credit  corresponding to the Total Leverage Ratio in effect as of the most recent  Calculation Date as shown below: 
 **TOTAL****TOTAL****TOTAL****TOTAL****TOTAL****TOTAL** **LEVERAGE****LEVERAGE****LEVERAGE****LEVERAGE****LEVERAGE****LEVERAGE** **RATIO****RATIO****RATIO****RATIO****RATIO****RATIO** **> 3.0x****3.0x and****2.75x and****2.50x and****2.25x and****2.0x**  **> 2.75x****> 2.50x****> 2.25x****> 2.0x** LIBOR or300275250225200175EUROLIBOR      U.S. Base20017515012510075Rate      U.S. Prime20017515012510075Rate      Canadian20017515012510075Prime Rate      Bankers'300275250225200175Acceptance      Fee      Letter of300275250225200175Credit Fee      
                        (b)          (i) with respect to any Extension of Credit made under the New Term Facility  during any period in which no Pushdown Holdco Debt is outstanding, 175 basis  points per annum; 

                        (c)          with respect to any Extension of Credit made under the New Term Facility  during any period in which Pushdown Holdco Debt is outstanding: 

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                        (i)     if theRatings Condition is satisfied as of the most recent Calculation Date, theapplicable amount (expressed in basis points per annum) for suchExtension of Credit corresponding to the Total Pushdown Debt Leverage Ratio ineffect as of the most recent Calculation Date as shown below: 
 **TOTAL****TOTAL****TOTAL****TOTAL****TOTAL** **PUSHDOWN****PUSHDOWN****PUSHDOWN****PUSHDOWN****PUSHDOWN** **DEBT LEV-****DEBT LEV-****DEBT LEV-****DEBT LEV-****DEBT LEV-** **ERAGE****ERAGE****ERAGE****ERAGE****ERAGE** **RATIO****RATIO****RATIO****RATIO****RATIO** **> 5.0x****5.0x and****4.0x and****3.0x and****2.4x**  **> 4.0x****> 3.0x****> 2.4x** LIBOR275250225200175U.S. Base17515012510075Rate     U.S. Prime17515012510075Rate     
                        (ii)     withrespect to any Extension of Credit made under the New Term Facility, if theRatings Condition is not satisfied as of the most recent Calculation Date, theapplicable amount (expressed in basis points per annum) for suchExtension of Credit corresponding to the Total Leverage Pushdown Debt Ratio ineffect as of the most recent Calculation Date as shown below: 
 **TOTAL****TOTAL****TOTAL****TOTAL****TOTAL** **PUSHDOWN****PUSHDOWN****PUSHDOWN****PUSHDOWN****PUSHDOWN** **DEBT LEV-****DEBT LEV-****DEBT LEV-****DEBT LEV-****DEBT LEV-** **ERAGE****ERAGE****ERAGE****ERAGE****ERAGE** **RATIO****RATIO****RATIO****RATIO****RATIO** **> 5.0x****5.0x and****4.0x and****3.0x and****2.4x**  **> 4.0x****> 3.0x****> 2.4x**     LIBOR275250225225200U.S. Base175150125125100Rate     U.S. Prime175150125125100Rate     
The "**Ratings Condition**" shall be satisfied if the rating of theFacilities by either Moody's or S&P as of any Calculation Date is not lower thanB1 or B+ respectively. The Applicable Margin for any such Extension of Creditshall be determined and adjusted as of each date on which the Officer'sCertificate is provided in accordance with Section 6.1(c) (each such date, a "**DeliveryDate**") based on the Total Leverage Ratio or Total Pushdown Debt LeverageRatio, as the case may be, as of the end of the most recent Quarter (each suchdate, a "**Calculation Date**"); provided that if the Officer'sCertificate required by Section 6.1(c) is not provided on or before the datethen required by Section 6.1(c), the Applicable Margin for all Extensions ofCredit on and after such date shall be the highest Applicable Margin until suchtime as such Officer's Certificate is provided, whereupon the Applicable Marginshall be determined by the Total Leverage Ratio or Total Pushdown Debt LeverageRatio, as the case may be, as of the Calculation Date evidenced by suchOfficer's Certificate. Subject to the preceding sentence, each Applicable Marginfor any Extension of Credit shall be effective from one Delivery Date until thenext Delivery Date. Any adjustment in such Applicable Margin shall be applicableto all relevant Extensions of Credit from and including each new Delivery Dateto but excluding the next Delivery Date without the necessity of any noticebeing provided. 

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                               ''**Assignment Agreement**'' means an agreement substantially inthe form of **Exhibit A** entered into by a Lender and another Person inaccordance with Section 11.3(b) pursuant to which all or a portion of suchLender's rights and obligations, and all or any part of the Commitment of suchLender in respect of any or all of the Facilities, is assigned by such Lender tosuch other Person.

''**Austrian Share Pledge Agreement**'' means the share pledgeagreement dated December 18, 2003 between BRP (Luxembourg) 5 S.à r.l. and theAdministrative Agent.

''**BA Discount Proceeds**'' means, in respect of any Bankers'Acceptance being accepted and purchased or any Acceptance Note issued in favorof and purchased by a Relevant Lender on any Business Day pursuant toSection 2.6, an amount (rounded up to the nearest whole Canadian cent, and withone-half of one Canadian cent being rounded up) calculated on such Business Dayby multiplying:

(a)

the Face Amount of such Bankers' Acceptance or Acceptance Note;by

(b)

the quotient (rounded up or down to the nearest fifth decimalplace with 0.000005 being rounded up) equal to one divided by the sum of oneplus the product of:

(i)

the applicable BA Rate (expressed as a decimal); and

(ii)

a fraction, the numerator of which is the number of days in theInterest Period of such Bankers' Acceptance or Acceptance Note and thedenominator of which is 365.

''**BA Rate**'' means, for any particular Interest Period, inrespect of Bankers' Acceptance Loans,

(i)

by Lenders which are Schedule I Lenders, the arithmetic averageof the discount rates per annum that appear on the display pagedesignated as the CDOR Page (or any replacement page) by Reuters Money MarketService (or its successor) as of 10:00 a.m. (Toronto, Ontario, time) on the dateof determination in respect of such term for value on the first day of suchInterest Period as reported by the Administrative Agent or, in the event suchdisplay page is unavailable or does not display a rate for the appropriateInterest Period, the average of the rates quoted by the Schedule I ReferenceLenders as of 10:00 a.m. (Toronto, Ontario time) for value on the first day ofsuch Interest Period; and

(ii)

by Lenders which are not Schedule I Lenders or which issueAcceptance Notes, the lesser of (x) the arithmetic average of the rates quotedby non-Schedule I Reference Lenders as of 10:00 a.m. (Toronto, Ontario time) inrespect of such Interest Period for value on the first day of such InterestPeriod and (y) the rate determined in accordance with paragraph (i) above plusten basis points.

''**Bain**'' means (i) Bain Capital Investors, LLC and itsAffiliates (provided that, for purposes of this definition, references inthe definition of ''Affiliate'' to 10% shall be deemed to be a majority),including any investment partnership whose general partner or manager iscontrolled by, or under direct or indirect common control with, any of theforegoing Persons, and (ii) any officer, director, employee, partner, member orstockholder of the manager or general partner of the Persons identified inclause (i).

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                               ''**Bank of Canada Overnight Rate**'' means, on any date, therate at which the Canadian Transaction Coordinator may borrow funds on anovernight basis from the Bank of Canada for value on such date.

''**Bankers' Acceptance**'' or ''**BA**''****means a draftin Canadian Dollars drawn by a Relevant Borrower and accepted by a RelevantLender in accordance with Section 2.6 and includes a depository bill madeoriginally payable to and deposited with the Canadian Depository for SecuritiesLimited pursuant to the *Depository Bills and Notes Act* (Canada).

''**Bankers' Acceptance Loan**''****means the advance offunds to the Canadian Borrower by way of the acceptance and purchase by aRelevant Lender as a Bankers' Acceptance of a draft or depository bill or by wayof the issuance by the Canadian Borrower and the purchase by a Relevant Lenderof an Acceptance Note, in each case, in accordance with Section 2.6.

''**Base Amount**'' has the meaning set forth in Section 7.8.

''**basis point**'' or ''**bp**'' means one one-hundredth ofone percent.

''**Beaudier**'' means (i) Beaudier Group and its Affiliates (providedthat, for purposes of this definition, references in the definition of''Affiliate'' to 10% shall be deemed to be a majority), including any investmentpartnership whose general partner or manager is controlled by, or under commoncontrol with, any of the foregoing Persons, and (ii) any officer, director,employee, partner, member or stockholder of the manager or general partner ofthe Persons identified in clause (i).

''**Beaudier Group**'' means, on any date, any individual whois, or the combination of individuals who are, descendants (as determined inaccordance with, and notwithstanding any other provision hereof, the law ofQuébec) of Joseph-Armand Bombardier and the spouses, whether by marriage, civilunion or common law relationship, of such individuals and each trust createdsolely for the benefit of any such individual or individuals, each of whom owns,directly or indirectly, through the Family Holding Companies or one or moreAffiliates (provided that, for purposes of this definition, references inthe definition of ''Affiliate'' to 10% shall be deemed to be a majority), anEquity Interest in Holdco or the Canadian Borrower.  For the avoidance of doubt,a combination may be comprised of one such individual.

''**Borrowers**'' means, collectively, the Canadian Borrowerand the U.S. Revolving Borrower (each, a ''**Borrower**'').

''**BRP Acquisition**'' means the acquisition on December 18,2003 by the Canadian Borrower and its Subsidiaries of substantially all of theassets of the recreational products business of Bombardier Inc.

''**BRP Acquisition Agreement**'' means the Purchase Agreementdated as of December 2, 2003 between Bombardier Inc. and the Canadian Borrower.

''**BRP Segment**'' means Bombardier Recreational Products, areportable segment of Bombardier Inc.

''**Business Day**'' means any day, other than a Saturday or aSunday or a statutory holiday in the relevant jurisdiction or jurisdictions,and, where used in the context of a notice, delivery, payment or othercommunication addressed to the Administrative Agent, which is also a day onwhich banks are not required or authorized to close in New York, Toronto orMontreal; and in the case of LIBOR Loans

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and EUROLIBOR Loans, which is also a day on which banks are not required orauthorized to close in London, England, and which is a day on which dealings arecarried on in the London interbank market.

''**Caisse**'' means (i) Caisse de dépôt et placement du Québecand its Affiliates (provided that, for purposes of this definition,references in the definition of ''Affiliate'' to 10% shall be deemed to be amajority), including any investment partnership whose general partner or manageris controlled by, or under direct or indirect common control with, any of theforegoing Persons, and (ii) any officer, director, employee, partner, member orstockholder of the manager or general partner of the Persons identified inclause (i).

''**Calculation Date**'' has the meaning set forth in thedefinition of ''Applicable Margin.''

''**Canadian Borrower**''****means Bombardier RecreationalProducts Inc. and its successors and permitted assigns.

''**Canadian Dollars**''****and****''**Cdn$**'' meandollars in lawful currency of Canada.

''**Canadian Obligor**'' means an Obligor incorporated under thelaws of Canada or any province thereof.

''**Canadian Payment Branch**'' has the meaning set forth in thedefinition of ''Relevant Payment Branch.''

''**Canadian Pension Event**'' means, with respect to anyCanadian Plan, (a) the termination of such Canadian Plan or the taking of anyother action with respect to such Canadian Plan that, individually or in theaggregate, could reasonably be expected to result in a net liability of theCanadian Borrower or any of its Subsidiaries (after giving effect to theimplementation of any new Canadian Plan or Plans and any cost reductions thatare reasonably and in good faith expected to be realized after such terminationor other action), or (b) the failure to make full payment when due of allamounts which, under the provisions of such Canadian Plan, any agreementrelating thereto or Requirement of Law, the Canadian Borrower or any of itsSubsidiaries is required to pay as contributions thereto.

''**Canadian Perfection Certificate**'' means a certificatesubstantially in the form of **Exhibit L-1**.

''**Canadian Plan**'' means any plan, program, agreement orarrangement that is a pension plan for the purposes of Applicable CanadianPension Legislation or under the *Income Tax Act* (Canada) (whether or notregistered under such law) that is maintained or contributed to, or to whichthere is or may be an obligation to contribute, by the Canadian Borrower or anyof its Subsidiaries in respect of their respective employees in Canada.

''**Canadian Prime Rate**'' means, at any time, the greater of (i) thevariable rate perannum, expressed on the basis of a 365- or366-day year, established or quoted from time to time by the AdministrativeAgent as the reference rate of interest then in effect for determining interestrates on Canadian Dollar-denominated commercial loans made by it in Canada, andreferred to by it as its ''prime rate'', and (ii) the sum of (A) the rate perannum for Canadian Dollar bankers' acceptances having a term of 30 days thatappears on the display page designated as the CDOR Page (or any replacementpage) by Reuters Money Market Service (or its successor) as of 10:00 a.m.(Toronto, Ontario time) on the date of determination as reported by theAdministrative Agent or, in the event such display page is unavailable or doesnot display a rate for the applicable term, the average of the rates for suchterm quoted by the Schedule I 

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Reference Lenders as of 10:00 a.m. (Toronto, Ontario time) for value as at suchtime and (B) 1% per annum.

''**Canadian Prime Rate Loan**''****means a Loan bearinginterest at a rate determined by reference to the Canadian Prime Rate.

''**Canadian Resident**'' means, at any time, a Person who atthat time is (a) not a non-resident of Canada for purposes of the *Income TaxAct* (Canada); (b) an authorized foreign bank deemed to be resident in Canadafor purposes of the *Income Tax Act*(Canada) in respect of all amountspayable pursuant to this Agreement; (c) a Canadian partnership, as that term isdefined in the *Income Tax Act* (Canada) or (d) any other Person who is notliable for withholding tax pursuant to Part XIII of the *Income Tax Act*(Canada) in respect of all amounts payable to such Person pursuant to theCanadian Revolving Facility.

''**Canadian Revolving Commitment**'' means, for each CanadianRevolving Lender, the amount identified as its Canadian Revolving Commitment(including its Canadian Swingline Facility Commitment in respect of suchFacility, if any), on **Schedule 1.1** or on the execution pages of theOriginal Credit Agreement, or both, or in an Assignment Agreement executed anddelivered by such Lender, as such amount shall be reduced as a result of anyassignment made by such Canadian Revolving Lender in accordance with theprovisions of Section 11.3(b) or as a result of any permanent reduction in theamount thereof pursuant to Sections 2.7, 2.8, 3.6, 3.7 and 3.8.

''**Canadian Revolving Committed Amount**'' means, at any time,the aggregate amount of the Canadian Revolving Commitments at such time; provided that the aggregate amount of the Canadian Revolving CommittedAmount shall not exceed Cdn$200.0 million (or the US$ Equivalent Amount or EuroEquivalent Amount thereof) or such lesser amount to which such sum shall thenhave been permanently reduced pursuant to Sections 2.7, 2.8, 3.6, 3.7 and 3.8.

''**Canadian Revolving Facility**'' means, at any time, thatcertain revolving loan facility in the principal amount equal to the CanadianRevolving Committed Amount from time to time established by the CanadianRevolving Lenders in favor of the Canadian Borrower pursuant to Section 2.1(b).

''**Canadian Revolving Lenders**'' means, collectively, eachPerson identified as a ''Canadian Revolving Lender'' on **Schedule 1.1** or onthe execution pages of the Original Credit Agreement, or both (provided that such Person shall have delivered to the Canadian Borrower and theAdministrative Agent such certificates, forms, documents or other evidence asmay be applicable and determined by the Canadian Borrower, acting reasonably, tobe reasonably satisfactory to establish that such Person is a Canadian Residenton the Effective Date (it being acknowledged that a representation by suchPerson that it is a Canadian Resident shall be deemed to be reasonablysatisfactory evidence thereof if such representation is accompanied by anexplanation of the basis for such status)), each acting through its lendingoffice set forth in **Schedule 1.1** or such other lending office assuch Person may specify in accordance with Section 11.1, and any Person whobecomes a Canadian Revolving Lender by way of assignment in accordance withSection 11.3(b), together with such Person's successors and permitted assigns(each, individually, a ''**Canadian Revolving Lender**'').

''**Canadian Revolving Outstanding Amount**'' has the meaningset forth in Section 2.4(e)(i).

''**Canadian Revolving Unused Commitment**'' means, at any time,the amount by which (i) the then Canadian Revolving Committed Amount exceeds(ii) the then Canadian Revolving Outstanding Amount.

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                               ''**Canadian Security Agreement**'' means a general securityagreement substantially in the form of **Exhibit D-1** or such other form ofgeneral security or other instrument charging personal property as LeadArrangers' Counsel may approve.

''**Canadian Security Documents**'' has the meaning set forth inSection 4.2(n)(i) of the Original Credit Agreement, and shall also include thedocuments identified in Section 4.3A(h).

''**Canadian Swingline Facility**'' means, in respect of theCanadian Revolving Facility, a separate short term revolving line of credit notgreater than the Canadian Swingline Maximum Amount (or the Equivalent Amount inU.S. Dollars or Euros) provided to the Canadian Borrower by the CanadianSwingline Facility Lender, which shall form part of such Lender's CanadianRevolving Commitment.

''**Canadian Swingline Facility Commitment**'' means the amountidentified as the Canadian Swingline Facility Commitment of the CanadianSwingline Facility Lender in **Schedule 1.1** or the execution pages of theOriginal Credit Agreement, or both.

''**Canadian Swingline Facility Lender**'' means Bank ofMontreal (or any successor thereto), as maker of revolving Loans under theCanadian Swingline Facility.

''**Canadian Swingline Maximum Amount**'' means, at any time,the amount in Canadian Dollars specified on the execution page of the OriginalCredit Agreement for the Swingline Facility Lender or on **Schedule 1.1** orboth.

''**Canadian Transaction Coordinator**'' means Royal Bank ofCanada (or any successor thereto) or such other agent as the AdministrativeAgent may appoint in its place in such capacity in accordance with the terms ofthis Agreement.

''**Capital Expenditures**'' means, without duplication, for anyperiod, additions to property, plant and equipment and other capitalexpenditures of the Consolidated Companies that are (or should be) set forth ina consolidated statement of cash flows for the Consolidated Companies for suchperiod prepared in accordance with GAAP, but excluding 

(i)

normal replacement and maintenance programs properly charged tocurrent operations, 

(ii)

the purchase price of equipment to the extent that theconsideration therefor consists of used or surplus equipment being traded in atsuch time or the proceeds of a concurrent sale of such used or surplusequipment,

(iii)

any Transition Costs constituting capital expenditures inaccordance with GAAP,

(iv)

any expenditures made to restore, replace or rebuild property tothe condition of such property immediately prior to any Casualty Event to theextent the expenditure is made with Net Available Proceeds in accordance withSection 3.8(b), and

(v)

any expenditures made with the Net Available Proceeds of anyDisposition in accordance with Section 3.8(a) in an amount not to exceedCdn$25.0 million in any fiscal year.

''**Capital Lease**'' means any Lease of any property (whetherreal, personal, immovable, movable or mixed) which, in accordance with GAAP,would be accounted for by the lessee as a capital lease.

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                               ''**Cash Equivalents**'' means, for any Person:

(a)

direct obligations of the United States of America or Canada, orof any agency thereof, or obligations guaranteed as to principal and interest bythe United States of America or Canada, or by any agency thereof, in either casematuring not more than one year from the date of acquisition thereof by suchPerson;

(b)

time deposits, certificates of deposit or bankers' acceptances(including eurodollar deposits) issued by any bank or trust company organizedunder the laws of the United States of America or any state thereof or theDistrict of Columbia or under the laws of Canada or any U.S. or Canadian branchof a foreign bank having capital, surplus and undivided profits of at leastUS$500.0 million or the Canadian Dollar Equivalent Amount and a deposit ratingof not less than investment grade by any rating agency rating such financialinstitution;

(c)

commercial paper rated A-1 or better by S&P or P-1 or better byMoody's, respectively, or R1 or better by Dominion Bond Rating Service Limited,respectively, in each case maturing not more than one year from the date ofacquisition thereof by such Person;

(d)

repurchase obligations with a term of not more than 30 days forunderlying securities of the types described in clause (a) entered into with abank meeting the qualifications described in clause (b);

(e)

securities with maturities of one year or less from the date ofacquisition issued or fully guaranteed by any state, commonwealth or territoryof the United States of America, by any province of Canada or by any politicalsubdivision or taxing authority of the foregoing, and, in each case, rated A orbetter by S&P or A or better by Moody's;

(f)

instruments equivalent to those referred to in clauses (a)through (e) above denominated in euros or any other foreign currency comparablein credit quality and tenor to those referred to above and customarily used bycorporations for cash management purposes in any jurisdiction outside the UnitedStates and Canada to the extent reasonably required in connection with anybusiness conducted by any subsidiary organized in such jurisdiction; and

(g)

money market mutual funds that invest all or substantially alltheir assets in the foregoing items.

''**Casualty Event**'' means, with respect to any Property ofany Person, any loss of title with respect to Real Property or any loss of ordamage to, or any condemnation, expropriation or other taking (including by anyGovernmental Authority) of, such Property for which such Person or any of itsSubsidiaries receives or may be entitled to receive insurance proceeds orproceeds of a condemnation or expropriation award or other compensation; provided, however, no such event shall constitute a Casualty Event if(x) such proceeds or other compensation in respect thereof is less than Cdn$2.5million and (y) all such proceeds and other compensation in respect of all suchevents since the Effective Date is less than Cdn$10.0 million.  ''Casualty Event''shall include but not be limited to any taking of all or any part of any RealProperty of any Company, in or by condemnation or expropriation or other eminentdomain proceedings pursuant to any Requirement of Law, or by reason of thetemporary requisition of the use or occupancy of all or any part of any RealProperty of any Company by any Governmental Authority, civil or military.

''**Casualty Event Offer**'' has the meaning set forth inSection 3.8(b).

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                               ''**Casualty Proceeds**'' means, subject to Sections 3.8(b)(i)and 3.8(b)(ii), the aggregate amount of Net Available Proceeds received by theCanadian Borrower or any of its Subsidiaries from all Casualty Events. Following any Casualty Event Offer, the amount of Casualty Proceeds shall bereset at zero.

''**Catch-up Date**'' has the meaning set forth inSection 3.7(d).

''**Change of Control**'' shall be considered to have occurredif

(i)

at any time prior to a Qualified Public Offering:  the PermittedHolders shall cease to own, directly or indirectly, in the aggregate, issued andoutstanding Equity Interests of Holdco having at least a majority of theordinary voting power of the then outstanding Equity Interests of Holdco; or

(ii)

at any time on or after a Qualified Public Offering:  (a) anyPerson (other than the Permitted Holders), whether singly or in concert with oneor more Persons, shall, directly or indirectly, have acquired or acquire thepower (x) to vote or direct the voting of 30% or more, on a fully diluted basis,of the outstanding ordinary voting power of the outstanding Equity Interests ofHoldco, and the Permitted Holders shall at such time own less than such Personor Persons, on a fully diluted basis, of the outstanding ordinary voting powerof the outstanding Equity Interests of Holdco, or (y) to elect or designate forelection a majority of the board of directors of Holdco by voting power,contract or otherwise or (b) the board of directors of Holdco shall cease toconsist of at least a majority of Continuing Directors.

''**Class**'' means the Lenders under the Canadian RevolvingFacility, the U.S. Revolving Facility, the New Term Facility, the Canadian Swingline Facility or the U.S. Swingline Facility, as the context requires.

''**Closing Date**''****means December 18, 2003.

''**Code**'' means the U.S. Internal Revenue Code of 1986 andthe rules and regulations promulgated thereunder, as amended or replaced fromtime to time.

''**Collateral**'' means all of the Pledged Collateral (asdefined in the Security Agreements), the Mortgaged Property, the Trust Propertyand the Secured Property (each as defined in the applicable Mortgage) and anyother property, whether now owned or hereafter acquired, upon which a Liensecuring the Obligations is granted or purported to be granted under anySecurity Document.

''**Collateral Account**''****has the meaning set forth inthe Canadian Security Agreement.

''**Commission**'' means the United States Securities andExchange Commission.

''**Commitment**'' means, for each Lender, the amount identifiedas its Commitment with respect to each of the Canadian Revolving Facility, theU.S. Revolving Facility, the New Term Facility or any Incremental Term Facility,as the case may be, on **Schedule 1.1** or the execution pages hereof, of theOriginal Credit Agreement or of any Incremental Amendment, or any of them, assuch amount may be modified as a result of any assignment made in accordancewith Section 11.3(b) or permanently reduced in accordance with Sections 2.7,2.8, 3.6, 3.7 and 3.8, and together comprising the Aggregate Committed Amount.

''**Commitment Fees**'' means the fees payable to the Lenderspursuant to Section 3.9(a).

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                               ''**Commitment Percentage**'' means, in respect of any Lenderand any Facility, the percentage determined by dividing that Lender's Commitment(excluding its Canadian Swingline Facility Commitment or U.S. Swingline FacilityCommitment, if any) in respect of that Facility by the aggregate CommittedAmount (excluding the Canadian Swingline Facility Commitment and the U.S.Swingline Facility Commitment, if any) in respect of that Facility.

''**Committed Amount**'' means, in respect of any Facility, theaggregate amounts of the Relevant Lenders' Commitments in respect of suchFacility.

''**Companies**'' means Holdco and its Subsidiaries; and ''**Company**''means any one of them.

''**Consolidated Assets**'' means, at any particular time withrespect to any Person, the aggregate assets of such Person and its Subsidiariesat such time, determined on a consolidated basis in accordance with GAAP.

''**Consolidated Companies**'' means the Canadian Borrower andits Consolidated Subsidiaries.

''**Consolidated EBITDA**'' means, for any period, the sum(without duplication) of the amounts for such period of Adjusted Net Income, plus

(a)

in each case to the extent deducted in calculating such AdjustedNet Income (except for clause (viii) below which is not reflected in AdjustedNet Income), (i) income tax expense, (ii) Consolidated Interest Expense,(iii) depreciation and amortization expense, (iv) nonrecurring costs andexpenses not to exceed Cdn$10.0 million incurred in connection with theTransactions within 365 days thereof, (v) non-cash write-offs and impairmentcharges related to goodwill, intangibles and long-lived assets, (vi) write-offsof the step-up of inventory to fair market value in accordance with purchaseaccounting, (vii) non-cash compensation charges, (viii) the benefit (or, to theextent not already deducted in computing Adjusted Net Income, the loss) of fairmarket value amounts ascribed to foreign currency hedging contracts in purchaseaccounting (or the deferred gain related to foreign currency hedging contractsterminated on or prior to the Effective Date) in the period in which theunderlying contract is scheduled to be closed out, (ix) Transition Costs,(x) fees and expenses payable pursuant to the Investor Agreements, and(xi) other non-cash items of expense, other than to the extent requiring anaccrual or reserve for future cash expenses all as determined on a consolidatedbasis for the Consolidated Companies, minus

(b)

(i) changes in estimates to reserves established in purchaseaccounting prior to the Transactions, and (ii) to the extent included indetermining such Consolidated Net Income, all non-cash items of income for suchperiod, other than changes in revenue estimates in the ordinary course ofbusiness and reduction in reserves that were not added back pursuant to clause (a)(xi)above, all determined on a consolidated basis in accordance with GAAP.  

Solely for purposes of calculating the Total Leverage Ratio andthe Interest Coverage Ratio, Consolidated EBITDA shall be calculated on a ProForma Basis to give effect to the BRP Acquisition and any other Acquisition, anyDisposition of a Subsidiary, or any Disposition or discontinuation of a line ofbusiness consummated during the fiscal period of the Canadian Borrower ended onthe applicable Test Date as if each such Acquisition had been effected on thefirst day of such period and as if each such Disposition or discontinuation hadbeen consummated on the day prior to the first day of such period.  

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Notwithstanding anything to the contrary in this Agreement, forthe Quarters ended July 31, 2003 and October 31, 2003, Consolidated EBITDA shallbe deemed to be Cdn$5.3 million and Cdn$82.4 million, respectively.

''**Consolidated Interest Expense**'' means, for any period,(x) all interest expense of the Consolidated Companies for such period asdetermined on a consolidated basis for the Consolidated Companies in accordancewith GAAP, whether paid in kind, or amortization of discounts and deferredfinancing fees (it being understood that any fees or other charges in the natureof interest or discount accrued in connection with any Permitted ReceivablesFacility shall not be included as interest expense), minus (y) interestincome of the Consolidated Companies for such period.  For purposes of theforegoing, interest expense is determined after giving effect to any netpayments made or received by a Consolidated Company with respect to interestrate Hedging Agreements.  Solely for purposes of calculating clause (y) of theInterest Coverage Ratio for the period of four Quarters ending on April 30,2004, July 31, 2004 and October 31, 2004, Consolidated Interest Expense shall bedeemed to be (a) the Consolidated Interest Expense for the Quarter ending April30, 2004, multiplied by four, (b) the Consolidated Interest Expense for the twoQuarters ending July 31, 2004, multiplied by 2, and (c) the ConsolidatedInterest Expense for the three Quarters ending October 31, 2004, multiplied by4/3, respectively.  Solely for purposes of calculating the Interest CoverageRatio, Consolidated Interest Expense shall be calculated on a Pro Forma Basis togive effect to the BRP Acquisition and any other Acquisition, any Disposition ofa Subsidiary, or any Disposition or discontinuation of a line of businessconsummated during the fiscal period of the Canadian Borrower ended on the TestDate as if each such Acquisition had been effected on the first day of suchperiod and as if each such Disposition or discontinuation had been consummatedon the day prior to the first day of such period.

''**Consolidated Net Income**'' means, for any period, theconsolidated net income (or loss) of the Consolidated Companies for such period,determined in conformity with GAAP, but excluding the income of any Person(other than the Subsidiaries) in which any Company has an ownership interest,until such income has been received by a Company in a cash distribution and inany event not greater than the Canadian Borrower's proportionate interest in thenet income of such Person for the relevant period.

''**Consolidated Revenues**'' means, for any period with respectto any Person, the total revenues of such Person and its Subsidiaries for suchperiod, determined on a consolidated basis in accordance with GAAP, except thatfor the fiscal years ending January 31, 2004 and January 31, 2005, revenuesshall be increased by the fair market value amounts ascribed to foreign currencyhedging contracts in purchase accounting in the period in which the underlyingcontract is closed out.

''**Consolidated Subsidiary**'' means, for any Person, eachSubsidiary of such Person (whether now existing or hereafter created oracquired) the financial statements of which shall be (or should have been)consolidated with the financial statements of such Person in accordance with GAAP.

''**Contingent Obligation**'' means, as to any Person, anyobligations or direct or indirect liability of such Person, whether or notcontingent, with or without recourse,

(a)

to guarantee or indemnify any other Person in respect of anyIndebtedness, lease, dividend, letter of credit or other obligation (the ''**primaryobligations**'') of another Person (the ''**primary obligor**''), includingany obligation of such Person (i) to purchase, repurchase or otherwise acquiresuch primary obligations or any security therefor, (ii) to advance or providefunds or other support for the payment or discharge of any such primaryobligation, or to maintain working capital or equity capital of the primaryobligor or otherwise to maintain the net worth or solvency or any balance sheetitem, level of income or financial condition of the primary obligor, (iii) tolease or purchase property, securities or services primarily for the purpose ofassuring the owner of any such primary obligation of the ability of the primaryobligor to make payment of 

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such primary obligation, or  (iv) otherwise to assure or hold harmless the holder of any such primary  obligation against loss in respect thereof (each of clauses (i) through  (iv), a ''**Guarantee Obligation**'');

(b)

with respect to any Surety Instrument (other than any Letter ofCredit) issued for the account of such Person or as to which such Person isotherwise liable for reimbursement of drawings or payments;

(c)

to purchase any materials, supplies or other property from, or toobtain the services of, another Person if the relevant contract or other relateddocument or obligation requires that payment for such materials, supplies orother property, or for such services, shall be made regardless of whetherdelivery of such materials, supplies or other property is ever made or tendered,or such services are ever performed or tendered; or 

(d)

in respect of any Hedging Agreement;

provided, however, that theterm Contingent Obligation shall not include endorsements of instruments fordeposit or collection or standard contractual indemnities entered into, in eachcase, in the ordinary course of business.  The amount of any ContingentObligation shall (x) in the case of any Guarantee Obligation, be deemed equal tothe stated or determinable amount of the primary obligation in respect of whichsuch Guarantee Obligation is made or, if not stated or if indeterminable, themaximum reasonably anticipated liability in respect thereof, and (y) in the caseof other Contingent Obligations, be equal to the maximum reasonably anticipatedliability in respect thereof; provided, however, that in the caseof any repurchase or similar obligations under any Permitted Floorplan Facilityor Permitted Receivables Facility, the amount of such Contingent Obligationsshall be limited to the maximum stated or determinable amount of suchobligations under such facility, it being understood that if such maximum amountapplies on an annual basis, only the amount calculated for the then current yearshall be included in the calculation of the amount of Contingent Obligations.

''**Continuing Directors**'' means the directors of Holdco onthe Effective Date, after giving effect to the BRP Acquisition and the otherTransactions, and each other director, if, in each case, such other director'snomination for election to the board of directors of Holdco is recommended by atleast a majority of the then Continuing Directors or by a nominations committeethereof or designated or appointed by a Sponsor.

''**Co-Syndication Agents**'' means each of Merrill Lynch, UBSSecurities LLC and Royal Bank of Canada (or any successor thereto) in suchcapacity or any successor co-syndication agent appointed pursuant toSection 10.10.

''**Credit Documents**'' means this Agreement, the Notes, theSecurity Documents, any L/C Documents, the Escrow Agreement, any evidence ofobligations under any Swingline Facility, any Hedging Agreements and, solely forpurposes of Section 8.1(i), the Agent Fee Letter.

''**Credit Exposure**'' means:

(a)

as to any Canadian Revolving Lender, (i) at any time prior to thetermination of the Canadian Revolving Facility, the Canadian RevolvingCommitment of such Canadian Revolving Lender and (ii) at any time after thetermination of the Canadian Revolving Facility, the aggregate principal amountof the Extensions of Credit then outstanding and owed to such Canadian RevolvingLender under the Canadian Revolving Facility, including in each case, whereapplicable, the Canadian Swingline Facility;

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                (b)

as to any U.S. Revolving Lender, (i) at any time prior to thetermination of the U.S. Revolving Facility, the U.S. Revolving Commitment ofsuch U.S. Revolving Lender and (ii) at any time after the termination of theU.S. Revolving Facility, the aggregate principal amount of the Extensions ofCredit then outstanding and owed to such U.S. Revolving Lender under the U.S.Revolving Facility, including in each case, where applicable, the U.S. SwinglineFacility; and

(c)

as to any New Term Lender, (i) at any time prior to thetermination of the New Term Facility, the New Term Commitment of such New TermLender and (ii) at any time after the termination of the New Term Facility, theaggregate principal amount of the Loans then outstanding and owed to such NewTerm Lender under the New Term Facility.

''**Creditors**'' means each Agent and each Lender.

''**Cumulative Adjusted Net Income**'' means, on any date ofdetermination, Adjusted Net Income for the period (taken as one accountingperiod) commencing on February 1, 2005 and ending on the last date of the mostrecently ended Quarter for which financial statements have been delivered inaccordance with Section 6.1, but excluding in any event interest expense accruedon Permitted Holdco Debt for any period in which such Indebtedness was notPushdown Holdco Debt.

''**Cumulative Growth Amount**'' means, on any date ofdetermination, the sum of, without duplication, 

(A) the sum (which shall not be less than zero) of US$25,000,000plus 50% of Cumulative Adjusted Net Income (or, if Cumulative Adjusted NetIncome at the time of determination is a deficit, minus 100% of such deficit),plus 

(B) the amount of Net Available Proceeds actually received by theCanadian Borrower from Equity Issuances by Holdco made after February 1, 2005(to the extent that such amount was not required to be applied to prepay Loanspursuant to Section 3.7(c)) plus 

(C) the amount of Net Available Proceeds actually received by theCanadian Borrower from the issuance after February 1, 2005 of Permitted HoldcoDebt, plus 

(D) an amount equal to any repayments, interest, returns,profits, distributions, income and similar amounts actually received by theCanadian Borrower in cash on or prior to the date of determination in respect ofany Investment described under clause (p) of the definition of ''PermittedInvestments'' made since February 1, 2005 pursuant to Section 7.6, minus

(E) the sum at the date of determination of (1) the aggregateamount of Investments described under clause (p) of the definition of ''PermittedInvestments'' made since February 1, 2005 pursuant to Section 7.6, plus (2) theaggregate amount of Dividend Payments made since February 1, 2005 pursuant toSection 7.7(f), and (3) the aggregate amount of payments, prepayments,redemptions or repurchases made since February 1, 2005 pursuant toSection 7.14(a)(3)(i).

''**Debt Issuance**'' means the incurrence by any Company of anyIndebtedness after the Effective Date.

''**Default**'' means any event, act, condition or circumstancethe occurrence or existence of which, with notice or lapse of time or both,would constitute an Event of Default.

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                               ''**Defaulting Lender**'' means, at any time, any Lender that (i) hasfailed to make an Extension of Credit required pursuant to the terms of thisAgreement, (ii) has failed to pay to the Administrative Agent an amount to beadvanced by such Lender pursuant to the terms of this Agreement or (iii) hasbeen deemed insolvent or has become subject to a bankruptcy or insolvencyproceeding, or in respect of which or whose assets a receiver, liquidator,curator, trustee, administrator or similar official has been appointed.

''**Deferred Acquisition Obligations**'' means, with respect toany Acquisition, all Acquisition Consideration deferred for payment at anyfuture time, whether or not any such future payment is subject to the occurrenceof any contingency, and including any and all payments and liabilitiesrepresenting the purchase price and any assumptions of liabilities, ''earn-outs''and other Profit Payment Agreements, consulting agreements, service agreementsand non-competition agreements and other liabilities of every type anddescription.  The amount of any Deferred Acquisition Obligation shall be deemedto be the reasonably anticipated liability in respect thereof as determined bythe Canadian Borrower in good faith on the date of the applicable Acquisition.

''**Delivery Date**'' has the meaning set forth in thedefinition of ''Applicable Margin.''

''**Disposition**'' means (i) any conveyance, sale, lease,assignment, transfer or other disposition (including by way of merger orconsolidation but excluding any Sale and Leaseback Transaction permitted bySection 7.5) of any Property (including accounts receivable or chattel paper andrelated assets of any Company and Equity Interests of Persons owned by anyCompany) (whether owned on the Effective Date or thereafter acquired) by anyCompany to any Person (other than (A) with respect to any Obligor, to anyObligors and (B) with respect to any other Company, to any Company and(C) dispositions of Cash Equivalents), and (ii) any liquidating dividend orliquidating distribution received by any Company in respect of any Investment inany Person that is not a Subsidiary excluding, however, in each case anyExcluded Disposition (except for purposes of defining the term ''ExcludedDisposition'').

''**Disposition Event**'' means the receipt by any Company ofcash or Cash Equivalent proceeds or cash or Cash Equivalent distributions of anykind in consideration for a Disposition.

''**Disposition Event Offer**'' has the meaning set forth inSection 3.8(a).

''**Disposition Proceeds**'' means, subject to Sections3.8(a)(i) and 3.8(a)(ii), the aggregate amount of Net Available Proceedsreceived by the Canadian Borrower or any of its Subsidiaries from allDisposition Events.  Following any Disposition Event Offer, the amount ofDisposition Proceeds shall be reset at zero.

''**Disqualified Capital Stock**'' means, with respect to anyPerson, any Equity Interest of such Person that, by its terms (or by the termsof any security into which it is convertible or for which it is exchangeable),or upon the happening of any event, matures (excluding any maturity as theresult of an optional redemption by the issuer thereof) or is mandatorilyredeemable (other than solely for Qualified Capital Stock), pursuant to asinking fund obligation or otherwise, or is redeemable at the sole option of theholder thereof (other than solely for Qualified Capital Stock) or exchangeableor convertible into debt securities of the issuer thereof at the sole option ofthe holder thereof, in whole or in part, on or prior to the date which is90 days after the Term Loan Maturity Date.  Notwithstanding the precedingsentence, any Equity Interest that would constitute Disqualified Capital Stocksolely because the holders thereof have the right to require such Person torepurchase or redeem such Equity Interest upon the occurrence of a change ofcontrol or an asset sale shall not constitute Disqualified Capital Stock if theterms of such 

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Equity Interest provide that such Person may only repurchase or redeem suchEquity Interest pursuant to such provisions if such repurchase or redemptioncomplies with Section 7.7.

''**Dividend Payment**'' means dividends (in cash, Property orobligations) on, or other payments or distributions on account of, or thesetting apart of money for a sinking or other analogous fund for, or thepurchase, redemption, retirement or other acquisition of, any Equity Interestsor Equity Rights of any Company, but excluding dividends paid through theissuance of additional shares of Qualified Capital Stock and any redemption orexchange of any Qualified Capital Stock of such Company through the issuance ofQualified Capital Stock of such Company.

''**Effective Date**'' has the meaning set forth in Section 4.1.

''**Eligible Person**'' means (i) a commercial bank organizedunder the laws of the United States, or any state thereof, and having a combinedcapital and surplus of at least US$100.0 million; (ii) a commercial bankorganized under the laws of any other country that is a member of theOrganization for Economic Cooperation and Development (the ''**OECD**''), or apolitical subdivision of any such country, and having a combined capital andsurplus in an Equivalent Amount of at least US$100.0 million; provided,that such bank is acting through a branch or agency located in the country inwhich it is organized or another country that is also a member of the OECD;(iii) an insurance company, mutual fund or other entity that is regularlyengaged in making, purchasing or investing in loans or securities; or any otherfinancial institution organized under the laws of the United States, any statethereof, any other country that is a member of the OECD or a politicalsubdivision of any such country with assets, or assets under management, in anEquivalent Amount of at least US$100.0 million; (iv) any Affiliate of a Lender;(v) any other entity (other than a natural person) that is an ''accreditedinvestor'' (as defined in Regulation D under the U.S. Securities Act or inOntario Securities Commission Rule 45-501 ''Exempt Distributions'', as amended)that extends credit or buys loans as one of its businesses or investingactivities including insurance companies, mutual funds and investment funds; and(vi) any other entity consented to by each of the Global Transaction Coordinatorand the Canadian Borrower.  With respect to any Lender that is a fund orcommingled investment vehicle that invests in loans, any other fund orcommingled investment vehicle that invests in loans and is managed or advised bythe same investment advisor of such Lender or by an Affiliate of such investmentadvisor shall be treated as a single Eligible Person.

''**Environmental Claim**'' means, with respect to any Person,any written notice, claim, demand or other communication (collectively, a ''**claim**'')by any other Person alleging such Person's liability for any costs, cleanupcosts, investigation, remediation, response or corrective action costs, damagesto natural resources or other Property, personal injuries, fines or penaltiesarising out of or resulting from (i) the presence, Release or threatened Releaseinto the environment of any Hazardous Material at any location, whether or notowned by such Person, or (ii) any violation of any Environmental Law.  The term''Environmental Claim'' shall include any claim by any Person seeking damages,contribution, indemnification, cost recovery, compensation or injunctive reliefresulting from the presence of Hazardous Materials or arising from allegedinjury or threat of injury to health, safety or the environment.

''**Environmental Laws**'' means any applicable current orfuture Requirement of Law, including legally enforceable requirement of thecommon law or of any Governmental Authority having jurisdiction to the extentpertaining to (a) the protection of public or occupational health and safety,and the indoor or outdoor environment, (b) the conservation, management or useof natural resources and wildlife, (c) the protection or use of surface waterand groundwater, (d) the management, manufacture, possession, presence, use,generation, transportation, treatment, storage, disposal, Release, threatenedRelease, investigation, abatement, removal, remediation or handling of, orexposure to, any Hazardous Material, (e) pollution (including any release toland surface water and groundwater) or (f) the health 

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or safety of any employees of any Person, together with, in each case, anyanalogous implementing or successor law, and any amendment thereto and any rule,regulation, order or directive issued thereunder.

''**Equity Financing**'' means the purchase for cash of thecommon equity of Holdco in an aggregate amount of not less than Cdn$304.5million by the Investors.

''**Equity Interests**'' means, with respect to any Person, anyand all shares, interests, participations or other equivalents, includingmembership interests (however designated, whether voting or non-voting), ofcapital of such Person, including, if such Person is a partnership, partnershipinterests (whether general or limited) and any other interest or participationthat confers on a Person the right to receive a share of the profits and lossesof, or distributions of assets of, such partnership, whether outstanding on theEffective Date or thereafter.

''**Equity Issuance**'' means any of (a) any issuance or saleafter the Effective Date by any Company of any Equity Interests (including anyEquity Interests issued upon exercise of any Equity Rights) or any Equity Rights(other than any issuance by a Company that is not an Obligor to any otherCompany, and any issuance by any Obligor to any other Obligor), whether pursuantto a public offering or private placement to any Person, or (b) the receipt byany Company after the Effective Date of any capital contribution (whether or notevidenced by any Equity Interest issued by the recipient of such contribution),in each case other than any Excluded Equity Issuance.  The issuance or sale ofany debt security convertible into or exchangeable or exercisable for any EquityInterests shall be deemed a Debt Issuance and not an Equity Issuance forpurposes of Section 3.7(c).

''**Equity Rights**''****means, with respect to any Person,any outstanding subscriptions, options, warrants, commitments, pre-emptiverights or agreements of any kind (including any stockholders' or voting trustagreements) for the issuance, sale, registration or voting of, or outstandingsecurities convertible into, any additional shares of Equity Interests of anyclass, or partnership or other ownership interests of any type in, such Person.

''**Equivalent Amount**'' means, on any****date in onecurrency (the ''**first currency**'')****of any****amount denominatedin another currency (the ''**second currency**''), the amount of the firstcurrency which could be purchased with such amount of the second currency at theBank of Canada noon spot rate on such date.

''**ERISA**'' means the U.S. *Employee Retirement IncomeSecurity Act of 1974*, as amended, and any successor statute thereto, asinterpreted by the rules and regulations thereunder, all as the same may be ineffect from time to time.  References to sections of ERISA shall be construedalso to refer to any successor sections.

''**ERISA Affiliate**'' means an entity, whether or notincorporated, which is under common control with Holdco or any MaterialSubsidiary within the meaning of Section 4001(a)(14) of ERISA, or is a member ofa group which includes Holdco or any Material Subsidiary and which is treated asa single employer under Section 414(b), (c), (m) or (o) of the Code.

''**ERISA Entity**'' means Holdco, any Material Subsidiary andany ERISA Affiliate.

''**ERISA Event**'' means (a) with respect to a Pension Plan,the occurrence of a Reportable Event or the substantial cessation of operations(within the meaning of Section 4062(e) of ERISA); (b) the existence with respectto any Pension Plan of an ''accumulated funding deficiency'' (as defined inSection 412 of the Code or Section 302 of ERISA), whether or not waived, thefailure to make by its due date a required installment under Section 412(m) ofthe Code with respect to any Pension Plan or the failure to 

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make any required contribution to a Multiemployer Plan; (c) the filing pursuantto Section 412(d) of the Code or Section 303(d) of ERISA of an application for awaiver of the minimum funding standard with respect to any Pension Plan; (d) theincurrence by any ERISA Entity of any liability under Title IV of ERISA withrespect to the termination of any Pension Plan; (e) the receipt by any ERISAEntity from the PBGC or a plan administrator of any notice relating to anintention to terminate any Pension Plan or to appoint a trustee to administerany Pension Plan, or the occurrence of any event or condition which couldreasonably be expected to constitute grounds under ERISA for the termination ofor the appointment of a trustee to administer any Pension Plan; (f) theincurrence by any ERISA Entity of any liability with respect to the withdrawalor partial withdrawal from any Pension Plan or Multiemployer Plan; (g) thereceipt by any ERISA Entity of any notice, or the receipt by any MultiemployerPlan from any ERISA Entity of any notice, concerning the imposition ofWithdrawal Liability or a determination that a Multiemployer Plan is, or couldreasonably be expected to be, insolvent or in reorganization, within the meaningof Title IV of ERISA; (h) the making of any amendment to any Pension Plan whichcould result in the imposition of a lien or the posting of a bond or othersecurity; or (i) the occurrence of a nonexempt prohibited transaction (withinthe meaning of Section 4975 of the Code or Section 406 of ERISA) which couldresult in liability to any Obligor or any of its Subsidiaries.

''**Escrow Agent**'' means Bank of Montreal in such capacityunder the Escrow Agreement. 

''**Escrow Agreement**'' means the escrow agreementsubstantially in the form of **Exhibit I** dated as of the Closing Datebetween Holdco, the Investors and the Escrow Agent.

''**Euro**'' or ''**€**''****means the lawful currency ofthe participating member states of the European Union that adopt a singlecurrency in accordance with the treaty establishing the European Communities asamended by the Treaty on European Union.

''**EUROLIBOR**'' means, for each Interest Period for any EUROLIBOR Loan, the aggregate of (a) the applicable EUROLIBOR ReservePercentage, if any, and (b) the rate perannum, expressed on thebasis of a 360-day year, rounded upwards, if necessary, to the nearestone-hundredth of one percent, equal to the average of the offered quotationsappearing on Telerate Page 3750 (or if such Telerate Page shall not beavailable, any successor or similar service as may be selected by theAdministrative Agent) as of 11:00 a.m. (London, England, time) (or as soonthereafter as practicable), on the date two (2) Business Days prior to and forvalue on the first day of such Interest Period for deposits in Euros having aterm comparable to such Interest Period and in an amount comparable to theprincipal amount of the EUROLIBOR Loan to which such Interest Period relates. If neither such Telerate Page 3750 nor any successor or similar service isavailable, then ''EUROLIBOR'' shall mean, with respect to any Interest Period forany applicable EUROLIBOR Loan, the rate of interest per annum, expressedon the basis of a 360-day year, rounded upwards, if necessary, to the nearestbasis point, determined by the Administrative Agent as of 11:00 a.m. (London,England, time) (or as soon thereafter as practicable), on the date two (2)Business Days before and for value on the first day of such Interest Period, tobe the arithmetic average of the prevailing rates per annum at the timeof determination and in accordance with the then existing practice in theapplicable market, for the offering to the Administrative Agent, by one or moreprime banks selected by such Agent in its reasonable discretion, in the Londoninterbank market, of deposits in Euros for delivery on the first day of suchInterest Period and having a term comparable to such Interest Period and in anamount comparable to the EUROLIBOR Loan to which such Interest Period relates. Each determination by the Administrative Agent of EUROLIBOR shall be conclusiveand binding, absent manifest error, and may be computed using any reasonableaveraging and attribution method.

''**EUROLIBOR Loan**'' means a Loan bearing interest at a ratedetermined by reference to EUROLIBOR.

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                               ''**Event of Default**''****has the meaning set forth inArticle 8.

''**Exchange Indenture**'' means an indenture pursuant to whichExchange Notes are issued.

''**Exchange Notes**'' means the notes exchanged for SeniorSubordinated Notes pursuant to the Exchange Offer.

''**Exchange Offer**'' means the offer pursuant to which theSenior Subordinated Notes are exchanged for Exchange Notes pursuant to theExchange Indenture.

''**Excluded Dispositions**'' means (i) Dispositions for fairmarket value resulting in no more than Cdn$2.5 million in aggregate proceeds perDisposition (or series of related Dispositions) and no more than Cdn$7.5 millionin aggregate proceeds in any fiscal year; (ii) an exchange of equipment orinventory for other equipment or inventory; provided that the Companyeffecting such exchange receives at least substantially equivalent value in suchexchange for the Property disposed of; (iii) the attachment or granting of anyPermitted Lien, the making of any Investment permitted by Section 7.6 and themaking of any Dividend Payment permitted by Section 7.7; (iv) the sale ofinventory in the ordinary course of business consistent with past practices; (v)the sale or transfer of accounts receivable or chattel paper and related assetsin connection with any Permitted Receivables Facility and any assets directlyrelated thereto, including all collateral securing such accounts receivable,chattel paper and other assets (including contract rights and all guarantees orother obligations in respect of such accounts receivable or chattel paper,proceeds of such accounts receivable or chattel paper and other assets which arecustomarily transferred or in respect of which security interests arecustomarily granted in connection with asset securitization transactionsinvolving accounts receivable or chattel paper); (vi) the non-exclusive licenseor sublicense of rights to use patents, trade secrets, know-how and otherintellectual property of any Company to the extent such license or sublicensedoes not interfere with the business of any Company; (vii) like-kind exchangessubject to the provisions of Section 7.4(b)(iv)) and (viii) the liquidation ofCash Equivalents.

''**Excluded Equity Issuance**'' means (i) any issuance ofEquity Interests of Holdco to the seller or sellers in consideration for aPermitted Acquisition or pursuant to the BRP Acquisition Agreement; (ii) anyissuance of Equity Interests by Holdco to the Investors, the proceeds of whichare contributed as common equity to the Canadian Borrower; (iii) any issuance byHoldco or any of its Subsidiaries of Equity Interests of Holdco or suchSubsidiary to employees, directors, officers or consultants pursuant to anemployment agreement or a benefit or compensation plan; (iv) any issuance ofQualified Capital Stock of Holdco or any of its Subsidiaries to the extent thatthe proceeds thereof are used for a substantially contemporaneous purchase orredemption of Equity Interests of Holdco or such Subsidiary pursuant toSection 7.7(b); (v) sales or issuances of Equity Interests of Holdco to membersof management, employees or consultants of any Company pursuant to an offeringcompleted prior to the date that is three months after the Closing Date; and(vi) any issuance of Equity Interests by Holdco or any of its Subsidiaries todirectors or nominees if resulting in de minimis**proceeds.

''**Excluded Mortgaged Real Property**'' has the meaning setforth in Section 4.3A(g)(i).

''**Excluded Taxes**'' means (a) with respect to theAdministrative Agent, any Lender or any Transferee in connection with the U.S.Revolving Facility, (i) income or franchise taxes imposed on (or measured by)its net income by any jurisdiction under the laws of which the AdministrativeAgent, such Lender or such Transferee is organized or in which its principaloffice is located or, in the case of any Lender, in which its applicable lendingoffice is located and (ii) any tax similar to the branch profits tax underSection 884 of the Code that is imposed by any jurisdiction described inclause (a)(i) above, (b) with respect to the Administrative Agent, any Lender,the Issuing Lender or any Transferee in connection 

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with the Canadian Revolving Facility or the New Term Facility, (i) income orfranchise taxes imposed on (or measured by) its net income by any jurisdictionunder the laws of which the Administrative Agent, such Lender or such Transfereeis organized or in which its principal office is located or, in the case of anyLender, in which its applicable lending office is located and (ii) any taxsimilar to the branch profits taxes currently imposed by Canada (or anyprovince) or that is imposed by any jurisdiction described in clause (b)(i)above, (c) any Other Taxes and (d)  with respect to the Administrative Agent,any Lender or any Transferee, increases (solely as a result of a Legal orRegulatory Change that increases the rate but not as a result of a Legal orRegulatory Change that changes the basis by which (or the base on which) capitalTax is applied or calculated) in capital Taxes imposed on (or measured by)taxable capital imposed by Canada or any province thereof.

''**Extension Date**''****means, in relation to anyExtension of Credit (except a Loan under any Swingline Facility), the date,which shall be a Business Day, on which such Extension of Credit is madeavailable to a Borrower pursuant to a Notice of Borrowing and, in relation toany Loan under any Swingline Facility, the date, which shall be a Business Day,on which the applicable Floating Rate Loan is made available to the RelevantBorrower.

''**Extension of Credit**'' means the making of any Loan by theRelevant Lenders (other than a participation therein by a Lender) or theissuance of any Letter of Credit by the Issuing Lender.

''**Face Amount**''****means, in respect of a Bankers'Acceptance or Acceptance Note, the amount payable to the holder thereof on thematurity thereof.

''**Facility**'' means, as the context requires, the CanadianRevolving Facility, the U.S. Revolving Facility, the New Term Facility or anyIncremental Term Facility, and ''**Facilities**''****means any two or moreof them, as the context may require.

''**Family Holding Companies**'' means, collectively, BeaudierInc., Jadier International Inc., Gestion J.I.C.A. Inc. and Fonds Achbee Inc., ineach case for so long as such corporation continues to be used as a holdingcorporation for one or more of the members of the Beaudier Group and suchmembers continue to beneficially hold, directly or indirectly, not less than 85%of the ownership interests in such corporation.

''**Federal Funds Rate**'' means, for any day, the rate perannum, expressed on the basis of a 360-day year (rounded upward, ifnecessary, to the nearest one-sixteenth of one percent), equal to the weightedaverage of the rates on overnight federal funds transactions with members of theU.S. Federal Reserve System arranged by federal funds brokers on such day, aspublished by the Federal Reserve Bank of New York on the Business Day nextsucceeding such day; provided that (i) if such day is not a Business Day,the Federal Funds Rate for such day shall be such rate on such transactions onthe next preceding Business Day and (ii) if no such rate is so published on suchnext preceding Business Day, the Federal Funds Rate for such day shall be theaverage rate quoted to the Administrative Agent on such day on suchtransactions, as determined by the Administrative Agent.

''**Fixed Rate Loans**'' means, collectively, LIBOR Loans, EUROLIBORLoans and Bankers' Acceptance Loans and ''**Fixed Rate Loan**'' meansany one of them.

''**Floating Rate Loans**'' means, collectively Canadian PrimeRate Loans, U.S. Base Rate Loans and U.S. Prime Rate Loans and ''**Floating RateLoan**'' means any one of them.

''**Floor Planning Facility**'' has the meaning set forth inSection 4.2(j).

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                               ''**Forecast Exposure**'' has the meaning set forth in Section6.12.

''**Foreign Obligor**'' means any Obligor that is not a CanadianObligor or a U.S. Obligor.

''**Foreign Plan**'' means any employee benefit plan, program,policy, arrangement or agreement maintained or contributed to by Holdco or anyof its Subsidiaries with respect to employees employed outside the United Statesor Canada.

''**Funded Debt**'' means Indebtedness in respect of anyoutstanding Pushdown Holdco Debt, the Senior Subordinated Notes, AdditionalSubordinated Debt, Incremental Term Loans and Loans under the New Term Facility.

''**GAAP**'' means generally accepted accounting principles inCanada, as set out in the Handbook of the Canadian Institute of CharteredAccountants, as the same may be amended, supplemented or restated from time totime, applied on a consistent basis, subject to Section 1.3.

''**Global Transaction Coordinator**'' means Merrill Lynch (orany successor thereto).

''**Government Acts**'' has the meaning set forth inSection 2.11(i).

''**Governmental Authority**''****means any federal,provincial, state, regional, municipal or foreign (including the European Union)court, government or governmental agency, board, tribunal, authority,instrumentality or regulatory body and includes the Bank Committee on BankingRegulation and Supervisory Practices of the Bank for International Settlementand Her Majesty the Queen in right of Canada or any Province.

''**Guaranteed Obligations**'' has the meaning set forth inSection 9.1.

''**Guarantees**'' means, collectively, the guarantee granted by Holdco, the Canadian Borrower and each other Guarantor in Article 9 or, whereapplicable, substantially in the form of **Exhibit E** (with appropriatechanges as may be required by local law) or such other form as Lead Arrangers'Counsel may approve, and ''**Guarantee**'' means any one of the foregoing, asthe context may require.

''**Guarantors**'' means, collectively, (i) Holdco, (ii) withrespect to the U.S. Revolving Facility, the Canadian Borrower, (iii) eachMaterial Subsidiary (other than any Receivables Co.) of the Canadian Borrowerand (iv) each Wholly Owned Subsidiary of the Canadian Borrower so long as, inthe case of clause (iii) or (iv), such Subsidiary (a) is designated as aGuarantor in **Schedule 5.13**, or (b) is required to execute anddeliver a Guarantee pursuant to Section 6.10(a) or (b), and ''**Guarantor**'' means anyone of them, as the context may require.

''**Hazardous Materials**'' means any substance, material,contaminant, pollutant or waste defined as a hazardous material or otherwiseregulated in or under or which could give rise to liability under anyEnvironmental Laws.

''**Hedging Agreement**'' means any agreement (including anymaster agreement and any schedule or agreement, whether or not in writing,relating to any single transaction) that is an interest rate swap agreement,basis swap, forward rate agreement, commodity swap, commodity option, equity orequity index swap or option, bond option, interest rate option, foreign exchangeagreement, rate cap, collar or floor agreement, currency swap agreement,cross-currency rate swap agreement, swaption, currency option or any othersimilar agreement (including any option to enter into any of the foregoing) andis designed to protect any Company against fluctuations in interest rates,currency exchange rates,  commodity

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prices, equity prices or values or similar risks (including any Interest RateProtection Agreement or other agreement entered into pursuant to Section 3.4).

''**Hedging Obligations**'' of any Person mean the obligationsof such Person pursuant to a Hedging Agreement.

''**Holdco**''****means (i) J.A. Bombardier (J.A.B.) Inc., acorporation incorporated under the *Canada Business Corporations Act*or(ii) any other entity (a ''**Succeeding Holdco**'') organized under the laws ofCanada or any province thereof or the United States of America or any statethereof that becomes the immediate parent of the Canadian Borrower.

''**including**'' shall be interpreted on an inclusive basis andshall be deemed to be followed by the phrase ''without limitation.''

''**Incremental Amendment**'' has the meaning set forth inSection 2.2A.

''**Incremental Facility Closing Date**'' has the meaning setforth in Section 2.2A.

''**Incremental Term Facility**'' means a term loan facilityproviding for Incremental Term Loans and documented by an Incremental Amendmentin accordance with Section 2.2A.

''**Incremental Term Loans**'' has the meaning set forth inSection 2.2A. 

''**Indebtedness**''of any Person means anyindebtedness or liability which, in accordance with GAAP, would be classified asdebt of such Person (excluding deferred taxes and all employee benefitobligations), but in any event including, without duplication:

(a)

all indebtedness of such Person for or in respect of borrowedmoney;

(b)

all indebtedness of such Person evidenced by bonds, debentures,notes or similar instruments, or upon which interest payments are customarilymade;

(c)

the principal portion of all obligations of such Person underCapital Leases and Synthetic Leases;

(d)

all indebtedness of such Person in respect of the deferredpurchase or acquisition price of any real or personal property or any services(whether or not recourse for such indebtedness is limited to the repossessionand sale of any such property) other than trade payables and other accruedobligations incurred in the ordinary course of business for the purchase ofgoods and services for purposes of carrying on such business;

(e)

all Contingent Obligations of such Person;

(f)

for the purposes of Sections 7.1 and 8.1(e) only, all netobligations of such Person in respect of Hedging Agreements;

(g)

the maximum amount (after giving effect to any prior drawings orreductions which have been reimbursed) of all letters of credit or letters ofguarantee issued or bankers' acceptances issued by or for such Person and,without duplication, the face amount of all drafts drawn thereunder (to theextent unreimbursed or not converted);

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                (h)

the aggregate amount of Indebtedness associated with uncollectedaccounts receivable of such Person subject at such time to a sale of accountsreceivable (or similar transaction) to the extent such amount would be reflectedas debt on the balance sheet of such Person in accordance with GAAP; and

(i)

all liabilities secured by any Lien (other than Liens for taxesnot yet due and payable or otherwise being contested in good faith) on anyproperty owned by such Person even though such Person has not assumed orotherwise become liable for the payment thereof, but limited to the fair marketvalue of the property;

provided, however, that''Indebtedness'' shall not include:

(A)

representations, warranties, guarantees, covenants, indemnities,reimbursement or repurchase obligations in agreements relating to any PermittedFloorplan Facility or Permitted Receivables Facility that are customary in suchfinancings; and 

(B)

post-closing payment adjustments to which a seller may becomeentitled to the extent such payment is determined by a final closing balancesheet in connection with the purchase by a Company of any business.

In no event shall Indebtedness of any Person include QualifiedCapital Stock of such Person.  The Indebtedness of any Person shall include theIndebtedness of any partnership or unincorporated joint venture to the extentsuch Person is legally obligated with respect thereto.

''**Indemnified Taxes**'' means all Taxes (other than ExcludedTaxes) that are imposed on the Administrative Agent, any Lender or anyTransferee (i) in connection with any payments to be made by any Obligor inconnection with the Loans or otherwise hereunder or (ii) in connection with thetransactions described herein but not described in clause (i) (i.e., notimposed on or in connection with any payments), but only to the extent suchTaxes do not arise as a result of a connection (other than being a party to thisAgreement, participating in the transactions contemplated herein, or enforcingits rights hereunder) between the Administrative Agent, a Lender or a Transfereeand the jurisdiction imposing such Taxes.

''**Indemnitee**'' has the meaning set forth in Section 11.5(b).

''**Initial Floorplan Facilities**'' has the meaning set forthin Section 4.2(j) of the Original Credit Agreement.

''**Initial Intercompany Notes**'' means each of the intercompany loans set forth **Schedule 1.1(a)**.

''**Initial Receivables Facilities**'' has the meaning set forthin Section 4.2(j) of the Original Credit Agreement.

''**Intellectual Property**'' has the meaning set forth inSection 5.17.

''**Intercompany Notes**'' shall mean the Initial IntercompanyNotes, and any other intercompany loans or promissory notes, substantially inthe form of **Exhibit O**.

''**Interest Coverage Ratio**'' means, for any Test Date, theratio of (x) Consolidated EBITDA for the four Quarters ending on such Test Dateto (y) Consolidated Interest Expense to the extent paid or payable in cash forthe four Quarters ending on such Test Date. 

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                               ''**Interest Payment Date**'' has the meaning set forth inSection 3.1(a).

''**Interest Period**'' means, relative to any Fixed Rate Loan,the period commencing on (and including) the date on which such Fixed Rate Loanis made or continued, or converted into, a different type of Fixed Rate Loan,and ending on (but excluding) (i) in the case of a Bankers' Acceptance Loan, theday which is approximately 30, 60, 90 or 180 days thereafter (or, if requestedby the Relevant Borrower and agreed to by all Relevant Lenders, 14 days, ninemonths or twelve months), (ii) in respect of a LIBOR Loan or EUROLIBOR Loan atany time during the period specified in Section 2.10(b), the day which is14 days thereafter, or (iii) in the case of a LIBOR Loan or EUROLIBOR Loan****at any time after such period, the day which numerically corresponds to suchdate one, two, three, or six months thereafter (or, if requested by the RelevantBorrower and agreed to by all Relevant Lenders, 14 days, nine months or twelvemonths) (or, if such month has no numerically corresponding date, on the lastBusiness Day of such month), in each case as the Relevant Borrower may select;provided, however, that:

(a)

if such Interest Period would otherwise end on a day which is nota Business Day, such Interest Period shall end on the next following BusinessDay (unless, if such Interest Period applies to a LIBOR Loan or EUROLIBOR Loan,and such next following Business Day is the first Business Day of a calendarmonth, in which case such Interest Period shall end on the Business Day nextpreceding such numerically corresponding day); and

(b)

no Interest Period may end later than the Revolving Loan MaturityDate or Term Loan Maturity Date, as applicable.

''**Interest Rate Protection Agreement**'' means, with respectto any Person, an interest rate swap, cap or collar agreement or similararrangement between such Person and one or more financial institutions providingfor the transfer or mitigation of interest risks either generally or underspecific contingencies.

''**Investment**'' means (a) the acquisition (whether for cash,property, services, assumption of Indebtedness, securities or otherwise) of allor a material part of the assets comprising a business of a Person, shares ofcapital stock, bonds, notes, debentures, partnership, joint venture or otherownership interests or other securities of a Person, (b) any deposit with, oradvance, loan or other extension of credit to, a Person (other than depositsmade in connection with the purchase of any goods or services in the ordinarycourse of business) or (c) any other capital contribution to or investment in aPerson incurred for the benefit of a Person.

''**Investor Agreements**'' means the Management Agreement, theStockholders Agreement, the Registration Rights Agreement and the SubscriptionAgreements.

''**Investors**'' means Bain Capital Investors, LLC, BeaudierGroup and Caisse de dépôt et placement du Québec and a group of investorsarranged by them for the purpose of effectuating the Equity Financing and theentering into and deposit of funds pursuant to the Escrow Agreement.

''**ISP**'' has the meaning set forth in Section 2.11(f).

''**Issuing Lenders**'' means collectively, (a) in the case ofLetters of Credit issued under the Canadian Revolving Facility, Bank of Montreal(or any successor thereto), (b) in the case of Letter of Credit issued under theU.S. Revolving Facility, Bank of Montreal (or any successor thereto) as issuerof Letters of Credit under the Canadian Revolving Facility and (c) any otherLender that may become an Issuing Lender pursuant to Section 2.11(j), withrespect to Letters of Credit issued by such Lender (each, an ''**Issuing Lender**'').

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                               ''**Joint Book Runners**'' means, with respect to the New TermFacility, Merrill Lynch and UBS Securities LLC and, with respect to theRevolving Facilities, BMO Nesbitt Burns Inc. and Royal Bank of Canada.

''**Judgment Currency**'' has the meaning set forth inSection 11.11.

''**L/C Documents**'' means, with respect to any Letter ofCredit, such Letter of Credit, any amendments thereto, any documents deliveredin connection therewith, any application therefor, and any agreements,instruments, guarantees or other documents (whether general in application orapplicable only to such Letter of Credit) governing or providing for the rightsand obligations of the parties concerned or at risk.

''**L/C Interest**'' means, with respect to any CanadianRevolving Lender or U.S. Revolving Lender, such Lender's participation interestin the relevant Issuing Lender's liability under Letters of Credit issued underthe Relevant Facility and such Lender's rights and interests in ReimbursementObligations in respect thereof and fees, interest and other amounts payable inconnection with such Letters of Credit and such Reimbursement Obligations.

''**L/C Maximum Amount**'' has the meaning set forth in Section2.11(d)(ii).

''**L/C Obligations**'' means the obligations of the RelevantBorrower in respect of any Letter of Credit.

''**Lead Arrangers**'' means, with respect to the New TermFacility, Merrill Lynch and UBS Securities LLC and, with respect to theRevolving Facilities, BMO Nesbitt Burns Inc. and Royal Bank of Canada.

''**Lead Arrangers' Counsel**'' means Cahill Gordon & ReindelLLP, Davies Ward Phillips & Vineberg LLPand/or such other law firm or firms as the Lead Arrangers may designate fromtime to time.

''**Lease**'' means any lease, sublease, offer to lease, grantof a usufructory right or privilege, franchise agreement, license, occupancy orconcession agreement, or any other arrangement in substance similar to any ofthe foregoing.

''**Legal or Regulatory Change**'' has the meaning set forth inSection 3.16.

''**Lender Affiliate**'' means (a) with respect to any Lender, (i) aPerson directly or indirectly controlling, controlled by or under common controlwith such Lender or (ii) any entity (whether a corporation, partnership, trustor otherwise) that is engaged in making, purchasing, holding or otherwiseinvesting in bank loans and similar extensions of credit in the ordinary courseof its business and is Wholly Owned or controlled by a Lender or a LenderAffiliate of such Lender and (b) with respect to any Lender that is a fund thatinvests in bank loans and similar extensions of credit, any other fund thatinvests in bank loans and similar extensions of credit and is managed by thesame investment advisor as such Lender or by an Affiliate of such investmentadvisor.

''**Lenders**'' means, collectively, the Canadian RevolvingLenders, the U.S. Revolving Lenders and the New Term Lenders (including theIssuing Lenders and Swingline Lenders), any Additional Lenders and any Personwho becomes a Lender by way of assignment in accordance with the terms hereof(each, individually, a ''**Lender**'').

- 27 -

                               ''**Letter of Credit**'' means a standby letter of credit, adocumentary letter of credit or commercial letter of credit issued for theaccount of the Canadian Borrower or the U.S. Revolving Borrower, as the case maybe, by the Issuing Lender pursuant to Section 2.11, as such Letter of Credit maybe amended, modified, extended renewed or replaced.

''**LIBOR**'' means, for each Interest Period for any LIBORLoan, the aggregate of (a) the applicable LIBOR Reserve Percentage, if any, and(b) the rate per annum, expressed on the basis of a 360-day year, roundedupwards, if necessary, to the nearest one-hundredth of one percent, equal to theaverage of the offered quotations appearing on Telerate Page 3750 (or if suchTelerate Page shall not be available, any successor or similar service as may beselected by the Administrative Agent) as of 11:00 a.m. (London, England time)(or as soon thereafter as practicable), on the date two (2) Business Days priorto and for value on the first day of such Interest Period for deposits in U.S.Dollars having a term comparable to such Interest Period and in an amountcomparable to the principal amount of the LIBOR Loan to which such InterestPeriod relates.  If neither such Telerate Page 3750 nor any successor or similarservice is available, then ''LIBOR'' shall mean, with respect to any InterestPeriod for any applicable LIBOR Loan, the rate of interest per annum,expressed on the basis of a 360-day year, rounded upwards, if necessary, to thenearest basis point, determined by the Administrative Agent as of 11:00 a.m.(London, England time) (or as soon thereafter as practicable), on the datetwo (2) Business Days before and for value on the first day of such InterestPeriod, to be the arithmetic average of the prevailing rates per annum atthe time of determination and in accordance with the then existing practice inthe applicable market, for the offering to the Administrative Agent, by one ormore prime banks selected by such Agent in its reasonable discretion, in theLondon interbank market, of deposits in U.S. Dollars for delivery on the firstday of such Interest Period and having a term comparable to such Interest Periodand in an amount comparable to the LIBOR Loan to which such Interest Periodrelates.  Each determination by the Administrative Agent of LIBOR shall beconclusive and binding, absent manifest error, and may be computed using anyreasonable averaging and attribution method.

''**LIBOR Loan**''****means a Loan bearing interest at arate determined by reference to LIBOR.

''**LIBOR Reserve Percentage**'' means, for any day during anInterest Period in respect of a LIBOR Loan, the maximum rate per annum,if any, expressed on the basis of a 360-day year, at which reserves (includingany supplement, marginal and emergency) are imposed on such day by the Board ofGovernors of the U.S. Federal Reserve System (or any successor thereof) on''Eurocurrency liabilities'', as defined in such Board's Regulation D (or inrespect of any other category of liabilities that includes deposits by referenceto which the interest rate on LIBOR Loans is determined on any category ofextension of credit or other assets that include loans by non-United Statesoffices of any Lender or Participant to United States residents) subject to anyamendments on such reserve requirement by such Board or its successor, takinginto account any transitional adjustments thereto.  The LIBOR Reserve Percentageshall automatically be adjusted as of the date of any change in the aforesaidrate.

''**Lien**'' means any mortgage, pledge, hypothecation,assignment, deposit arrangement, security interest, security titles,encumbrance, lien (statutory or otherwise), or charge of any kind, statutory,consensual or otherwise, including any agreement to give any of the foregoing,any conditional sale or other title retention agreement, and any lease in thenature thereof.

''**Loan**''****means a U.S. Prime Rate Loan, a CanadianPrime Rate Loan, a Bankers' Acceptance Loan, a LIBOR Loan, a U.S. Base RateLoan, a EUROLIBOR Loan, a loan under the Canadian Swingline Facility or underthe U.S. Swingline Facility or any other loan permitted hereunder, including anyIncremental Term Loans, and****''**Loans**''****means any or all ofthem, as the context may require.

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                               ''**Majority Lead Arrangers**'' means a majority in number ofthe Lead Arrangers.

''**Majority Lenders**'' means

(i)

at any time prior to the Closing Date, Lenders holding at least amajority of the aggregate amount of the Commitments, and

(ii)

at any time after the Closing Date, Lenders holding at least amajority of the sum of (without duplication) (a) the aggregate principal amountof outstanding Loans, plus (b) the aggregate amount of all L/CObligations, plus (c) the aggregate of the Canadian Revolving UnusedCommitment and the U.S. Revolving Unused Commitment then in effect; provided,however, that if any Lender shall be a Defaulting Lender at such time,then there shall be excluded from the determination of Majority Lenders theaggregate principal amount of the Credit Exposure of such Lender at such time.

''**Management Agreement**'' means the Management Agreementdated as of the Closing Date among J.A. Bombardier (J.A.B.) Inc., the CanadianBorrower and the Sponsors, as amended or modified from time to time as permittedby this Agreement.

''**Material Adverse Effect**'' means a materially adverseeffect on (a) the business, operations, financial condition, liabilities(contingent or otherwise) or prospects of the Obligors and their consolidatedSubsidiaries, taken as a whole, (b) the ability of the Obligors to perform theirobligations under the Credit Documents or (c) the rights of or benefitsavailable to the Lenders under the Credit Documents.

''**Material Contract**'' means any contract, license oragreement involving aggregate payments in any year to or by the CanadianBorrower or any of its Subsidiaries in excess of Cdn$5.0 million (other thanpurchase orders entered into in the ordinary course of business).

''**Material Subsidiary**'' means, at any time, (i) the U.S.Revolving Borrower and (ii) any other Subsidiary of the Canadian Borrower thatsatisfies any of the following requirements:

(a)

Consolidated Assets of such Subsidiary exceed an amount equal to5% of Consolidated Assets of the Canadian Borrower as determined as of the endof each of the two Quarters most recently ended for which financial statementsof the Canadian Borrower are available; or

(b)

Consolidated Revenues of such Subsidiary exceed an amount equalto 5% of Consolidated Revenues of the Canadian Borrower as determined for eachof the two Quarters most recently ended for which financial statements of theCanadian Borrower are available.

''**Merrill Lynch**'' has the meaning set forth in the preamblehereto.

''**Moody's**'' means Moody's Investors Service, Inc. or anysuccessor to the business of such company in the rating of securities.

''**Mortgage**'' means an agreement, including a mortgage,debenture, immovable hypothec, deed of trust or any other document, creating andevidencing a Lien on a Mortgaged Real Property, which shall be in form andsubstance reasonably satisfactory to Administrative Agent, with such schedulesand including such provisions as shall be necessary to conform such document toapplicable or local law or as shall be customary under local law, as the samemay at any time be amended in accordance with the terms thereof and hereof.

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                               ''**Mortgage Amendment**'' has the meaning set forth in Section4.3A(g).

''**Mortgage Policy**'' has the meaning set forth in Section4.3A(g).

''**Mortgaged Real Property**'' means (a) each Real Propertyidentified as Mortgaged Real Property on **Schedule 5.26(a)** and (b) eachReal Property, if any, which shall be subject to a Mortgage delivered after theClosing Date pursuant to Section 6.10.

''**Multiemployer Plan**'' means a Plan subject to Title IV of ERISA which is a multiemployer plan as defined in Section 3(37) or 4001(a)(3) ofERISA.

''**Net Available Proceeds**'' means:

(i)

in the case of any Disposition Event, the amount of Net CashPayments received by the Person consummating such Disposition Event inconnection with such Disposition Event;

(ii)

in the case of any Casualty Event, the aggregate amount of cashproceeds of insurance, condemnation or expropriation awards and othercompensation received by the Person whose Property was subject to such CasualtyEvent in respect of such Casualty Event net of (A) fees and expenses incurred orreasonably estimated to be incurred by such Company in connection with recoverythereof, (B) repayments of Indebtedness (other than Indebtedness hereunder) tothe extent secured by a Lien on such Property that is permitted by the CreditDocuments, and (C) any Taxes paid or payable (or estimated to be payable by theCanadian Borrower acting reasonably and in good faith) by any Company in respectof the amount so recovered (after application of all credits and other offsetsat the discretion of the Canadian Borrower acting reasonably and in good faith);and

(iii)

in the case of any Equity Issuance or any Debt Issuance, theaggregate amount of all cash received in respect thereof by the Personconsummating such Equity Issuance or Debt Issuance, net of all investmentbanking fees, discounts and commissions, legal fees, consulting fees,accountants' fees, underwriting discounts and commissions and other fees andexpenses actually incurred in connection therewith.

''**Net Cash Payments**'' means, with respect to any DispositionEvent, the aggregate amount of all cash payments (including any cash paymentsreceived by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, butonly as and when received) received by any Company directly or indirectly inconnection with such Disposition Event, net (without duplication) of (i) theamount of all out-of-pocket fees and out-of-pocket expenses paid (or estimatedto be payable by the Canadian Borrower acting reasonably and in good faith) byany Company in connection with such Disposition Event (the ''**RelevantDisposition**''); (ii) any Taxes paid or reasonably estimated to be payable byany Company as a result of the Relevant Disposition (after application of allcredits and other offsets at the discretion of the Canadian Borrower actingreasonably and in good faith); (iii) any repayments by any Company ofIndebtedness (other than the Obligations) to the extent that such Indebtednessis secured by a Permitted Lien on the subject Property required to be repaid asa condition to the purchase or sale of such Property; (iv) amounts required tobe paid to any Person (other than any Company) owning a beneficial interest inthe subject Property; and (v) amounts reserved, in accordance with GAAP, againstany liabilities associated with such Relevant Disposition and retained by anyCompany after such Relevant Disposition and related thereto, including pensionand other post-employment benefit liabilities, liabilities related toenvironmental matters and liabilities under any indemnification obligationsassociated with such Relevant Disposition, all as reflected in an Officer'sCertificate delivered to Administrative Agent.

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                               ''**New Term Commitment**'' means, for each New Term Lender, theamount identified as its New Term Commitment on **Schedule 1.1** or on theexecution pages hereof, or both, or in an Assignment Agreement executed anddelivered by such Lender, as such amount shall be reduced as a result of anyassignment made by such New Term Lender in accordance with the provisions ofSection 11.3(b) or as a result of any permanent reduction in the amount thereofpursuant to Sections 2.7, 2.8, 3.6, 3.7 and 3.8.

''**New Term Committed Amount**'' means, at any time, theaggregate of the New Term Commitments at such time; provided that theaggregate New Term Committed Amount shall not exceed US$50,000,000.

''**New****Term Facility**'' means, at any time, thatcertain non-revolving loan facility in the principal amount equal to the NewTerm Committed Amount from time to time, established by the New Term Lenders in favor of the Canadian Borrower pursuant to Section 2.2.

''**New Term Lenders**''****means, collectively, each Personidentified as a ''New Term Lender'' on **Schedule 1.1** or on the executionpages hereof, or both, each acting through its lending office set forth on **Schedule 1.1** or such other lending office as such Person may specify inaccordance with Section 11.1, and any Person who becomes a New Term Lender byway of assignment in accordance with Section 11.3(b), together with suchPerson's successors and permitted assigns (each, individually, a ''**New****Term Lender**'').

''**New Term Outstanding Amount**'' means, at any time, theaggregate principal amount of all Loans then outstanding under the New TermFacility.

''**Note**'' or ''**Notes**'' means a promissory note of theRelevant Borrower in favor of a Relevant Lender in the amount of such Lender'sU.S. Revolving Commitment, Canadian Revolving Commitment or New Term Commitment,as the case may be, substantially in the form of **Exhibit F** (or as mayotherwise be required by the Relevant Lender) executed and delivered to suchLender pursuant to Section 2.9.

''**Notice of Borrowing**'' means a request by a Borrower for anExtension of Credit substantially in the form of **Exhibit G**.

''**Notice of Continuation/Conversion**'' means a request by aBorrower substantially in the form of **Exhibit H** to continue an existingFixed Rate Loan for a further Interest Period or to convert one type of Loan toanother type of Loan, as more particularly described in Section 3.2.

''**Obligations**'' means all amounts, direct or indirect,contingent or absolute, of every type or description, and at any time existing,owing by any Obligor to any Creditor or their respective successors, transfereesor assignees pursuant to the terms of any Credit Document relating to the Loansor secured by any of the Security Documents (including the relevant IssuingLender in respect of each Letter of Credit and the relevant Swingline FacilityLender in respect of the relevant Swingline Facility) and any liabilities andobligations of any Obligor to any Lender or Lender Affiliate under HedgingAgreements, whether or not the right of such Person to payment in respect ofsuch obligations and liabilities is reduced to judgment, liquidated,unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,legal, equitable, secured or unsecured and whether or not such claim isdischarged, stayed or otherwise affected by any bankruptcy case or insolvency orliquidation proceeding.

''**Obligors**'' means, collectively, the Borrowers and theGuarantors, and ''**Obligor**'' means any one of them, as the context mayrequire.

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                               ''**Officer's Certificate**'' means, as applied to any entity, acertificate executed on behalf of such entity by its Chairman of the Board (ifan officer) or its Chief Executive Officer or its President or one of its VicePresidents (or an equivalent officer) and, in respect of any financial matters,by its Chief Financial Officer, Vice President-Finance or its Treasurer (or anequivalent officer) or any Assistant Treasurer in their official (and notindividual) capacities.

''**Operating Lease**'' means any Lease of any property (whetherreal, personal, movable or immovable or mixed) which, in accordance with GAAP,should be accounted for by the lessee as an Operating Lease.

''**Organizational Document**'' means, with respect to anyPerson, its certificate of incorporation, its by-laws, its partnershipagreement, its memorandum and articles of association, articles ofincorporation, continuation or amalgamation, share designations or similarorganizational documents and all shareholder agreements, voting trusts andsimilar arrangements applicable to any of its authorized Equity Interests.

''**Original Borrowers**'' has the meaning set forth in therecitals hereto.

''**Original Credit Agreement**'' has the meaning set forth inthe recitals hereto.

''**Original U.S. Revolving Borrower**'' has the meaning setforth in the recitals hereto.

''**Original U.S. Term Borrower**'' has the meaning set forth inthe recitals hereto.

''**Other Taxes**''  means any and all present or future stampor documentary taxes or other excise or property taxes, charges or similarlevies arising from the execution, registration, delivery or enforcement of, orotherwise with respect to, the Credit Documents, and any and all interest andpenalties related thereto.

''**Outstanding Amount**'' means, as the context requires, theCanadian Revolving Outstanding Amount, the U.S. Revolving Outstanding Amount orthe New Term Outstanding Amount.

''**Participant**'' has the meaning set forth inSection 11.3(c).

''**Payment Currency**'' has the meaning set forth inSection 11.11.

''**PBGC**'' means the U.S. Pension Benefit Guaranty Corporationreferred to and defined in ERISA and any successor thereto.

''**Pension Plan**'' means an employee pension benefit plan(other than a Multiemployer Plan) which is subject to Title IV of ERISA orsubject to the minimum funding standards under Section 412 of the Code orSection 302 of ERISA and is maintained or contributed to (or required to becontributed to) by any ERISA Entity or with respect to which any Obligor or anyof its Subsidiaries could incur liability under Title IV of ERISA.

''**Permits**'' has the meaning set forth in Section 5.23.

''**Permitted Acquisition**'' means any Acquisition effected incompliance with clause (o) of the definition of ''Permitted Investments.''

- 32 -

                               ''**Permitted Business**'' means, at any time:

(a)

any business or operation which is the same as, substantiallysimilar to or reasonably related to the principal business or operation carriedon or conducted by the Obligors as of the Effective Date; or

(b)

any other business or operation, the assets or revenues of which(together with the assets or revenues of all businesses or operations other thanthose described in clause (a)) do not exceed in the aggregate 5% of ConsolidatedAssets or Consolidated Revenues of the Canadian Borrower as reflected in themost recent consolidated financial statements delivered pursuant toSection 6.1(a) or Section 6.1(b), as applicable (measuring assets andConsolidated Assets as of the last day of the most recent Quarter and measuringrevenues and Consolidated Revenues for the four most recent Quarters).

''**Permitted Floorplan Facility**'' means (a) the Initial Floorplan Facilities and (b) any other facility providing for the financing ofpurchases of inventory from the Canadian Borrower and its Subsidiaries bydealers, distributors and other customers of such products on terms that arereasonably customary for such financings and subject to the provisions ofSection 7.15.

''**Permitted Holdco Debt**'' has the meaning set forth in thedefinition of ''Permitted Indebtedness''.

''**Permitted Holder(s)**'' means one or more of Bain, Beaudieror Caisse, provided that Caisse shall not be a Permitted Holder unlessBain or Beaudier (or both taken together) owns, directly or indirectly, issuedand outstanding Equity Interests of Holdco having a greater percentage of theordinary voting power of the then outstanding Equity Interests of Holdco thandoes Caisse.

''**Permitted Indebtedness**'' means any Indebtedness of theCanadian Borrower and its Subsidiaries (and, with respect to clause (l) below, Holdco) which is:

(a)

Indebtedness arising under the Credit Documents;

(b)

Indebtedness under or in respect of any Capital Lease or PurchaseMoney Obligations hereafter entered into in compliance with Section 7.8 or anySynthetic Lease that, together with Indebtedness incurred in reliance onclause (p) below and Contingent Obligations incurred in reliance onSection 7.15(i), does not exceed Cdn$50.0 million in the aggregate outstandingat any time; provided that no more than Cdn$15.0 million in the aggregatemay be entered into in any fiscal year (exclusive of renewals or refinancings);

(c)

Indebtedness existing on the Effective Date and set forth on **Schedule 7.1** (which **Schedule 7.1** shall also indicate which of suchIndebtedness is secured by a Permitted Lien) as to Holdco and each of itsSubsidiaries;

(d)

the Senior Subordinated Notes;

(e)

Deferred Acquisition Obligations and Acquired Indebtedness****so long as (i) such Indebtedness was not incurred or assumed at any time when aDefault or Event of Default had occurred and was continuing or would or didresult from the incurrence or assumption of such Indebtedness, (ii) in the caseof Acquired Indebtedness, the principal amount thereof has not increased at anytime subsequent to the incurrence of such debt, and (iii) the aggregate amountof 

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  Indebtedness outstanding at any time pursuant to this clause (e) shall not  exceed Cdn$25.0 million;

(f)

Indebtedness incurred solely to refinance Indebtedness thenoutstanding and permitted under clauses (b), (c), (e) and this clause (f); provided that (i) the aggregate amount of the obligations incurred inrespect of such Indebtedness (both actual and contingent) does not exceed theaggregate amount of obligations existing in respect of the Indebtedness beingrefinanced at such time (both actual and contingent), (ii) such Indebtednessshall be on then current normal commercial terms, and (iii) after giving effectto such Indebtedness no Default or Event of Default shall exist;

(g)

Contingent Obligations permitted by Section 7.15;

(h)

Indebtedness owed to (including obligations in respect of lettersof credit for the benefit of) any Person providing workers' compensation,health, disability or employee benefits or property, casualty or liabilityinsurance, pursuant to reimbursement or indemnification obligations to suchPerson, in each case incurred in the ordinary course of business;

(i)

Indebtedness in respect of performance bonds, bid bonds, appealbonds, surety bonds and similar obligations, in each case provided in theordinary course of business including those incurred to secure health, safetyand environmental obligations in the ordinary course of business;

(j)

Indebtedness related to any Permitted Receivables Facilitydescribed in clause (h) of the definition of ''Indebtedness'' that is non-recourseto any assets other than the associated accounts receivable, chattel paper andrelated assets except to the extent permitted by Section 7.15(g);

(k)

Indebtedness under Hedging Agreements permitted by Section 7.16;

(l)

Additional Subordinated Debt, 100% of the Net Available Proceedsof which are contributed to the Canadian Borrower (if issued by Holdco) and areapplied by the Canadian Borrower to repay Loans under the New Term Facility (tothe extent any are outstanding) in accordance with Section 3.7;

(m)

intercompany Indebtedness of the Companies to the extentconstituting a Permitted Investment under clauses (d), (e), (f) and (j) of thedefinition thereof;

(n)

Indebtedness of Companies that are not Obligors under lines ofcredit extended by third Persons to such Companies, the proceeds of which areused by such Companies for their working capital and general corporate purposes,so long as the Equivalent Amount of the outstanding principal amount of all suchIndebtedness shall not exceed Cdn$60.0 million in the aggregate outstanding atany time; 

(o)

Indebtedness incurred by a Receivables Co. in connection with aPermitted Receivables Facility that, except to the extent permitted by Section7.15(g), is non-recourse to any other Company that is not a Receivables Co.; and

(p)

Indebtedness in addition to that permitted by the foregoingclauses (a) through (o) that, together with Indebtedness incurred in reliance onclause (b) above and Contingent Obligations 

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    incurred in reliance on Section 7.15(i), does not exceed  Cdn$50.0 million in the aggregate outstanding at any time.

''Permitted Indebtedness'' shall also include (i) unsecuredIndebtedness of Holdco (''**Permitted Holdco Debt**'') that (A) does notbenefit from any Guarantee by the Canadian Borrower or any of its Subsidiaries,(B) will not mature prior to the date that is 91 days after the Term LoanMaturity Date, (C) has no scheduled amortization or payments of principal, (D)does not permit any payments in cash of interest prior to the fifth anniversaryof the date of issuance or incurrence thereof, (E) has no mandatory prepayment,repurchase or redemption, covenant, default and remedy provisions other thanthose customary for senior discount notes of an issuer that is the parent of aborrower under senior secured credit facilities, and in any event, with respectto covenant, default and remedy provisions, no more restrictive than those setforth in the Senior Subordinated Notes taken as a whole (other than provisionscustomary for senior discount notes of a holding company), and (F) containsprovisions with respect to paid-in-kind interest which are reasonablysatisfactory to the Administrative Agent and (ii) any Permitted Holdco Debt thatis assumed by the Canadian Borrower (such assumed Indebtedness, ''**PushdownHoldco Debt**'') in connection with the amalgamation or merger of the CanadianBorrower with Holdco in accordance with Section 7.4.

''**Permitted Investments**'' means Investments which are:

(a)

Cash Equivalents;

(b)

accounts receivable, chattel paper created, acquired or arisingin the ordinary course of business and payable or dischargeable in accordancewith customary trade terms;

(c)

inventory, raw materials and general intangibles (to the extentany such general intangible is not a Capital Expenditure) acquired in theordinary course of business;

(d)

Investments by any Company in any Obligor and by any Company thatis not an Obligor into another Company that is not an Obligor;

(e)

Investments in the form of debt or equity by any Obligor in anyCompany that is not an Obligor; provided that such Investments shall bein the form of an intercompany loan to the maximum extent permitted byapplicable law without a reasonable possibility of material adverse taxconsequences to the Canadian Borrower and its Subsidiaries (as determined by theCanadian Borrower acting reasonably and in good faith), which intercompany loanshall (x) be evidenced by an Intercompany Note pledged to the AdministrativeAgent for the ratable benefit of the Secured Parties (either directly assecurity for the Obligations or indirectly by way of a pledge to an Obligor assecurity for another Intercompany Note) and (y) be secured by a pledge of assetsby the obligor on such Intercompany Note to the maximum extent permitted byapplicable law without a reasonable possibility of material adverse taxconsequences to the Canadian Borrower and its Subsidiaries (as determined by theCanadian Borrower acting reasonably and in good faith) (subject to contractuallimitations to which the obligor is subject, and subject to the provisions ofthe last paragraph of Section 6.11);

(f)

Investments existing on the Effective Date and set forth on **Schedule 5.18**;

(g)

Investments the sole consideration for which is common shares ofHoldco constituting an acquisition (i) of the ownership or use of any propertyor assets of, or (ii) of the ownership and control of any securities (other thanmerely for portfolio investment purposes, which shall only be permitted ifqualifying as a Cash Equivalent) issued by another Person engaged in, a 

- 35 -

Permitted Business; provided  that in any such case such intended acquisition is viewed both by the Canadian  Borrower and by such Person not to be hostile but to be voluntary and  consensual;

(h)

Investments made as a result of the receipt of non-cashconsideration in connection with a Disposition permitted by Section 7.4;

(i)

Investments in securities of trade creditors, licensees,suppliers or customers received in compromise of obligations of such Personsincurred in the ordinary course of business, including pursuant to any plan ofreorganization or similar arrangement upon the bankruptcy or insolvency of suchtrade creditors, licensees, suppliers or customers;

(j)

Investments by any Company or a Receivables Co. in connectionwith a Permitted Receivables Facility;

(k)

travel and entertainment advances and relocation and other loansmade by the Canadian Borrower to officers and employees of the Canadian Borroweror any of its Subsidiaries in the ordinary course of business;

(l)

loans made by the Canadian Borrower to senior management of theCanadian Borrower and its Subsidiaries for purposes of their purchasing EquityInterests of Holdco not to exceed Cdn$5.0 million in the aggregate outstandingat any time;

(m)

Investments in Hedging Agreements effected in accordance withSection 7.16;

(n)

Contingent Obligations otherwise permitted by this Agreement;

(o)

Investments made in order to consummate an Acquisition; provided, however, that

(i)

no Default or Event of Default exists or will result therefrom;

(ii)

on a pro forma basis, after giving effect to such Acquisition(s),the Canadian Borrower would have been in compliance with Section 7.17 on thelast day of the most recently completed Quarter (assuming, for purposes ofSection 7.17, that such Acquisition had occurred on the first day of thetrailing four Quarter period ending on such last day) as evidenced in anOfficer's Certificate delivered to the Administrative Agent at least tenBusiness Days prior to the consummation of such Acquisition, accompanied bysupporting schedules and data in reasonable detail; 

(iii)

the aggregate amount of the Acquisition Consideration (which foreach Acquisition shall be measured at the date of consummation thereof) for allAcquisitions consummated since the Effective Date shall not exceed Cdn$25.0million in the aggregate outstanding at any time (net of return on suchInvestments); and

(iv)

the Person acquired shall be merged with or into an Obligor orshall become an Obligor; 

(p)

so long as no Default or Event of Default shall have occurred andbe continuing or would result therefrom, additional Investments that do notexceed the Cumulative Growth Amount immediately prior to the time of making suchInvestment; and

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                (q)

additional Investments that do not exceed Cdn$50.0 million in theaggregate outstanding at any time (net of return on such Investments).

''**Permitted Liens**'' means:

(a)

any Lien securing any Obligation;

(b)

any Lien for Taxes, rates, assessments or other governmentalcharges not yet due or for which installments have been paid based on reasonableestimates pending final assessments, or any Lien for Taxes being contested ingood faith by appropriate actions or proceedings for which adequate cashreserves determined in accordance with GAAP have been established, which actionsor proceedings (or order entered in connection with such actions or proceedings)have the effect of preventing the forfeiture or sale of the property or assetssubject to any such Lien, so long as any such Lien shall in all respects besubject and subordinate in priority to the Lien and security interest createdand evidenced by the Security Documents, except if and to the extent that thelaw or regulation creating, permitting or authorizing such Lien provides thatsuch Lien is or must be paripassu with or superior to the Lienand security interest created and evidenced by the Security Documents;

(c)

any Lien in respect of property imposed by law arising in theordinary course of business such as materialmen's, construction, mechanics',warehousemen's, carrier's, landlord's and any other non-consensual statutoryLien the obligation secured by which is not yet due and payable and which hasnot at such time been filed or exercised and of which none of the SecuredParties or the Obligors have been given notice, or is being contested in goodfaith by appropriate actions or proceedings for which adequate reservesdetermined in accordance with GAAP have been established, which proceedings (ororder entered in connection with such actions or proceedings) have the effect ofpreventing the forfeiture or sale of the property or assets subject to any suchLien, so long as any such Lien shall in all respects be subject and subordinatein priority to the Lien and security interest created and evidenced by theSecurity Documents, except if and to the extent that the law or regulationcreating, permitting or authorizing such Lien provides that such Lien is or mustbe pari passu with or superior to the Lien and security interest createdand evidenced by the Security Documents;

(d)

any pledge or deposit made in the ordinary course of business tosecure payment of any workers' compensation insurance, unemployment insurance,pension or other social security program imposed by any Governmental Authority;

(e)

any Lien arising from or constituted by a good faith deposit inconnection with or to secure the performance of any tender, bid, lease,government contract or any performance and return of money bond or other similarobligation incurred in the ordinary course of business (other than any suchobligation in respect of the payment of borrowed money);

(f)

any Lien arising from or constituted by any good faith deposit inconnection with or to secure the performance of any statutory obligation, andany surety or appeal bond;

(g)

any easement, right-of-way, restrictive covenant, restriction(including zoning and land use restriction), matter of plat, survey, minordefect or irregularity in title and other similar claims, charges orencumbrances which do not, in any material respect, individually or in theaggregate, impair the use or value of the encumbered property for its intendedpurposes;

- 37 -

                (h)

undetermined or inchoate Liens, rights of distress and chargesincidental to current operations of the Canadian Borrower and its Subsidiarieswhich have not at such time been filed or exercised and of which none of theSecured Parties has been given notice, or which relate to obligations not due orpayable;

(i)

reservations, limitations, provisos and conditions expressed inany original grants from any Governmental Authority or other grants of RealProperty or held by any Governmental Authority pursuant to statute, or intereststherein, which do not materially affect the use of the affected land for thepurpose for which it is used by that Person or the value thereof;

(j)

the right reserved to or vested in any Governmental Authority bythe terms of any lease, license, franchise, grant or permit acquired by thatPerson or by any statutory provision to terminate any such lease, license,franchise, grant or permit, or to require annual or other payments as acondition to the continuance thereof;

(k)

Liens resulting from the deposit of cash or securities inconnection with surety and appeal bonds and costs of litigation when required bylaw, or in connection with contracts, tenders or condemnation or expropriationproceedings;

(l)

security given to a public utility or any Governmental Authoritywhen required by such utility or authority in connection with the operations ofthat Person in the ordinary course of its business;

(m)

any judgment Lien the existence of which does not constitute anEvent of Default in respect of which the applicable Obligor shall in good faithbe prosecuting an appeal or proceeding for review which has the effect ofpreventing the forfeiture or sale of any Collateral subject to any such Lien,and any such Lien shall in all respects be subject and subordinate in priorityto the Lien and security interest created and evidenced by the SecurityDocuments, except if and to the extent that the law or regulating creating,permitting or authorizing such Lien provides that such Lien is or must be pari passu with or superior to the Lien and security interest created andevidenced by the Security Documents;

(n)

any Lien arising by virtue of any statutory or common lawprovision relating to banker's liens, rights of set-off, recoupment, combinationof accounts or similar rights as to deposit accounts or other funds maintainedwith a creditor depository institution;

(o)

any Lien existing on the Effective Date in respect of PermittedIndebtedness, other than as referred to in clause (p); provided that (i) theaggregate amount secured by all such Liens shall not exceed the amount sosecured on the Effective Date, and (ii) no such Lien shall extend to anyproperty other than the property subject thereto on the Effective Date and,where so provided for as of the Effective Date, any after-acquired property, norshall any such Lien secure an amount in excess of that secured on the EffectiveDate;

(p)

Liens under Capital Leases or Operating Leases or Liens to securepayment of Purchase Money Obligations existing on the Closing Date or enteredinto thereafter; provided that (i) the aggregate amount secured byCapital Leases, Operating Leases and Purchase Money Obligations entered intoafter the Closing Date shall not exceed the original cost of the property whichis subject to such Capital Lease or Operating Lease or in respect of which suchPurchase Money Obligation arose, and (ii) no such Lien shall extend to anyproperty other than that which is subject to such Capital Lease, Operating Leaseor in respect of which such Purchase Money Obligation arose;

- 38 -

                (q)

any Lien to secure Acquired Indebtedness; provided that (i) suchLien existed at the time such Person became a Subsidiary of the CanadianBorrower (or was merged or amalgamated into the Canadian Borrower or any of itsSubsidiaries) or with respect to the foregoing or any of its Subsidiaries suchLien existed at the time such Acquired Indebtedness was assumed by the CanadianBorrower or such Subsidiary and, in each case, was not granted and did not arisein connection with or in contemplation of, any such transaction, (ii) theaggregate amount secured by all such Liens shall not exceed the original cost ofthe property which is subject to such Capital Lease or Operating Lease or inrespect of which such Purchase Money Obligations arose, and (iii) no such Lienshall, following any merger or amalgamation, extend to any property other thanthe property of such Person at the time of such transaction;

(r)

any renewals or replacements of the Liens referred to inclause (o), (p) or (q) above (subject to the restrictions contained in suchclauses);

(s)

Liens under shareholders' or similar agreements existing as atthe Effective Date and relating to Equity Securities of non-wholly ownedSubsidiaries or Permitted Investments of the Canadian Borrower or any of itsSubsidiaries;

(t)

Liens on accounts receivable, chattel paper and related assetssold or transferred under agreements relating to any Permitted ReceivablesFacility;

(u)

Liens under agreements relating to any Indebtedness incurredpursuant to clause (n) of the definition of ''Permitted Indebtedness'';

(v)

consensual Liens in the Province of Quebec securing the paymentof rent and other amounts customarily owed to a landlord under leases of RealProperty in Quebec;

(w)

Liens created or deemed to exist by the establishment of trustsor other similar arrangements in connection with self-insurance programs;

(x)

additional Liens securing Permitted Indebtedness that does notexceed Cdn$10.0 million in the aggregate at any time; and

(y)

Liens on Property existing on the Closing Date and set forth in**Schedule 7.2**; provided that such Liens may secure only thoseobligations so secured on the Effective Date and any extensions, renewals andreplacements thereof permitted hereunder.

''**Permitted Receivables Facility**'' means the InitialReceivables Facility and any other transaction providing for the sale orfinancing of accounts receivable, chattel paper and related assets of theCanadian Borrower and its Subsidiaries, including any receivables purchasefacility, factoring arrangement or securitization transaction, regardless ofwhether such transaction is effected without recourse to the Canadian Borroweror the Subsidiary or in any manner that would not be reflected on theconsolidated balance sheet of the Canadian Borrower in accordance with GAAP, ineach case as amended or modified from time to time, that is on terms that arereasonably customary for such financings and subject to the provisions ofSection 7.15.

''**Person**'' means any individual, group, partnership, jointventure, firm, corporation, limited liability company, association, trust orother enterprise (whether or not incorporated), or any Governmental Authority.

- 39 -

                               ''**Plan**'' means any employee benefit plan (as defined inSection 3(3) of ERISA) which is subject to ERISA and with respect to which aCompany or any ERISA Entity is (or, if such plan were terminated at such time,would under Section 4069 of ERISA be) an ''employer'' within the meaning ofSection 3(5) of ERISA or with respect to which any Obligor or any of itsSubsidiaries could incur liability.

''**PPSA**'' means the *Personal Property Security Act*(Ontario) and any other applicable Canadian or provincial personal propertysecurity legislation (including the Civil Code of Quebec) as all suchlegislation now exists or may from time to time hereafter be amended orreplaced, together with all rules, regulations and interpretations thereunder orrelated thereto.  References to sections of the PPSA shall be construed to alsorefer to any successor sections.

''**Preferred Stock Financing**'' means the issuance by Holdcoto Bombardier Inc. or its Affiliates of preferred equity of Holdco of not lessthan Cdn$50.0 million.

''**Prior Liens**'' means Liens which, pursuant to theprovisions of any Security Document, are or may be superior to the Lien of suchSecurity Document (including, with respect to Security Documents other than theMortgages, those set forth on **Schedule 7.2**).

''**Pro Forma Basis**'' means, with respect to the BRPAcquisition and any other Acquisition, Disposition or discontinuation,appropriate adjustments to reflect the Consolidated EBITDA attributable to thebusiness being acquired, disposed of or discontinued, any synergies orreductions, including operating expense reductions, and any Indebtedness orother liabilities incurred or repaid in connection with such Acquisition,Disposition or discontinuation, as the case may be, in each case that (x) wouldbe permitted to be included in a pro forma calculation under Regulation S-X ofthe Securities Act of 1933, as amended, or (y) are otherwise reasonablyestimated by the Canadian Borrower in good faith and on the basis of reasonableassumptions to be realized within 12 months of the date of consummation of theBRP Acquisition or other Acquisition, Disposition or discontinuation, so long assuch adjustments are set forth in the Officer's Certificate delivered by theCanadian Borrower to the Administrative Agent with respect to the BRPAcquisition or any other Acquisition, Disposition or discontinuation.

''**Proceeding**'' means any claim, counterclaim, action,judgment, suit, hearing, governmental investigation, arbitration or proceeding,including by or before any Governmental Authority and whether judicial oradministrative.

''**Profit Payment Agreement**'' means any agreement to make anypayment the amount of which is, or the terms of payment of which are, in anyrespect subject to or contingent upon the revenues, income, cash flow or profits(or the like) of any Person or business.

''**Property**'' means any right, title or interest in or toproperty or assets of any kind whatsoever, whether real, personal, immovable,movable or mixed and whether tangible or intangible and including EquityInterests or other ownership interests of any Person.

''**Purchase Money Obligations**''****means any Indebtednessin respect of a Capital Expenditure; provided that such Indebtedness islimited to the purchase price of the capital property which is the subject ofsuch Capital Expenditure.

''**Pushdown Holdco Debt**'' has the meaning set forth in thedefinition of ''Permitted Indebtedness''. 

- 40 -

                               ''**Qualified Capital Stock**'' means with respect to any Personany Equity Interests of such Person which is not Disqualified Capital Stock.

''**Qualified Public Offering**'' means any public offering ofthe common (or other voting) Equity Interests of the Canadian Borrower or Holdcopursuant to an effective registration statement (other than a registrationstatement on Form S-4, S-8 or any successor or similar form) filed under theU.S. Securities Act or a prospectus filed under the Securities Act (Ontario)where the gross proceeds raised are not less than Cdn$75.0 million and the grosscash proceeds thereof received by the Canadian Borrower are not less thanCdn$50.0 million.

''**Quarter**'' means each three-month period ending onApril 30, July 31, October 31 and January 31.

''**Real Property**'' means all right, title and interest ofany Obligor (including any leasehold estate) in and to a parcel of real orimmovable property owned or operated by any Obligor, whether by lease, licenseor other use or occupancy agreement, together with, in each case, allimprovements and appurtenant fixtures, equipment, personal property, easementsand other property and rights incidental to the ownership, lease or operationthereof or thereon and ''**Real Properties**'' means all Real Property owned or leased from timeto time by any Obligor.

''**Real Property Disclosure Requirements**'' means any federal,state, provincial, local or foreign laws requiring notification of the buyer ormortgagee of real property of, or notification, registration or filing to orwith any Governmental Authority, prior to the sale or mortgage of or transfer ofcontrol of any real property or establishment, of the actual or threatenedpresence or Release in or into the environment, or the use, disposal or handlingof Hazardous Materials on, at, under or near such real property orestablishment.

''**Receivables Co.**'' means any special purpose Wholly OwnedSubsidiary of the Canadian Borrower (or such other Person agreed to by theMajority Lead Arrangers) that purchases accounts receivable, chattel paper andrelated assets generated by any Company in connection with a PermittedReceivables Facility.

''**Register**'' has the meaning set forth in Section 2.9(b).

''**Registration Rights Agreement**'' means the RegistrationRights Agreement dated as of the Closing Date, among J.A. Bombardier (J.A.B.)Inc., the Canadian Borrower and the Investors, as the same may be amended ormodified from time to time as permitted by this Agreement.

''**Regulation D, O, T, U**or**X**'' means Regulation D, O,T, U or X respectively, of the Board of Governors of the U.S. Federal ReserveSystem as from time to time in effect and any successor to all or any portionthereof.

''**Reimbursement Obligations**'' means, at any time, theobligations of the Canadian Borrower or the U.S. Revolving Borrower thenoutstanding, or that may thereafter arise in respect of all Letters of Creditthen outstanding, to reimburse amounts paid by Issuing Lender in respect of anydrawings under a Letter of Credit.

''**Release**'' means any release, spill, emission, leaking,pumping, injection, deposit, disposal, discharge, dispersal, leaching ormigration in or into the indoor or outdoor environment.

- 41 -

                               ''**Relevant Borrower**'' means (a) in the case of the U.S.Revolving Facility, the U.S. Revolving Borrower and (b) in the case of theCanadian Revolving Facility or the New Term Facility, the Canadian Borrower.

''**Relevant Borrower's Account**'' means the Canadian Dollarand/or U.S. Dollar and/or Euro account in the name of and maintained by theRelevant Borrower with the Administrative Agent at the Relevant Payment Branchas set out in **Schedule 5.30**or such other account in the United States orCanada specified from time to time in writing by the Relevant Borrower to theAdministrative Agent.

''**Relevant Facility**'' means:

(a)

with respect to a Canadian Revolving Lender, the CanadianRevolving Facility;

(b)

with respect to a U.S. Revolving Lender, the U.S. RevolvingFacility; and

(c)

with respect to a New Term Lender, the New Term Facility.

''**Relevant Lenders**'' means:

(a)

with respect to the Canadian Revolving Facility, the CanadianRevolving Lenders;

(b)

with respect to the U.S. Revolving Facility, the U.S. RevolvingLenders; and

(c)

with respect to the New Term Facility, the New Term Lenders.

''**Relevant Payment Account**'' means, in the case of anypayment to be made in any currency under any Facility, the account at theRelevant Payment Branch as the Administrative Agent may specify in writing fromtime to time in respect of such Facility and in respect of transactions in suchcurrency by notice given in accordance with this Agreement to each Borrower,each Lender and each other Agent.

''**Relevant Payment Branch**'' means:

(a)

in the case of any payment to be made under the CanadianRevolving Facility or the New Term Facility, the Administrative Agent's branchlocated at 100 King Street West, First Canadian Place, 19th Floor, Toronto,Ontario M5X 1A1 (the ''**Canadian Payment Branch**''); and

(b)

in the case of any payment to be made under the U.S. RevolvingFacility, the Administrative Agent's branch located at 115 South LaSalle Street,11th Floor, Chicago, Illinois 60603 (the ''**U.S. Payment Branch**'');

or, in either case, such other branch of the Administrative Agentas the Administrative Agent may specify from time to time by notice given inaccordance with this Agreement to each Borrower, each Lender and each otherAgent.

''**Reportable Event**'' means a ''reportable event'' as definedin Section 4043 of ERISA with respect to which the notice requirements have notbeen waived.

''**Requesting Lender**'' has the meaning set forth inSection 3.17(e).

- 42 -

                               ''**Requirement of Law**'' means, with respect to any Person,any federal, provincial, state, local, municipal or foreign (including theEuropean Union) law, statute, treaty, rule or regulation or final, non-appealabledetermination of any arbitrator or any court or other Governmental Authority, ineach case having legally binding effect upon and applicable to such Person or toany of its property.

''**Revolving Facilities**'' means, collectively, the CanadianRevolving Facility and the U.S. Revolving Facility (each, a ''**RevolvingFacility**'').

''**Revolving Loan Maturity Date**'' means the fifth anniversaryof the Closing Date or, if such date is not a Business Day, the next succeedingBusiness Day.

''**S&P**'' means Standard & Poor's, a division of TheMcGraw-Hill Companies, Inc., or any successor to the business of such divisionin the rating of securities.

''**Sale and Leaseback Transaction**'' means any arrangement,directly or indirectly, with any Person whereby it shall sell or transfer anyProperty used or useful in its business, now owned or hereafter acquired, andthereafter rent or lease such Property or other Property which it intends to usefor substantially the same purpose or purposes as the Property being sold ortransferred.

''**Schedule I Lender**'' means a chartered bank of Canadareferred to in Schedule I to the *Bank Act* (Canada).

''**Schedule I Reference Lenders**'' means, where there are twoor fewer Canadian Revolving Lenders which are Canadian chartered banks that arereferred to in Schedule I to the *Bank Act* (Canada), all such Lenders, andwhere there are more than two such Lenders, two of such Lenders chosen by theAdministrative Agent and identified as such by written notice given by theAdministrative Agent to the Canadian Borrower and the Relevant Lenders.

''**Secured Parties**'' means the collective reference to theAdministrative Agent, the Lenders and each party to a Hedging Agreement relatingto the Loans if at the date of entering into such Hedging Agreement such Personwas a Lender or an Affiliate of a Lender.

''**Security Agreement(s)**'' means the collective reference tothe U.S. Security Agreement, the Canadian Security Agreement and any othersecurity agreement which may from time to time be executed and delivered by anObligor pursuant to Section 4.2.

''**Security Documents**''****means the U.S. SecurityDocuments, the Canadian Security Documents, the Intercompany Notes and any othersecurity documents which may from time to time be executed and delivered by anObligor pursuant to Sections 4.2, 6.10, 6.11 and 6.13.

''**Senior Subordinated Notes**'' means US$200.0 millionaggregate principal amount of 8-3/8% Senior Subordinated Notes due 2013 of theCanadian Borrower issued on the Closing Date, including the senior subordinatednotes to be issued pursuant to the Exchange Offer or private exchange thereforas contemplated in the offering document for the Senior Subordinated Notes.

''**Single Employer Plan**'' means any Plan which is subject toTitle IV of ERISA but which is not a Multiemployer Plan or a Multiple EmployerPlan.

''**Solvent**'' and ''**Solvency**'' means, for any Person on aparticular date, that on such date (a) the fair value of the Property of suchPerson is greater than the total amount of liabilities, including contingentliabilities, of such Person, (b) the present fair salable value of the assets ofsuch Person is not 

- 43 -

less than the amount that will be required to pay the probable liability of suchPerson on its debts as they become absolute and matured, (c) such Person doesnot intend to, and does not believe that it will, incur debts and liabilitiesbeyond such Person's ability to pay as such debts and liabilities mature,(d) such Person is not engaged in a business or a transaction, and is not aboutto engage in a business or a transaction, for which such Person's Property wouldconstitute an unreasonably small capital and (e) such Person is able to pay itsdebts as they become due and payable.

''**Sponsors**'' means Bain, Beaudier and Caisse.

''**Stockholders Agreement**'' means the Unanimous ShareholdersAgreement dated as of the Closing Date, among J.A. Bombardier (J.A.B.) Inc., theCanadian Borrower and the Investors, as the same may be amended or modified fromtime to time as permitted by this Agreement.

''**Subordinated Debt**'' means Indebtedness of any Company thatis contractually subordinated to any other Indebtedness of such Company.

''**Subscription Agreements**'' means each of the InstitutionalInvestor Share Subscription Agreements dated as of the Closing Date between J.A.Bombardier (J.A.B.) Inc. and each Investor, as amended or modified from time totime as permitted by this Agreement.

''**Subsidiary**'' means, with respect to any Person, anycorporation, partnership or other entity of which at least a majority of thesecurities or other ownership interests having by the terms thereof ordinaryvoting power to elect a majority of the board of directors or other personsperforming similar functions of such corporation, partnership or other entity(irrespective of whether or not at the time securities or other ownershipinterests of any other class or classes of such corporation, partnership orother entity shall have or might have voting power by reason of the happening ofany contingency) is at the time directly or indirectly owned or controlled bysuch Person and/or one or more Subsidiaries of such Person.  Unless the contextclearly requires otherwise, all references to any Subsidiary shall mean aSubsidiary of the Canadian Borrower.  All references to any Subsidiary of theCanadian Borrower on or after the Effective Date shall include all those Personswhich became Subsidiaries of the Canadian Borrower upon consummation of the BRPAcquisition and at any time thereafter.

''**Succeeding Holdco**'' has the meaning set forth in thedefinition of ''Holdco''. 

''**Surety Instruments**'' means all letters of credit(including standby and commercial), bankers' acceptances, bank guarantees,surety bonds and similar instruments.

''**Survey**'' means a survey of any Mortgaged Real Property(and all improvements thereon):  (i) prepared by a surveyor or engineer licensedto perform surveys in the state, province or country where such Mortgaged RealProperty is located, (ii) dated (or redated) not earlier than six months priorto the date of delivery thereof unless there shall have occurred within the sixmonths prior to such date (or such earlier date as shall be reasonablyacceptable to the Global Transaction Coordinator) of delivery any materialexterior construction on the site of such Mortgaged Real Property, in whichevent such survey shall be dated (or redated) after the completion of suchconstruction or if such construction shall not have been completed as of suchdate of delivery, not earlier than 20 days prior to such date of delivery,(iii) certified by the surveyor (in a manner reasonably acceptable to the GlobalTransaction Coordinator) to the Administrative Agent and the Title Company, and(iv) in the case of each Mortgaged Real Property located in the United States,complying in all material respects with the minimum detail requirements of theAmerican Land Title Association as such requirements are in effect on the dateof preparation of such survey; provided, however, that such surveyis in a form sufficient for the Title Company to remove all standard surveyexceptions from the title insurance policy (or commitment) and issue a 

- 44 -

survey and comprehensive endorsement with respect to such Mortgaged RealProperty and, in the case of each Mortgaged Real Property located outside of theUnited States, in form and substance reasonably acceptable to the GlobalTransaction Coordinator.

''**Swingline Facilities**'' means, collectively, the Canadian Swingline Facility and the U.S. SwinglineFacility, and ''**Swingline Facility**''means any one of them.

''**Swingline Facility Lenders**'' means, collectively, theCanadian Swingline Facility Lender and the U.S. Swingline Facility Lender, and''**SwinglineFacility Lender**'' means any one of them.

''**Synthetic Lease**'' means, as to any Person, any lease orsimilar arrangement (including leases that may be terminated by the lessee atany time) of any Property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of theProperty so leased for any U.S., Canadian or other federal income tax purposes,other than any such lease under which such Person is the lessor.

''**Taking**''****means a taking or voluntary conveyancesince the Effective Date of all or part of any Mortgaged Real Property, or anyinterest therein or right accruing thereto or use thereof, as the result of, orin settlement of, any condemnation, expropriation or other eminent domainproceeding by any Governmental Authority affecting any Mortgaged Real Propertyor any portion thereof, whether or not the same shall have actually beencommenced.

''**Taxes**'' means all present and future taxes, charges, fees,levies, imposts and other assessments imposed by any Governmental Authority,whether disputed or not, including, without limitations, all income, sales, use,goods and services, value added, capital, capital gains, alternative, net worth,transfer, profits, withholding, payroll, employer health, excise, real propertyand personal property taxes, and any other taxes, customs duties, fees,assessments or similar charges in the nature of a tax including Canada PensionPlan and provincial pension plan contributions, unemployment insurance,employment insurance payments and workers' compensation premiums, in each casetogether with any installments or estimated payments with respect thereto, andany interest, fines and penalties with respect thereto.

''**Term Loan Maturity Date**'' means January 31, 2011 or, ifsuch date is not a Business Day, the next succeeding Business Day.

''**Test Date**'' means for any financial maintenance covenantset forth in Section 7.17, the last day of each Quarter of the Canadian Borrowerincluded in any period set forth in the table for such financial maintenancecovenant.

''**Title Company**'' means First American Title InsuranceCompany or such other title insurance or abstract company as shall be designatedby the Administrative Agent.

''**Total Debt**'' means, at any date:

(a)

the aggregate amount of Indebtedness (excluding Loans and Lettersof Credit outstanding under the Revolving Facilities and excluding amountsoutstanding under other revolving lines of credit permitted under clauses (j)and (n) of the definition of ''Permitted Indebtedness'') as reflected on thebalance sheet of the Consolidated Companies at such date determined on aconsolidated basis in conformity with GAAP, plus

- 45 -

                (b)

the sum (which shall not be less than zero) of (i)  the averagemonthly balance of the Loans outstanding under the Revolving Facilities andamounts outstanding under other revolving lines of credit permitted underclauses (j) and (n) of the definition of ''Permitted Indebtedness'') during thefour Quarters most recently ended prior to such date, minus (ii) theaverage monthly balance of unrestricted cash and Cash Equivalents of theConsolidated Companies during the four Quarters most recently ended prior tosuch date.

For dates for which the Quarter ended April 30, 2004 is theQuarter most recently ended, amounts calculated under clause (b) shall bemeasured over the Quarter ended April 30, 2004.  For dates for which the Quarterended July 31, 2004 or October 31, 2004 is the Quarter most recently ended,amounts calculated under clause (b) shall be measured over the two Quartersended July 31, 2004.

''**Total Leverage Ratio**'' means, for any Test Date, the ratioof (x) Total Debt (excluding any Pushdown Holdco Debt) at such Test Date to(y) Consolidated EBITDA for the four Quarters ending on such Test Date.

''**Total Pushdown Debt Leverage Ratio**'' means, for any TestDate, the ratio of (x) Total Debt (including Pushdown Holdco Debt, if any) atsuch Test Date to (y) Consolidated EBITDA for the four Quarters ending on suchTest Date.

''**Transaction Documents**'' means the BRP AcquisitionAgreement, the documents giving effect to the Equity Financing, the EscrowAgreement, all documents relating to the Senior Subordinated Notes, thedocuments giving effect to the Preferred Stock Financing, this Agreement and theother Credit Documents and in each case all documents related thereto and allexhibits, appendices, schedules and annexes to any thereof.

''**Transactions**'' means, collectively, the BRP Acquisition,the Equity Financing, the entering into and deposit of funds pursuant to theEscrow Agreement, the Preferred Stock Financing, the offering of the SeniorSubordinated Notes and the entering into of this Agreement and the other CreditDocuments and the Extensions of Credit hereunder.

''**Transferee**'' has the meaning set forth in Section 3.17.

''**Transition Costs**'' means any severance, relocation,restructuring and other acquisition or transaction-related costs incurred inconnection with or as a consequence of the BRP Acquisition during the fiscalyears ending January 31, 2004 and January 31, 2005, in an aggregate amount notto exceed Cdn$15.0 million.

''**UCC**'' means the *Uniform Commercial Code* as ineffect in the State of New York provided, however, that if byreason of mandatory provisions of law, any or all of the attachment, perfectionor priority of the Administrative Agent's and the Secured Parties' securityinterest in any item or portion of the Collateral is governed by the UniformCommercial Code as in effect in a jurisdiction other than the State of New York,the term ''UCC'' shall mean the Uniform Commercial Code as in effect on the datehereof in such other jurisdiction for purposes of the provisions hereof relatingto such attachment, perfection or priority and for purposes of definitionsrelating to such provisions.

''**UCP**'' has the meaning set forth in Section 2.11(f).

''**U.S. Base Rate**'' means, at any time, the rate per annumequal to the greater of (i) the Federal Funds Rate then in effect plus 100basis points and (ii) the variable rate of interest per annum, expressedon the basis of a 365- or 366-day year, as the case may be, established orquoted from time to 

- 46 -

time by the Administrative Agent as thecorporate base rate of interest then in effect for determining interest rates onU.S. Dollar-denominated commercial loans made by it in Canada, and referred toby it as its ''U.S. corporate base rate.''  If for any reason the AdministrativeAgent shall have determined (which determination shall be conclusive absentmanifest error) that it is unable after due inquiry to ascertain the FederalFunds Rate for any reason, the U.S. Base Rate shall be determined by theAdministrative Agent without regard to clause (i) of the first sentence of thisdefinition until the circumstances giving rise to such inability no longerexist.  The U.S. corporate base rate is not necessarily the lowest rate chargedby the Administrative Agent to its customers.

''**U.S. Base Rate Loan**''****means a Loan bearing interestat a rate determined by reference to the U.S. Base Rate.

''**U.S. Dollars**'' and ''**US$**'' mean dollars in lawfulcurrency of the United States of America.

''**U.S. Obligor**'' means any Obligor incorporated under thelaws of the United States or any state thereof.

''**U.S. Payment Branch**'' has the meaning set forth in thedefinition of ''Relevant Payment Branch.''

''**U.S. Perfection Certificate**'' means a certificatesubstantially in the form of **Exhibit L-2**.

''**U.S. Prime Rate**'' means, at any time, the rate perannum equal to the greater of (i) the Federal Funds Rate then in effectplus 50****basis points and (ii) the variable rate of interest perannum, expressed on the basis of a 365- or 366-day year, as the case may be,established or quoted from time to time by the Administrative Agent as thereference rate of interest then in effect for determining interest rates on U.S.Dollar-denominated commercial loans made by it in the United States of America,and referred to by it as its ''U.S. prime rate.''  If for any reason theAdministrative Agent shall have determined (which determination shall beconclusive absent manifest error) that it is unable after due inquiry toascertain the Federal Funds Rate for any reason, the U.S. Prime Rate shall bedetermined by the Administrative Agent without regard to clause (i) of the firstsentence of this definition until the circumstances giving rise to suchinability no longer exist.  The prime rate is not necessarily the lowest ratecharged by the Administrative Agent to its customers.

''**U.S. Prime Rate Loan**''****means a Loan bearinginterest at a rate determined by reference to the U.S. Prime Rate.

''**U.S. Revolving Borrower**''****means BRP (USA) Inc. andits successors and permitted assigns.

''**U.S. Revolving Commitment**'' means, for each U.S. RevolvingLender, the amount identified as its U.S. Revolving Commitment (including,without duplication, its U.S. Swingline Facility Commitment in respect of suchFacility, if any) on **Schedule 1.1** or on the execution pages of theOriginal Credit Agreement, or both, or in an Assignment Agreement executed anddelivered by such U.S. Revolving Lender, as such amount shall be reduced as aresult of any assignment made by such U.S. Revolving Lender in accordance withthe provisions of Section 11.3(b) or as a result of any permanent reduction inthe amount thereof pursuant to Sections 2.7, 2.8, 3.6, 3.7 and 3.8.

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                               ''**U.S. Revolving Committed Amount**'' means, at any time, theaggregate amount of the U.S. Revolving Commitments at such time; providedthat the aggregate amount of the U.S. Revolving Committed Amount shall notexceed the US$ Equivalent Amount of Cdn$50.0 million or such lesser amount towhich such sum shall then have been permanently reduced pursuant toSections 2.7, 2.8, 3.6, 3.7 and 3.8.

''**U.S. Revolving Facility**'' means, at any time, that certainrevolving loan facility in the principal amount equal to the U.S. RevolvingCommitted Amount from time to time established by the U.S. Revolving Lenders in favor of the U.S. Revolving Borrower pursuant to Section 2.1(a).

''**U.S. Revolving Lenders**'' means, collectively, each Personidentified as a ''U.S. Revolving Lender'' on **Schedule 1.1** or on theexecution pages of the Original Credit Agreement, or both, each acting throughits lending office set forth in **Schedule 1.1** or such other lendingoffice as such Person may specify in accordance with Section 11.1, and anyPerson who becomes a U.S. Revolving Lender by way of assignment in accordancewith Section 11.3(b), together with such Person's successors and permittedassigns (each, individually, a ''**U.S. Revolving Lender**'').

''**U.S. Revolving Outstanding Amount**'' has the meaning setforth in Section 2.4(e)(ii).

''**U.S. Revolving Unused Commitment**'' means, at any time, theamount by which (i) the then U.S. Revolving Committed Amount exceeds (ii) thethen U.S. Revolving Outstanding Amount.

''**U.S. Securities Act**'' means the U.S. Securities Act of1933 and the rules and regulations promulgated thereunder as amended or replacedfrom time to time.

''**U.S. Security Agreement**'' means a general securityagreement substantially in the form of **Exhibit D-2** or such other form ofgeneral security agreement or other instrument charging personal property asLead Arrangers' Counsel may approve.

''**U.S. Security Documents**''****has the meaning set forthin Section 4.2(m)(i) of the Original Credit Agreement and shall also include thedocuments identified in Section 4.3(g)(iii).

''**U.S. Swingline Facility**'' means, in respect of the U.S.Revolving Facility, a separate short term revolving line of credit not greaterthan the U.S. Swingline Maximum Amount (or the Equivalent Amount in U.S. Dollarsor Euros) provided to the U.S. Borrower by the U.S. Swingline Facility Lender,which shall form part of such Lender's U.S. Revolving Commitment.

''**U.S. Swingline Facility Commitment**'' means the amountidentified as the U.S. Swingline Facility Commitment of the U.S. SwinglineFacility Lender in **Schedule 1.1** or the execution pages of the OriginalCredit Agreement, or both.

''**U.S. Swingline Facility Lender**'' initially means RoyalBank of Canada (or any successor thereto), as maker of revolving Loans under theU.S. Swingline Facility.

''**U.S. Swingline Maximum Amount**'' means, at any time, theamount in U.S. Dollars specified on the execution page of the Original CreditAgreement for the Swingline Facility Lender or on **Schedule 1.1** or both.

''**Utility Vehicle Segment**'' means the portion of thebusiness of the Consolidated Companies relating to (i) the manufacturing,selling, distributing, developing or marketing of specialized 

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tracked vehicles for snow removal orgrooming and rough terrain transport equipment and (ii) the sale of relatedparts and accessories and products under research and/or development.

''**Wholly Owned Subsidiary**'' means, with respect to anyPerson, a Subsidiary of such Person all of the outstanding Equity Interests ofwhich (other than (x) director's qualifying shares, (y) shares issued to foreignnationals to the extent required by applicable law and (z) Equity Interestsissued to a Person other than the Canadian Borrower or a Wholly Owned Subsidiaryof the Canadian Borrower in connection with a Permitted Receivables Facility forthe purpose of establishing independence and not in order to provide substantiveeconomic or controlling voting interests to such Person) shall at the time beowned by such Person and/or by one or more Wholly Owned Subsidiaries of suchPerson.

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

''**Working Capital**'' means an amount determined for theConsolidated Companies equal to the sum of all current assets (other than cashand Cash Equivalents and current deferred tax assets) less the sum of allcurrent liabilities (other than the current portion of long-term Indebtednessand current deferred tax liabilities).

1.2**       Computation of Time Periods and Other Definitional Provisions.**
For purposes of computation of periods of time hereunder, theword ''from'' means ''from and including'' and the words ''to'' and ''until'' each mean''to but excluding.''  References in this Agreement to any ''Article,'' ''Section'' or''Schedule'' shall be to an Article, Section or Schedule of or to this Agreementunless otherwise specifically provided.  Defined terms used herein shall includein the singular number the plural and in the plural the singular.  Any referencein this Agreement to ''include,'' ''includes'' and ''including'' shall be deemed to befollowed by the phrase ''without limitation.''  Any reference in this Agreement toany particular gender shall include, where the context permits or requires, eachof the genders.  Any reference in this Agreement to ''herein,''''hereunder,'' ''hereof,'' ''hereto'' or other similar expressions shall be construed as areference to this Agreement and (unless the context otherwise requires) not toany particular Article, Section or Schedule of or to this Agreement.

For purposes of calculating amounts hereunder, amounts incurrencies other than Cdn$ or US$ shall be converted to the Equivalent Amount ofCdn$ or US$, as applicable, to the extent required by the context.

1.3**       Accounting Terms.**
Except as otherwise expressly provided herein, all accountingterms used herein shall be interpreted, and all financial statements andcertificates and reports as to financial matters required to be delivered to theLenders hereunder shall be prepared, in accordance with GAAP.  All calculationsmade for the purposes of determining compliance with this Agreement shall(except as otherwise expressly provided herein) be made in accordance with GAAPapplied on a basis consistent with the then most recent annual or quarterlyfinancial statements delivered pursuant to Section 6.1 (or, prior to thedelivery of the first financial statements pursuant to Section 6.1, consistentwith the financial statements delivered pursuant to Section 4.2(a)(vi) of theOriginal Credit Agreement); provided, however, that if theCanadian Borrower notifies the Administrative Agent that the Borrowers wish toamend any covenant in Section 7.17 or any related definition to eliminate theeffect of any change in GAAP occurring after the Effective Date on the operationof such covenant and if the Majority Lenders agree in writing (or if theAdministrative Agent notifies the Borrowers that the Majority Lenders wish toamend Section 7.17 or any related definition 

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for such purpose), then compliance with such covenant shall be determined on thebasis of GAAP in effect immediately before the relevant change in GAAP becameeffective, until either such notice is withdrawn or such covenant is amended ina manner satisfactory to the Borrowers and the Majority Lenders.

**ARTICLE 2CREDIT FACILITY**

**2.1         Revolving Loan Commitments. **
Subject to the terms and conditions set forth in this Agreement:

(a)

U.S. Revolving Commitment.  EachU.S. Revolving Lender severally agrees to make revolving Loans in U.S. Dollarsavailable to and, in the case of the U.S. Swingline Facility Lenders, to makerevolving Loans under the U.S. Swingline Facility to, and in the case of theIssuing Lender under the U.S. Revolving Facility, to issue Letters of Credit onbehalf of, the U.S. Revolving Borrower under the U.S. Revolving Facility at anytime and from time to time from the Closing Date to the date that is oneBusiness Day prior to the Revolving Loan Maturity Date in accordance with theU.S. Revolving Commitment of each such U.S. Revolving Lender.

(b)

Canadian Revolving Commitment.  EachCanadian Revolving Lender severally agrees to make revolving Loans in CanadianDollars, U.S. Dollars or Euros available to, and, in the case of the CanadianSwingline Facility Lender, to make revolving Loans under the Canadian SwinglineFacility to, and in the case of the Issuing Lender under the Canadian RevolvingFacility, to issue Letters of Credit on behalf of, the Canadian Borrower underthe Canadian Revolving Facility at any time and from time to time from theClosing Date to the date that is one Business Day prior to the Revolving LoanMaturity Date in accordance with the Canadian Revolving Commitment of each suchCanadian Revolving Lender.

**2.2         Term Loan Commitments. **
Subject to the terms and conditions set forth in this Agreement,each New Term Lender severally agrees to make Loans in U.S. Dollars available tothe Canadian Borrower under the New Term Facility on the Amendment EffectiveDate in accordance with the New Term Commitment of such New Term Lender.

2.2A**       Incremental Credit  Extensions. **
The Canadian Borrower may at any time or from time to time afterthe Amendment Effective Date, by written notice to the Administrative Agent(whereupon the Administrative Agent shall promptly deliver a copy to each of theLenders), request one or more additional tranches of U.S. Dollar-denominatedterm loans (the ''**Incremental Term Loans**'') so long as both at the time ofany such request and upon the effectiveness of any Incremental Amendmentreferred to below, no Default or Event of Default shall exist, and so long as atthe time that any such Incremental Term Loan is made (and after giving effectthereto and to the application of proceeds thereof) no Default or Event ofDefault shall exist and the Canadian Borrower shall be in compliance withSection 7.17 on a pro forma basis on the last day of the most recently completedQuarter as if such Incremental Term Loans had been outstanding on the last dayof such Quarter.  Each tranche of Incremental Term Loans shall be in anaggregate principal amount of not less than US$5,000,000.  Notwithstandinganything to the contrary herein, the aggregate amount of the Incremental TermLoans shall not exceed US$100,000,000.  The Incremental Term Loans 

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                (a)

shall rank pari passu in right of payment with, and shallbenefit equally and ratably with respect to Guarantees and security with theLoans under, the New Term Facility, 

(b)

shall not mature earlier than the Term Loan Maturity Date (butmay have nominal amortization prior to such date so long as the weighted averagelife to maturity of the Incremental Term Loans is no shorter than the weightedaverage life to maturity of the then-remaining Loans under the New TermFacility),

(c)

except as set forth in clauses (a), (b) and (d), shall have termsand conditions substantially the same as (and in any event no more favorablethan) those applicable to the Loans under the New Term Facility (in each case,including with respect to sharing of mandatory and voluntary prepayments), and

(d)

shall not provide for any repayments pursuant to Section 3.7 inexcess of 25% of the initial aggregate principal amount thereof prior to thefirst day after the fifth anniversary of the incurrence thereof.

Notwithstanding clauses (a), (b) and (c) above, (i) the terms andconditions applicable to Incremental Term Loans maturing after the Term LoanMaturity Date may provide for material additional or different financial orother covenants or prepayment requirements applicable only during periods afterthe Term Loan Maturity Date and (ii) if the interest rate for the IncrementalTerm Loans shall at any time be higher than the then-applicable interest ratewith respect to the Loans under the New Term Facility plus 25 basis points, thenthe Applicable Margin with respect to the Loans under the New Term Facilityshall automatically increase (without any further action required to be taken byany party) to result in an interest rate applicable to the Loans under the NewTerm Facility no lower than the interest rate then applicable to the IncrementalTerm Loans minus 25 basis points.

Each notice from the Canadian Borrower pursuant to this Section2.2A shall set forth the requested amount and proposed terms of the relevantIncremental Term Loans.  Incremental Term Loans may be made by any existingLender (and each existing New Term Lender shall have the right to make a portionof any Incremental Term Loan on terms permitted in this Section 2.2A andotherwise on terms reasonably acceptable to the Administrative Agent); provided that the Administrative Agent shall have consented (such consentnot to be unreasonably withheld, delayed or conditioned) to such Lender's makingsuch Incremental Term Loans if such consent would be required under Section 11.3for an assignment of Loans to such Lender.  Each existing Lender shall, bynotice to the Canadian Borrower and the Administrative Agent given not laterthan ten days after the date of the Administrative Agent's notice deliveredpursuant to the first sentence of this Section 2.2A, either agree to make aportion of any Incremental Term Loan or decline to do so (and any existingLender that does not deliver such notice within such period of ten days shall bedeemed to have declined to do so).  In the event that on the tenth day after theAdministrative Agent shall have delivered the notice pursuant to the firstsentence of this Section 2.2A the existing Lenders shall have agreed pursuant tothe preceding sentence to make Incremental Term Loans in an aggregate amountthat is less than the amount requested by the Canadian Borrower, the IncrementalTerm Loans may be made by any other Eligible Person (any such other EligiblePerson being called an ''**Additional Lender**'') so long as theAdministrative Agent shall have consented (such consent not to be unreasonablywithheld, delayed or conditioned) to such Additional Lender's making suchIncremental Term Loans if such consent would be required under Section 11.3 foran assignment of Loans to such Additional Lender.  Commitments in respect ofIncremental Term Loans shall become Commitments under this Agreement pursuant toan amendment (an ''**Incremental Amendment**'') to this Agreement and, as appropriate, the otherCredit Documents, executed by Holdco, the Canadian Borrower, each Guarantor,each Lender agreeing to provide such Commitment, if any, each Additional Lender,if any, and the Administrative Agent.  The Incremental Amendment may, withoutthe consent of any other Lender, effect 

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such amendments to this Agreement and the other Credit Documents as may benecessary or appropriate, in the reasonable opinion of the Administrative Agent,to effect the provisions of this Section 2.2A (including changes to theprovisions of this Section 2.2A and the definition of ''Majority Lenders'').  Inno event shall any such agreement (i) effect any change described in clauses (a)through (i) of Section 11.6 without the consent of each person required toconsent to such change under such clause (it being agreed, however, that anyIncremental Term Loans or the establishment of any Class of Term Loans will not,of itself, be deemed to effect any of the changes described in clauses (f) and(g) of Section 11.6), (ii) amend this Agreement to establish any affirmative ornegative covenant, Event of Default or remedy that by its terms benefits one ormore Facilities, but not all Facilities, of Loans without the prior writtenconsent of Lenders holding a majority in interest of the Loans and Commitmentsof each Facility not so benefited or (iii) change any other provision of thisAgreement or any other Credit Document that creates rights in favor of Lendersholding Loans or Commitments of any existing Facility, other than as necessaryor advisable in the judgment of the Administrative Agent to cause such provisionto take into account, or to make the benefits of such provisions available to,Lenders holding Incremental Term Loans in accordance with the terms set forthherein.  The effectiveness of any Incremental Amendment shall be subject to thesatisfaction on the date thereof (each, an ''**Incremental Facility Closing Date**'')of each of the conditions set forth in Section 4.3B (it being understood thatall references to ''the date of such Extension of Credit'' or similar language insuch Section 4.3B shall be deemed to refer to the closing date of suchIncremental Amendment) and such other conditions as the parties thereto shallagree.  Subject to the minimum principal amount requirements specified above inthis Section 2.2A, no more than five Incremental Facility Closing Dates may beselected by the Canadian Borrower.  The Canadian Borrower shall use the proceedsof the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans unless it soagrees.

**2.3         Availability. **
(a)

U.S. Revolving Facility.  The U.S.Revolving Facility shall be available to the U.S. Revolving Borrower from theU.S. Revolving Lenders as follows:

(i)

by way of Loans each in a minimum amount of the lesser of(A) US$1.0 million and (B) the amount then remaining under the U.S. RevolvingCommitted Amount and (if applicable) in integral multiples of US$250,000 inexcess thereof, in U.S. Dollars by way of U.S. Prime Rate Loans;

(ii)

by way of Loans each in a minimum amount of the lesser of(A) US$2.5 million and (B) the amount then remaining under the U.S. RevolvingCommitted Amount and (if applicable) in integral multiples of US$500,000 inexcess thereof, in U.S. Dollars by way of LIBOR Loans;

(iii)

by way of Letters of Credit issued by the relevant Issuing Lenderunder the U.S. Revolving Commitment in accordance with Section 2.11; and 

(iv)

by way of Loans from the U.S. Swingline Facility Lender under theU.S. Swingline Facility in accordance with Section 2.12.

(b)

Canadian Revolving Facility.  TheCanadian Revolving Facility shall be available to the Canadian Borrower from theCanadian Revolving Lenders as follows:

(i)

by way of Loans each in a minimum amount of the lesser of(A) Cdn$1.0 million and (B) the amount then remaining under the CanadianRevolving Committed Amount and (if 

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  applicable) in integral  multiples of Cdn$250,000 in excess thereof in Canadian Dollars by way of  Canadian Prime Rate Loans;

(ii)

by way of Loans in a minimum amount of the lesser of (A) Cdn$2.5million and (B) the amount then remaining under the Canadian Revolving CommittedAmount and (if applicable) in integral multiples of Cdn$500,000 in excessthereof in Canadian Dollars by way of Bankers' Acceptance Loans;

(iii)

by way of Loans each in a minimum amount of the lesser of US$2.5million and the U.S. Dollar Equivalent Amount then remaining under the CanadianRevolving Committed Amount and (if applicable) in integral multiples ofUS$500,000 in excess thereof in U.S. Dollars by way of LIBOR Loans and by way ofLoans in a minimum amount of US$1.0 million and the U.S. Dollar EquivalentAmount then remaining under the Canadian Revolving Committed Amount and (ifapplicable) in integral multiples of US$250,000 in excess thereof in U.S.Dollars by way of U.S. Base Rate Loans;

(iv)

by way of Loans each in a minimum amount of the lesser of €2.5million and the Euro Equivalent Amount then remaining under the CanadianRevolving Committed Amount and (if applicable) in integral multiples of €500,000in excess thereof in Euros by way of EUROLIBOR Loans;

(v)

by way of Letters of Credit issued by the relevant Issuing Lenderunder the Canadian Revolving Commitment in accordance with Section 2.11; and

(vi)

by way of Loans from the Canadian Swingline Facility Lender underthe Canadian Swingline Facility in accordance with Section 2.12.

(c)

New Term Facility.  The New TermFacility shall be available to the Canadian Borrower from the New Term Lendersby way of Loans in an amount up to the New Term Committed Amount in U.S. Dollarsby way of U.S. Prime Rate Loans (or U.S. Base Rate Loans for any Canadian Lenderwhose lending office is located in Canada) or LIBOR Loans.

**2.4         Method of Borrowing. **
(a)

Each Extension of Credit may be requested by an irrevocableNotice of Borrowing, executed by the Borrower requesting such Extension ofCredit and delivered to the Administrative Agent within the time limitsspecified in Section 2.4(b), setting forth (i) the type of Loan requested,(ii) the amount requested, (iii) with respect to Loans that will be LIBOR Loans,EUROLIBOR Loans or Bankers' Acceptance Loans, the Interest Period applicablethereto, (iv) whether such Loan will be denominated in Canadian Dollars, U.S.Dollars or Euros and (v) a certification that the Relevant Borrower has compliedin all respects with the applicable provisions of Article 4.  Alternatively, anExtension of Credit may be requested verbally by the applicable Borrower to theAdministrative Agent within such time limits so long as such verbal notice isfollowed by delivery of the irrevocable Notice of Borrowing as described in thepreceding sentence on the same Business Day at or before 3:00 p.m. (New YorkCity time).

(b)

Each Notice of Borrowing (other than an Extension of Credit undera Swingline Facility) shall be delivered not later than (i) 11:00 a.m. (New YorkCity time) on the Business Day immediately prior to the relevant Extension Datein the case of any U.S. Prime Rate Loan, U.S. Base Rate Loan or Canadian PrimeRate Loan, in respect of any such Loan in an amount equal to or less thanUS$25.0 million (in the case of any U.S. Prime Rate Loan or U.S. Base RateLoan), or Cdn$25.0 million (in the 

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case of any Canadian Prime Rate Loan)or two (2) Business Days prior to such Extension Date for any such Loan inexcess of any such amount or in the case of Bankers' Acceptance Loans and(ii) 11:00 a.m. (New York City time) on the third Business Day prior to therelevant Extension Date in the case of any LIBOR Loan or EUROLIBOR Loan.

(c)

The Canadian Revolving Facility and U.S. Revolving Facility shalleach be a revolving credit facility, and the Canadian Borrower and the U.S.Revolving Borrower may borrow, repay and reborrow under the Relevant Facility,as applicable, subject to the terms of this Agreement, at any time prior to thefirst Business Day prior to the Revolving Loan Maturity Date, the CanadianBorrower shall have the right to convert Loans under the Canadian RevolvingFacility from one currency to another, subject to the terms of this Agreement,including Section 3.2(e).  Each Revolving Facility shall terminate on theRevolving Loan Maturity Date.

(d)

The New Term Facility shall be a non-revolving credit facility,and the Canadian Borrower may borrow under the New Term Facility only on theAmendment Effective Date.  Once amounts outstanding under the New Term Facilityare repaid, whether pursuant to mandatory repayments or voluntary prepaymentsmade under this Agreement or otherwise, they may not be reborrowed.  The NewTerm Facility shall terminate on the Term Loan Maturity Date.

(e)

A Borrower shall not be entitled to or receive an Extension ofCredit under the Relevant Facility if:

(i)

in the case of the Canadian Revolving Facility and subject to thelast sentence of this clause (e), the sum of (A) the aggregate principal amountof all Canadian Prime Rate Loans, the aggregate Face Amount of all Bankers'Acceptance Loans, all L/C Obligations thereunder, and amounts outstanding underthe Canadian Swingline Facility, plus (B) the Equivalent Amount expressedin Canadian Dollars of the aggregate principal amount of all U.S. Base RateLoans, U.S. Prime Rate Loans, LIBOR Loans and EUROLIBOR Loans then outstandingunder the Canadian Revolving Facility (collectively, the ''**Canadian RevolvingOutstanding Amount**''), plus (C) the aggregate principal amount ofIndebtedness outstanding pursuant to clause (n) of the definition of ''PermittedIndebtedness'' plus (D) the amount of the Extension of Credit requested orintended to be requested by the Canadian Borrower pursuant to the applicableNotice of Borrowing, would exceed the Canadian Revolving Committed Amount;

(ii)

in the case of the U.S. Revolving Facility and subject to thelast sentence of this clause (e), the sum of (A) the aggregate principal amountof all U.S. Prime Rate Loans, U.S. Base Rate Loans and all LIBOR Loans, all L/CObligations thereunder, and amounts outstanding under the U.S. SwinglineFacility (collectively, the ''**U.S. Revolving Outstanding Amount**''), plus(B) the amount of the Extension of Credit requested or intended to be requestedby the U.S. Revolving Borrower pursuant to the applicable Notice of Borrowing,would exceed the U.S. Revolving Committed Amount; and

(iii)

in the case of the New Term Facility, the aggregate principalamount of the Extension of Credit requested or intended to be requested by suchBorrower pursuant to the applicable Notice of Borrowing would exceed the NewTerm Committed Amount.

For purposes of clauses (i) and (ii) above, any amounttemporarily prepaid pursuant to Section 3.8(a)(iii) or 3.8(b)(iii) and anyreborrowing for reinvestment or for a Disposition Event Offer or Casualty EventOffer in accordance with Section 3.8(a) or 3.8(b), as applicable, shall bedisregarded.

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**2.5         Funding of Loans. **
(a)

Upon receipt of a Notice of Borrowing, the Administrative Agentshall promptly (and in any event prior to 1:00 pm (New York City time) on thedate such Notice of Borrowing is received by the Administrative Agent) informthe Relevant Lenders as to the terms thereof.  Each Relevant Lender shall makeits Commitment Percentage of the requested Loan available to the AdministrativeAgent by 12:00 noon (New York City time) on the Extension Date specified in theNotice of Borrowing by deposit in the relevant currency of immediately availablefunds to the Relevant Payment Account.  The amount of the requested Loan shallthen be made available to the Relevant Borrower by the Administrative Agent(subject to the other terms and conditions of this Agreement) by crediting theRelevant Borrower's Account to the extent the amount of such Loan is madeavailable to the Administrative Agent.

(b)

No Lender shall be responsible for the failure or delay by anyother Lender in its obligation to make Loans hereunder, and the failure of anyLender to fulfill its obligations hereunder shall not relieve any other Lenderof its obligations hereunder.  Unless the Administrative Agent shall have beennotified by any Relevant Lender prior to the Extension Date of any such Loanthat such Lender does not intend to make available to the Administrative Agentits Commitment Percentage of the Loan to be made on such date, theAdministrative Agent may assume that such Lender has made such amount availableto the Administrative Agent on the Extension Date of such Loan, and theAdministrative Agent, in reliance upon such assumption, may (in its solediscretion but without any obligation to do so) make available to the RelevantBorrower a corresponding amount.  If such corresponding amount is not in factmade available to the Administrative Agent by any Relevant Lender, theAdministrative Agent shall be entitled to recover such corresponding amount fromsuch Relevant Lender.  If such Relevant Lender does not pay such correspondingamount promptly upon the Administrative Agent's demand therefor, theAdministrative Agent shall promptly notify the Relevant Borrower, and theRelevant Borrower shall immediately repay such corresponding amount to theAdministrative Agent.  The Administrative Agent shall also be entitled torecover from the Defaulting Lender or the Relevant Borrower, as the case may be,interest on such corresponding amount in respect of each day from the date suchcorresponding amount was made available by the Administrative Agent to theRelevant Borrower to the date such corresponding amount is recovered by theAdministrative Agent at a rate equal to (a) from the Relevant Borrower, the rateapplicable to such Loan pursuant to the Notice of Borrowing, or (b) from theDefaulting Lender at (i) in the case of any U.S. Dollar obligation, the FederalFunds Rate plus 100 basis points for the period to and including the secondBusiness Day from the commencement of such first mentioned period and thereafterthe U.S. Prime Rate plus 1.0% or the U.S. Base Rate plus 1.0%, as applicable,(ii) in the case of any Canadian Dollar obligation, the Bank of Canada OvernightRate plus 100 basis points for the period to and including the second BusinessDay following the commencement of such period and, thereafter at the CanadianPrime Rate plus 1.0%, and (iii) in the case of any EUROLIBOR Loan, the InterestRate applicable to such Loan plus 1.0%, and in each case otherwise in accordancewith Section 3.11.

**2.6         Bankers' Acceptances. **
(a)

Funding of Bankers' Acceptances.  Ifthe Administrative Agent receives a Notice of Borrowing or a Notice ofContinuation/Conversion requesting a Loan by way of, or a continuation of a Loanunder the Canadian Revolving Facility, as or a conversion of a Loan into, aBankers' Acceptance Loan, the Administrative Agent shall notify each of theCanadian Revolving Lenders prior to 4:00 p.m. (New York City time) on theBusiness Day of receipt of such Notice of Borrowing or Notice ofContinuation/Conversion, as the case may be, of such receipt and of eachCanadian Revolving Lender's Commitment Percentage of such requested Bankers'Acceptance Loan, except that, if the Face Amount of a Bankers' Acceptance whichwould otherwise be accepted by or an Acceptance Note which would otherwise beissued in favor of a Relevant Lender would not be Cdn$100,000 or an integralmultiple thereof, such Face Amount shall be increased or decreased by theAdministrative Agent in its sole discretion to 

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the nearest integral multiple ofCdn$100,000.  Subject to the terms of Section 2.4, this Section 2.6 andArticle 4, each Relevant Lender shall, not later than 12:00 noon (New York Citytime) on the requested Extension Date of such Loan, accept and purchase Bankers'Acceptances drawn by the Canadian Borrower which are presented to it foracceptance, or accept and purchase Acceptance Notes made by such Borrower infavor of such Lender, which have an aggregate Face Amount equal to such Lender'sCommitment Percentage of the total Face Amount of Bankers' Acceptance Loan onsuch date.  With respect to each Bankers' Acceptance Loan (including anycontinuation as, or conversion into, a Bankers' Acceptance Loan), each RelevantLender shall not be required to accept and purchase any Bankers' Acceptance oraccept and purchase any Acceptance Note which has a Face Amount which is not anintegral multiple of Cdn$100,000.  Concurrent with the acceptance and purchaseof a Bankers' Acceptance drawn, or Acceptance Note purchased, as aforesaid, eachRelevant Lender shall make available, subject to Section 2.6(b), to theAdministrative Agent the BA Discount Proceeds with respect to such Bankers'Acceptance or Acceptance Note.  The Administrative Agent shall, subject tofulfillment by the Relevant Borrower of the conditions set out in Article 4 andsubject to Section 2.6(b), make such BA Discount Proceeds available to theRelevant Borrower on the Extension Date of such Loan by crediting the RelevantBorrower's Account.

(b)

Acceptance Fees.  With respect toeach Bankers' Acceptance or Acceptance Note of the Canadian Borrower acceptedpursuant hereto, the Canadian Borrower shall pay, in advance, an acceptance feecalculated by multiplying the Applicable Margin in respect of such Bankers'Acceptance Loan by the Face Amount of such Bankers' Acceptance or the principalamount of such Acceptance Note, as the case may be, and multiplying the productthereby obtained by a fraction, the numerator of which is the number of days inthe Interest Period of such Bankers' Acceptance Loan and the denominator ofwhich is 365.  Such acceptance fees shall be non-refundable and shall be fullyearned upon such acceptance and purchase by the Relevant Lender of such Bankers'Acceptance or Acceptance Note, as the case may be.  Such acceptance fees shallbe paid by the Canadian Borrower by means of the Relevant Lender deducting theamount thereof from the BA Discount Proceeds payable to the Canadian Borrower bysuch Lender upon such acceptance and purchase.

(c)

Safekeeping of Drafts.  The RelevantLenders agree that, in respect of the safekeeping of executed drafts ordepository bills which are delivered to them for acceptance hereunder, theyshall exercise the same degree of care which the Relevant Lenders give to theirown property; provided that the Relevant Lenders shall not be deemed tobe insurers thereof.  To facilitate the drawing of drafts or depository bills bythe Canadian Borrower for acceptance as Bankers' Acceptances hereunder, and themaking by the Canadian Borrower of Acceptance Notes for acceptance by theRelevant Lenders hereunder, the Canadian Borrower hereby irrevocably appointsthe proper officers of each Relevant Lender as its lawful attorneys-in-fact tocomplete, execute and deliver all such drafts and depository bills andAcceptance Notes on behalf and in the name of the Canadian Borrower, and anysuch draft or Acceptance Note so completed, executed and delivered on behalf andin the name of the Canadian Borrower by any such officer or officers of anyRelevant Lender shall be valid, binding and enforceable against the CanadianBorrower to the same extent as if such draft, depository bill or Acceptance Notewas executed and delivered by the proper officers of such Relevant Lender in itsname and on its behalf.  Bankers' Acceptances accepted under this Agreementshall be in the form provided by the Relevant Lender or Relevant Lendersaccepting such Bankers' Acceptances.  The Canadian Borrower recognizes andagrees that all Bankers' Acceptances signed and/or endorsed by a Relevant Lenderon behalf of the Canadian Borrower shall bind the Canadian Borrower as fully andeffectually as if signed in the handwriting of and duly issued by the propersigning officers of the Canadian Borrower.  Each Relevant Lender is herebyauthorized (in accordance with a Notice of Borrowing relating to a Bankers'Acceptance Loan) to issue such Bankers' Acceptances endorsed in blank in suchface amounts as may be determined by such Relevant Lender; provided thatthe aggregate amount thereof is equal to the aggregate amount of Bankers'Acceptances required to be accepted and purchased by such Relevant Lender.  NoRelevant Lender shall be liable 

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for any damage, loss or other claim arising by reason of any loss or improperuse of any such instrument except the gross negligence or willful misconduct ofthe Relevant Lender or its officers, employees, agents or representatives.  EachRelevant Lender shall maintain a record with respect to Bankers' Acceptances (i) receivedby it in blank hereunder, (ii) voided by it for any reason, (iii) accepted andpurchased by it hereunder, and (iv) cancelled at their respective maturities. On request by or on behalf of the Canadian Borrower, a Relevant Lender shallcancel all forms of Bankers' Acceptances which have been pre-signed orpre-endorsed on behalf of the Canadian Borrower and which are held by suchRelevant Lender and are not required to be issued in accordance with theCanadian Borrower's irrevocable notice.  Alternatively, the Canadian Borroweragrees that, at the request of the Administrative Agent, the Canadian Borrowershall deliver to the Administrative Agent a ''depository note'' which complieswith the requirements of the *Depository Bills and Notes Act* (Canada), andconsents to the deposit of any such depository note in the book-based debtclearance system maintained by the Canadian Depository for Securities Limited.

(d)

Execution of Drafts.  Drafts of theCanadian Borrower to be accepted as Bankers' Acceptances hereunder shall besigned as set forth in this Section 2.6.  Notwithstanding that any person whosesignature appears on any Bankers' Acceptance may no longer be an authorizedsignatory for any Relevant Lender or the Canadian Borrower at the date ofissuance of a Bankers' Acceptance, such signature shall nevertheless be validand sufficient for all purposes as if such authority had remained in force atthe time of such issuance and any such Bankers' Acceptance so signed shall bebinding on the Canadian Borrower.

(e)

Sale of Bankers' Acceptances.  EachRelevant Lender may at any time and from time to time hold, sell, rediscount orotherwise dispose of any or all Bankers' Acceptances accepted and purchased byit.

(f)

Payment on Maturity.  The CanadianBorrower shall pay to the Administrative Agent, for the account of the RelevantLenders, on the last day of the Interest Period of any maturing Bankers'Acceptance or Acceptance Note, an amount equal to the Face Amount of suchmaturing Bankers' Acceptance or Acceptance Note, as the case may be; providedthat, subject to Sections 2.10 and 4.3B, the Canadian Borrower may, at itsoption, so pay the Relevant Lenders, in whole or in part, by delivering to theAdministrative Agent no later than the time and Business Day specified inSection 3.6 prior to the last day of the Interest Period of such maturingBankers' Acceptance or Acceptance Note, as the case may be, a Notice ofContinuation/Conversion specifying the next Interest Period of the Bankers'Acceptance and/or Acceptance Note to be accepted and purchased by the RelevantLenders in accordance with the provisions hereof, and presenting or causing tobe presented a draft, depository bill or Acceptance Note to the Relevant Lendersfor acceptance and purchase having, in the case of reimbursement in whole byreplacement Bankers' Acceptances or Acceptance Note, an aggregate Face Amount atleast equal to the aggregate Face Amount of the maturing Bankers' Acceptanceand/or Acceptance Note, together with such amount as is required to repay thematuring Bankers' Acceptance or Acceptance Note in full.  In the event that theCanadian Borrower fails to so deliver a Notice of Continuation/Conversion andfails to make payment to the Administrative Agent on the relevant maturity datein respect of the maturing Bankers' Acceptance Loan, the sum of the aggregateFace Amount of the maturing Bankers' Acceptances and Acceptance Notes comprisingsuch maturing Bankers' Acceptance Loan shall be deemed to be converted to aCanadian Prime Rate Loan on the relevant maturity date and shall thereafter bearinterest as such.

(g)

Waiver of Defenses and Days of Grace. The Canadian Borrower waives presentment for payment and any other defense topayment of any amounts due to a Relevant Lender in respect of a Bankers'Acceptance accepted and purchased by it pursuant to this Agreement which mightexist solely by reason of such Bankers' Acceptance being held, at the maturitythereof, by such Relevant Lender in its own right, and the Canadian Borroweragrees not to claim any days of grace if such Relevant 

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Lender, as holder, sues the CanadianBorrower on the Bankers' Acceptance for payment of the amount payable by theCanadian Borrower thereunder.

(h)

Participations.  If a RelevantLender grants a participation in a portion of its rights under this Agreement toa Participant under Section 11.3(c), then, in respect of any Bankers' AcceptanceLoan, a portion thereof may, at the option of such Relevant Lender, be by way ofBankers' Acceptance accepted by such participant.  In such event, the CanadianBorrower shall, upon the request of the Administrative Agent or the RelevantLender granting the participation, execute and deliver a form of Bankers'Acceptance undertaking in favor of such participant for delivery to suchparticipant.

(i)

Cash Collateral.  If any Event ofDefault shall occur and be continuing, on the Business Day that the RelevantBorrower receives notice from the Administrative Agent or the Majority Lendersdemanding the deposit of cash collateral pursuant to this Section 2.6, theRelevant Borrower shall deposit in the relevant Collateral Account of suchBorrower an amount in cash equal to the face amount of all Bankers' AcceptanceNotes then outstanding; provided that the obligation to deposit such cashcollateral shall become effective immediately, and such deposit shall becomeimmediately due and payable, without demand or other notice of any kind, uponthe occurrence of any Event of Default with respect to the Relevant Borrowerdescribed in Sections 8.1(f)(ii) and 8.1(f)(iii).  Such deposit shall be held bythe Administrative Agent as collateral for the payment and performance of theobligations of the Relevant Borrower in respect of outstanding Bankers'Acceptance Loans under this Agreement.  Moneys deposited in the CollateralAccount pursuant to this Section 2.6(i) shall be applied by the AdministrativeAgent to reimburse the Relevant Lenders for payments made under Bankers'Acceptances for which they have not been reimbursed and, to the extent not soapplied, if the maturity of the Loans has been accelerated (but subject to theconsent of the Majority Lenders), be applied to satisfy other obligations of theRelevant Borrower under this Agreement.  If the Relevant Borrower is required toprovide an amount of cash collateral hereunder as a result of the occurrence ofan Event of Default, such amount (to the extent not applied as aforesaid) shallbe returned to the Relevant Borrower within three Business Days after all Eventsof Default have been cured or waived.

(j)

Special Provisions Relating to Acceptance Notes.

(i)

The Canadian Borrower and each Relevant Lender herebyacknowledges and agrees that certain Relevant Lenders may not be able to or may,as a matter of general corporate policy, elect not to accept drafts ordepository bills as a Bankers' Acceptance, and the Canadian Borrower and eachsuch Relevant Lender agree that any such Relevant Lender shall, in lieu thereof,accept and purchase Acceptance Notes of the Canadian Borrower in accordance withthe provisions of this Section 2.6.

(ii)

In the event that any Relevant Lender referred to inSection 2.6(f) is unable to, or elects as a matter of general corporate policynot to, accept Bankers' Acceptances hereunder, such Relevant Lender shall not berequired to accept such drafts or depository bills hereunder, but rather, if theCanadian Borrower requests the acceptance and purchase of Bankers' Acceptances,the Canadian Borrower shall deliver to such Relevant Lender one or morenon-interest bearing promissory notes (each, an ''**Acceptance Note**'') madeby the Canadian Borrower in favor of such Relevant Lender or to bearer in theform customarily used by such Relevant Lender for such purposes, in an aggregateprincipal amount equal to the Face Amount of such drafts or depository bills andhaving the same maturity as the drafts or depository bills to be accepted asBankers' Acceptances.  The Relevant Lender shall accept and purchase suchAcceptance Notes from the Canadian Borrower at a purchase price equal to the BADiscount Proceeds which would have been applicable if a draft or depository billin such amount and for the same Interest Period had been accepted and purchasedby it as a Bankers' Acceptance hereunder, and such Acceptance Notes shall begoverned by the provisions of this Section 2.6 in the same manner as if theywere Bankers' Acceptances.  The Canadian Borrower hereby irrevocably appointsthe proper officers of each 

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Relevant Lender as its lawful  attorneys-in-fact to execute and deliver all Acceptance Notes on behalf and in  the name of the Canadian Borrower, and any such Acceptance Note so executed  and delivered on behalf and in the name of the Canadian Borrower by any such  officer or officers of any Relevant Lender shall be valid, binding and  enforceable against the Canadian Borrower to the same extent as if such  Acceptance Note was executed and delivered by the proper officers of such  Relevant Lender in its name and on its behalf.  The Canadian Borrower  recognizes and agrees that all Acceptance Notes signed and/or endorsed by a  Relevant Lender on behalf of the Canadian Borrower shall bind the Canadian  Borrower as fully and effectually as if signed in the handwriting of and duly  issued by the proper signing officers of the Canadian Borrower.

(k)

No Market.  If the AdministrativeAgent determines in good faith and acting reasonably and gives notice to theRelevant Lenders and the Canadian Borrower that, by reason of circumstancesaffecting the Canadian money market, there is no market for Bankers'Acceptances, then the right of the Canadian Borrower to request Bankers'Acceptance Loans shall be suspended until the Administrative Agent, actingreasonably and in good faith, determines that the circumstances causing suchsuspension no longer exist and the Administrative Agent so notifies the CanadianBorrower and the Relevant Lender.  In such circumstances, any Notice ofBorrowing requesting a Bankers' Acceptance Loan which is then outstanding shallbe cancelled and the Extension of Credit requested therein shall, at the optionof the Canadian Borrower exercisable by further notice to the AdministrativeAgent, either not be made or be made (subject to the notice requirements inSection 2.4) as a Canadian Prime Rate Loan.

**2.7         Voluntary Reductions of Committed Amount. **
Any Borrower may at any time, upon giving at least five (5)Business Days' prior written notice to the Administrative Agent, cancel in fullor, from time to time, in part, any undrawn portion of any Revolving Facilityand thereby automatically reduce and permanently terminate the Commitment ofeach of the Relevant Lenders in an amount equal to such Lender's CommitmentPercentage of the undrawn portion of the Relevant Facility so cancelled by theRelevant Borrower; provided, however, that:

(a)

any such cancellation in respect of any Facility shall be in aminimum amount of Cdn$1.0 million (or if less, the amount then outstanding) andintegral multiples of Cdn$1.0 million in excess thereof (or the U.S. DollarEquivalent Amount, expressed in U.S. Dollars, of such amounts; and

(b)

any such notice, once given, shall be irrevocable except as theRelevant Lenders may in their discretion otherwise agree.

The Administrative Agent shall immediately notify the RelevantLenders of any such termination of all or any portion of their respectiveCommitments in respect of any Facility.

**2.8         Mandatory Cancellation or Reductions in Committed Amount. **
All Loans under the New Term Facility shall be made on theAmendment Effective Date, after which time all undrawn availability under theNew Term Facility shall be automatically cancelled without the necessity of anyfurther action by any of the parties to this Agreement.

**2.9         Notes and Loan Accounts. **
(a)

The Loans made by each Lender shall, at the request of suchLender, be evidenced by a duly executed Note.  Alternatively or in additionthereto, each Lender may, in accordance with its usual practice, maintain anaccount or accounts in respect of Loans made by it pursuant to its 

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Commitment in respect of any Facility. Any entries made by such Lender on the back of any Note or on any grid appendedthereto and any entries made by any such Lender in maintenance of any suchaccount, with respect to the principal amount of any Loan made by such Lender,any interest accrued thereon and any payments made by the Relevant Borrower inrespect of the outstanding principal amount of any such Loan or any interestaccrued thereon shall, to the extent not inconsistent with the notations made bythe Administrative Agent in the Register and absent manifest error, constituteconclusive evidence of the amount of the Indebtedness, at any particular timeand from time to time, owing by the Relevant Borrower to such Lender in respectof the Relevant Facility.  Notwithstanding the foregoing, the failure by anyLender to obtain any such Note from any Borrower or to maintain any such accountor to make any such entries thereon or therein shall not limit or prejudice anyclaim by such Lender against any such Borrower in respect of such Borrower'sIndebtedness to such Lender hereunder.

(b)

The Administrative Agent, on behalf of each Borrower, shallmaintain at its address referred to in Section 11.1, a copy of each AssignmentAgreement delivered to it and a register (the ''**Register**'') for therecordation of the names and addresses of the Lenders and the Commitment of, andthe principal amount of and interest on the Loan owing to, and the Notesevidencing such Loans owned by, each Lender from time to time.  Failure to makeany recordation, or any error in such recordation, shall not affect anyBorrower's obligation in respect of such Loans.  Notwithstanding anything inthis Agreement to the contrary, the Borrowers, the Administrative Agent and theLenders shall treat each Person whose name is recorded in the Register as theowners of the Loan, the Notes and the Commitments recorded therein for thepurpose of this Agreement.  The entries in the Register shall be conclusive,absent manifest error, and the parties hereto shall treat each person whose nameis recorded in the Register as the owner of an Extension of Credit or otherObligation hereunder as the owner thereof for all purposes of the CreditDocuments, notwithstanding any notice to the contrary.  The Register shall beavailable for inspection by the Borrowers or any Creditor at any reasonable timeand from time to time upon reasonable prior notice.

**2.10         LIBOR Loans and EUROLIBOR Loans. **
(a)

LIBOR Loans in U.S. Dollars and EUROLIBOR Loans in Euros shall beavailable to each Relevant Borrower for borrowing, continuance or conversion inthe minimum principal amounts and integral multiples thereof specified inSection 2.3 for the Interest Periods selected by the Relevant Borrower in theapplicable Notice of Borrowing or Notice of Continuation/Conversion.

(b)

Unless (i) the Lead Arrangers shall be satisfied, in their solediscretion, that the primary syndication of the Facilities has been completed,or (ii) otherwise consented to by the Lead Arrangers in their sole discretion,no Borrower shall be entitled to request, and no Lender shall be required tomake, any Bankers' Acceptance Loan, LIBOR Loan or EUROLIBOR Loan at any time onor before the date that is 30 days after the Closing Date, except that from andafter the fifth Business Day after the Closing Date until the 30th day after theClosing Date, a Borrower shall be entitled to request, and the Lenders shallmake, Bankers' Acceptance Loans, LIBOR Loans and EUROLIBOR Loans with InterestPeriods of 14 days, subject to the other terms and conditions of this Agreement.

(c)

If the Administrative Agent determines that deposits of thenecessary amount in U.S. Dollars or Euros for the applicable Interest Period arenot available in the London interbank market or if for any other reason suchAgent, acting reasonably, is unable to determine the applicable LIBOR orEUROLIBOR, then the relevant LIBOR Loan or EUROLIBOR Loan will not be made, andsuch Agent will notify the Relevant Borrower of such event promptly.  TheAdministrative Agent will discuss with the Relevant Borrower the particularcircumstances and implications of such event.  In the event that suchdetermination is made by the Administrative Agent in the case of a proposedExtension of Credit or continuance of an existing LIBOR Loan or EUROLIBOR Loanor a proposed conversion of another type of

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Loan into a LIBOR Loan or EUROLIBORLoan, the proposed LIBOR Loan or EUROLIBOR Loan will automatically be deemed tobe, in the case of a proposed LIBOR Loan, a U.S. Base Rate Loan (if the RelevantBorrower delivering the Notice of Borrowing or Notice of Continuation/Conversionis the Canadian Borrower), or a U.S. Prime Rate Loan (if the Relevant Borrowerdelivering the Notice of Borrowing or Notice of Continuation/Conversion is theU.S. Revolving Borrower), or in the case of a proposed EUROLIBOR Loan, aCanadian Prime Rate Loan in the Equivalent Amount in Canadian Dollars of theprincipal amount of such proposed EUROLIBOR Loan, and shall thereafter bearinterest as such.

(d)

If a LIBOR Loan to the U.S. Revolving Borrower is neither repaidon the last day of the Interest Period applicable thereto nor converted intoanother type of Loan on such date pursuant to and in accordance withSection 3.2, or if the Administrative Agent has not received a Notice ofContinuation/Conversion specifying the term of the next Interest Period for suchLIBOR Loan in accordance with Section 3.2 on the third Business Day prior to thelast day of the then current Interest Period, then the outstanding LIBOR Loanshall be deemed to be converted, on the last day of the then current InterestPeriod, into a U.S. Prime Rate Loan and shall thereafter bear interest as such.

(e)

If a LIBOR Loan or EUROLIBOR Loan to the Canadian Borrower isneither repaid on the last day of the Interest Period applicable thereto norconverted into another type of Loan on such date pursuant to and in accordancewith Section 3.2, or if the Administrative Agent has not received a Notice ofContinuation/Conversion specifying the term of the next Interest Period for suchLIBOR Loan or EUROLIBOR Loan in accordance with Section 3.2 on the thirdBusiness Day prior to the last day of the then current Interest Period, then theoutstanding LIBOR Loan or EUROLIBOR Loan shall be deemed to be converted, on thelast day of the then current Interest Period, in the case of a LIBOR Loan, intoa U.S. Base Rate Loan, or in the case of a EUROLIBOR Loan, a Canadian Prime RateLoan in the Equivalent Amount in Canadian Dollars of the principal amount ofsuch proposed EUROLIBOR Loan, and shall thereafter bear interest as such.

Except as otherwise provided herein, LIBOR Loans and EUROLIBORLoans shall not be repaid, prepaid or converted into another type of Loan excepton the last day of any Interest Period relating thereto.

**2.11         Letters of Credit. **
(a)

Issuance; Expiry; Purpose.  Subjectto the terms and conditions hereof and of the applicable L/C Documents, if any,and any other terms and conditions that the relevant Issuing Lender mayreasonably require (so long as such terms and conditions do not impose anyfinancial obligation on or require any Lien not otherwise contemplated by thisAgreement and any other Credit Document to be given by any Obligor or conflictwith any obligation of any Obligor under this Agreement or any other CreditDocument), each Issuing Lender agrees that it shall, from time to time uponrequest by the Relevant Borrower in accordance with Section 2.11(c), issue (inrespect of Letters of Credit under the U.S. Revolving Facility) in U.S. Dollarsor (in respect of Letters of Credit under the Canadian Revolving Facility) inCanadian Dollars, U.S. Dollars or Euros, as applicable (subject to the lastsentence of this paragraph), Letters of Credit for the account of the CanadianBorrower or the U.S. Revolving Borrower for their own account or for the accountof any of their Subsidiaries (in which case the Relevant Borrower and suchSubsidiary shall be co-applicants with respect to such Letter of Credit unlessotherwise agreed to by the Issuing Lender; provided that to the extentthe Relevant Borrower is not a co-applicant, it shall remain principally liablewith respect to such Letter of Credit and all related reimbursement obligationspursuant to Section 2.11(d) from the Closing Date until the Business Day priorto the Revolving Loan Maturity Date, in the form established by the relevantIssuing Lender; provided, however, that:

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                       (i)

the sum of the aggregate amount of the L/C Obligations under theU.S. Revolving Facility shall not at any time exceed the lesser of(x) the U.S. Revolving Unused Commitment and (y) US$20.0 million; and

(ii)

the sum of the aggregate amount of the L/C Obligationsdenominated in Canadian Dollars and the Equivalent Amount expressed in CanadianDollars of the L/C Obligations in U.S. Dollars or Euros under the CanadianRevolving Facility shall not at any time exceed the lesser of (x) theCanadian Revolving Unused Commitment and (y) Cdn$100.0 million. 

Promptly after receipt of any request for a Letter of Credit, therelevant Issuing Lender shall confirm with the Administrative Agent (bytelephone or in writing) that the Administrative Agent has received a copy ofsuch request from the Relevant Borrower and, if not, the relevant Issuing Lenderwill provide the Administrative Agent with a copy thereof.  Upon receipt by therelevant Issuing Lender of confirmation from the Administrative Agent that therequested issuance is permitted in accordance with the terms hereof, then,subject to the terms and conditions hereof, the relevant Issuing Lender shall,on the requested date, issue a Letter of Credit for the account of the RelevantBorrower in accordance with the relevant Issuing Lender's usual and customarybusiness practices, and immediately thereupon, each Relevant Lender shall bedeemed to, and irrevocably and unconditionally agrees to, purchase from therelevant Issuing Lender a risk participation in such Letter of Credit in anamount equal to its ratable share of same.  Letters of Credit may, in the solediscretion of the applicable Issuing Lenders, be denominated in currencies otherthan Canadian Dollars, U.S. Dollars or Euros and shall be deemed for allpurposes hereunder to be denominated in the Equivalent Amount of CanadianDollars, such Equivalent Amount to be determined as of the last Business Day ofthe most recently ended month, as of each Extension Date under the CanadianRevolving Facility, as of the applicable expiry date, as of any drawing underclause (b) and as of such other dates as the Administrative Agent shallreasonably require.

The issuance and expiry date of each Letter of Credit shall be aBusiness Day.  Except as otherwise expressly agreed upon by the relevant IssuingLender, no Letter of Credit shall have an original expiry date later than thefirst anniversary of the date of issuance or, upon issuance or as extended,shall have an expiry date later than the Revolving Loan Maturity Date.  EachLetter of Credit shall be either (x) a standby Letter of Credit issued tosupport the obligations, contingent or otherwise, of the Relevant Borrower orany of its Wholly Owned Subsidiaries or (y) a commercial/import/documentaryLetter of Credit in respect of the purchase of goods or services by the RelevantBorrower or any of its Wholly Owned****Subsidiaries in the ordinary courseof business.  Each Letter of Credit shall comply with the related L/C Documents.

(b)

Fees.  Letter of Credit fees shallbe payable for the account of the Relevant Lenders on the daily average undrawnface amount of each Letter of Credit at a rate perannum equal tothe Applicable Margin for LIBOR Loans under the U.S. Revolving Facility (in thecase of Letters of Credit issued under such facility) or under the CanadianRevolving Facility (in the case of Letters of Credit issued under suchfacility), as applicable, in each case as in effect from time to time, whichfees shall be paid on the last Business Day of each Quarter in arrears.  Inaddition, an issuing fee on the face amount of each Letter of Credit equal to0.25% perannum shall be payable to the relevant Issuing Lenderfor its own account, which fee shall be paid on the last Business Day of eachQuarter in arrears.

(c)

Requests and Reports.  The requestfor the issuance of a Letter of Credit shall be made by submitting a writtenrequest, in a form reasonably acceptable to the relevant Issuing Lender at leastfive (5) Business Days prior to the requested date of issuance, with a copy tothe Administrative Agent.  The request shall state (i) the requested date ofissuance, (ii) the amount thereof, (iii) the expiry date thereof, (iv) the nameand address of the beneficiary thereof, (v) the documents to be presented bysuch beneficiary in case of any drawing thereof, (vi) the full text of anycertificate to be presented by such 

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beneficiary in case of any drawingthereunder, and (vii) such other matters as the relevant Issuing Lender mayreasonably require.  The relevant Issuing Lender will, upon issuance of anyLetter of Credit, at least quarterly and more frequently upon request, provideto the Administrative Agent a report specifying the face amounts and terms ofall Letters of Credit issued by such Issuing Lender and which are then issuedand outstanding.

(d)

Reimbursement.  The RelevantBorrower shall reimburse the relevant Issuing Lender, in the currency in whichsuch Letter of Credit is denominated, on the next Business Day succeeding thedrawing under any Letter of Credit either with the proceeds of a Loan obtainedhereunder or otherwise in same day funds as provided herein or in the L/CDocuments.  If:

(i)

the Relevant Borrower shall fail to reimburse the Issuing Lenderas provided hereinabove, or 

(ii)

there occurs an Event of Default when any Letter of Credit isoutstanding, whether or not drawn upon and the Administrative Agent or theMajority Lenders so demands, unless the Relevant Borrower shall promptly notifythe relevant Issuing Lender of its intent to make alternate arrangements withsuch Issuing Lender for payment to such Issuing Lender in immediately availablefunds of an amount sufficient to permit such Issuing Lender to discharge itsliability under each such Letter of Credit (together with an amount equal to allcosts and expenses that such Issuing Lender may incur with respect to each suchLetter of Credit) (the ''**L/C Maximum Amount**''),

then the Relevant Borrower shall be deemed to have requested andto have drawn down a U.S. Base Rate Loan where the Letter of Credit isdenominated in U.S. Dollars and issued under the Canadian Revolving Facility, aU.S. Prime Rate Loan where the Letter of Credit is denominated in U.S. Dollarsand issued under the U.S. Revolving Facility, and a Canadian Prime Rate Loanwhere the Letter of Credit is denominated in Canadian Dollars, Euros or anycurrency, under the Relevant Revolving Facility, in each case in the amount ofthe drawing in the case of (i) above, or in the L/C Maximum Amount, in the caseof (ii) above.  In the case of (i) above the proceeds of such Loan shall be usedto satisfy the Reimbursement Obligations, and in the case of (ii) above theproceeds of such Loan shall be deposited and held in the Collateral Account ascash collateral to secure L/C Obligations in respect of any such undrawn Letterof Credit, to be released from the Collateral Account by the AdministrativeAgent at such time as the applicable Letter of Credit has expired and all L/CObligations with respect thereto, if any, have been satisfied, unless thematurity of the Loans shall have been accelerated, in which case such amountsshall be applied to satisfy other Obligations of the Relevant Borrower underthis Agreement.  If the making of any Loan referred to above would be prohibitedpursuant to Section 2.4(e), such Loan shall not be made and instead theunreimbursed amount of such drawing, or the L/C Maximum Amount, as applicable,shall bear interest at a rate per annum equal to the interest rate for U.S. BaseRate Loans where the Letter of Credit is denominated in U.S. Dollars and issuedunder the Canadian Revolving Facility, a U.S. Prime Rate Loan where the Letterof Credit is denominated in U.S. Dollars and issued under the U.S. RevolvingFacility, Canadian Prime Rate Loans where the Letter of Credit is denominated inCanadian Dollars, Euros or any other currency, as applicable, plus 2.00% perannum until the L/C Obligations with respect to the relevant Letter ofCredit have been satisfied.  The Relevant Borrower's Reimbursement Obligationshereunder shall be absolute and unconditional under all circumstancesirrespective of (but without waiver of) any rights of set-off, counterclaim ordefense to payment that the applicable account party or the Relevant Borrowermay claim or have against the relevant Issuing Lender, the Agents, the Lenders,the beneficiary of the Letter of Credit drawn upon or any other Person,including any defense based on any failure of the applicable account party, theRelevant Borrower or any other Obligor to receive consideration or the legality,validity, regularity or unenforceability of the Letter of Credit.  For greatercertainty, all unpaid L/C Obligations shall constitute Obligations hereunder.

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                               (e)
Modification and Extension.  Theissuance of any supplement, modification, amendment, renewal or extension to anyLetter of Credit shall, for purposes hereof, be treated in all respects the sameas the issuance of a new Letter of Credit hereunder.

(f)

Uniform Customs and Practices; International Standby Practice. The Issuing Lender may provide that the Letter of Credit shall be subject toThe Uniform Customs and Practices for Documentary Credits (Publication No. 500or the most recent publication) (the ''**UCP**'') or the InternationalStandby Practice (Publication No. 590 or the most recent publication) (the ''**ISP**''),as published as of the date of issue by the International Chamber of Commerce,in which case the UCP or ISP, as applicable, shall be incorporated in suchLetter of Credit and deemed in all respects to be a part thereof.

(g)

Responsibility of Issuing Lender. It is expressly understood and agreed as between the Lenders that theobligations of the relevant Issuing Lender hereunder in respect of the issuanceor payment of any Letter of Credit are only those expressly set forth in thisAgreement and that such Issuing Lender shall be entitled to assume that theconditions precedent set forth in Article 4 have been satisfied unless it shallhave acquired actual knowledge that any such condition precedent has not beensatisfied; provided, however, that nothing set forth in thisSection 2.11 shall be deemed to prejudice the right of any Lender to recoverfrom such Issuing Lender any amounts made available by such Lender fordistribution to such Issuing Lender pursuant to this Section 2.11 in the eventthat it is finally determined by a court of competent jurisdiction that thepayment with respect to a Letter of Credit constituted gross negligence orwillful misconduct on the part of such Issuing Lender.

(h)

Conflict with L/C Documents.  In theevent of any conflict between the terms hereof and the terms of any L/CDocument, the terms hereof shall control.

(i)

Indemnification of Issuing Lender.

(i)

In addition to its other obligations under this Credit Agreement,the Relevant Borrower hereby agrees to protect, indemnify, pay and hold therelevant Issuing Lender harmless from and against any and all claims, demands,liabilities, damages, losses, costs, charges and expenses (including reasonablelegal fees) that the relevant Issuing Lender may incur or be subject to as aconsequence, direct or indirect, of (A) the issuance of or payment ornon-payment of any Letter of Credit on behalf of such Borrower or (B) thefailure of the relevant Issuing Lender to honor a drawing under any such Letterof Credit as a result of any act or omission, whether rightful or wrongful, ofany present or future *de jure* or *de facto* government orgovernmental authority (all such acts or omissions herein called ''**GovernmentActs**'').

(ii)

As between the Relevant Borrower and the relevant Issuing Lender,the Relevant Borrower shall assume all risks of the acts, omissions or misuse ofany Letter of Credit by the beneficiary thereof.  The relevant Issuing Lendershall not be responsible for:  (A) the form, validity, sufficiency, accuracy,genuineness or legal effect of any document submitted by any party in connectionwith the application for and issuance of any Letter of Credit, even if it shouldin fact prove to be in any or all respects invalid, insufficient, inaccurate,fraudulent or forged; (B) the validity or sufficiency of any instrumenttransferring or assigning or purporting to transfer or assign any Letter ofCredit or the rights or benefits thereunder or proceeds thereof, in whole or inpart, that may prove to be invalid or ineffective for any reason; (C) failure ofthe beneficiary of a Letter of Credit to comply fully with conditions requiredin order to draw upon a Letter of Credit; (D) errors, omissions, interruptionsor delays in transmission or delivery of any messages, by mail, cable,telegraph, telex or otherwise, whether or not they be in cipher; (E) errors ininterpretation of technical terms; (F) any loss or delay in the transmission orotherwise of any document required in order to make a drawing under a Letter ofCredit or of the proceeds thereof; and (G) any consequences arising from causesbeyond the control of the relevant Issuing Lender, including any Government

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   Acts.  None of the above  shall affect, impair or prevent the vesting of the relevant Issuing Lender's  rights or powers hereunder.

(iii)

In furtherance and extension and not in limitation of thespecific provisions set forth above, any action taken or omitted by the relevantIssuing Lender, under or in connection with any Letter of Credit or the relatedcertificates, if taken or omitted in good faith, shall not put the relevantIssuing Lender under any resulting liability to the Relevant Borrower or anyother Obligor.  It is the intention of the parties that this Credit Agreementshall be construed and applied to protect and indemnify the relevant IssuingLender against any and all risks involved in the issuance of the Letter ofCredit, all of which risks are hereby assumed by the Relevant Borrower,including any and all risks of the acts or omissions, whether rightful orwrongful, of any present or future Government Acts.  The relevant Issuing Lendershall not in any way be liable for any failure by such Issuing Lender or anyoneelse to pay any drawing under any Letter of Credit as a result of any GovernmentActs or any other cause beyond the control of such Issuing Lender.

(iv)

Nothing in this Section 2.11(i) is intended to limit theReimbursement Obligations of the Relevant Borrower contained in thisSection 2.11.  The obligations of the Relevant Borrower under thisSection 2.11(i) shall survive the termination of this Agreement.  No act oromission of any current or prior beneficiary of a Letter of Credit shall in anyway affect or impair the rights of the relevant Issuing Lender to enforce anyright, power or benefit under this Agreement.

Notwithstanding anything to the contrary contained in thisSection 2.11, the Relevant Borrower shall have no obligation to indemnify therelevant Issuing Lender in respect of any liability incurred by such IssuingLender arising solely out of the gross negligence or willful misconduct of suchIssuing Lender, as finally determined by a court of competent jurisdiction. Nothing in this Agreement shall relieve the relevant Issuing Lender of anyliability to the Relevant Borrower in respect of any action taken by the IssuingLender which action constitutes gross negligence or willful misconduct of suchIssuing Lender as determined by a court of competent jurisdiction.

(j)

Additional Issuing Lenders.  EitherBorrower may, at any time and from time to time with the written consent of theAdministrative Agent (which consent shall not be unreasonably withheld) and suchLender, designate one or more additional Lenders to act as an issuing bank underthe terms of the Credit Agreement.  Any Lender designated as an issuing bankpursuant to this paragraph (j) shall be deemed to be an ''Issuing Lender'' (inaddition to being a Lender) in respect of Letters of Credit issued or to beissued by such Lender, and with respect to such Letters of Credit, such termshall thereafter apply to the other issuing bank and such Lender.

**2.12         Swingline Facilities. **
(a)

Subject to the terms and conditions set forth herein, the U.S.Swingline Facility Lender agrees to make short term revolving lines of creditavailable to the U.S. Revolving Borrower in an aggregate principal amount at anytime outstanding of up to the U.S. Swingline Maximum Amount, and the CanadianSwingline Facility Lender agrees to make short term revolving lines of creditavailable to the Canadian Borrower, in an aggregate principal account at anytime outstanding of up to the Canadian Swingline Maximum Amount, in each casefrom time to time following the Closing Date until the Business Day prior to theRevolving Loan Maturity Date:

(i)

by way of Loans each in a minimum amount of the lesser ofCdn$100,000 and the amount then remaining under the Committed Amount in respectof the relevant Swingline Facility, and (if applicable) in integral multiples ofCdn$50,000 in excess thereof in Canadian Dollars by way of Canadian Prime RateLoans under the Canadian Swingline Facility; and

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                       (ii)

by way of Loans each in a minimum amount of the lesser ofUS$100,000 and the U.S. Dollar Equivalent Amount then remaining under theCommitted Amount in respect of the relevant Swingline Facility and (ifapplicable) in integral multiples of US$50,000 in excess thereof in U.S. Dollarsby way of U.S. Base Rate Loans and U.S. Prime Rate Loans, respectively, underthe Canadian Swingline Facility and the U.S. Swingline Facility.

Provided that the maturity date of the Facilities has notpreviously been accelerated in accordance with Section 2.12(c), each Loan undera Swingline Facility, together with accrued and unpaid interest thereon, shallbe due and payable upon demand by the Swingline Lenders but no earlier than12:00 noon (New York City time) on the fifth day following the Extension Date inrespect of such Loan (or, if such day is not a Business Day, on the Business Dayimmediately following such day).  If the Relevant Borrower fails to repay a Loanunder the relevant Swingline Facility as provided hereinabove, the RelevantBorrower shall be deemed to have requested and to have drawn down an equivalenttype of Loan under the relevant Revolving Facility (which, for greatercertainty, for the purposes hereof shall not include the relevant SwinglineFacility).  The proceeds of such Loan shall be used to repay the relevant Loanunder the relevant Swingline Facility.  Within the foregoing limits of suchterms and conditions set forth herein, the Relevant Borrower may borrow, prepayand reborrow loans under the relevant Swingline Facility.  For greatercertainty, the Canadian Swingline Facility shall be a sub-facility of theCanadian Revolving Facility, and the U.S. Swingline Facility shall be asub-facility of the U.S. Revolving Facility.

(b)

The relevant Swingline Facility Lender shall make Loans under therelevant Swingline Facility available to the Relevant Borrower as arrangedbetween the Relevant Borrower and the relevant Swingline Facility Lender.  EachExtension of Credit under a Swingline Facility (other than by way of overdraft)shall be requested by oral notice from the Relevant Borrower to the relevantSwingline Facility Lender on the relevant Extension Date (which shall be aBusiness Day), with a Notice of Borrowing executed by the Relevant Borrower inthe manner specified in Section 2.4(a) to follow on the same day.  Each Loanunder a Swingline Facility shall be a Canadian Prime Rate Loan (where the Loanis made under the Canadian Swingline Facility in Canadian Dollars), either aU.S. Prime Rate Loan (where the Loan is made under the U.S. Swingline Facility),U.S. Base Rate Loan (where the Loan is made under the Canadian SwinglineFacility in U.S. Dollars).  Loans under a Swingline Facility shall bear interestat a rate perannum equal to the rate applicable to a CanadianPrime Rate Loan, U.S. Prime Rate Loan or U.S. Base Rate Loan, as applicable,shall be secured by the Security Documents and shall, except as specifically setforth herein, be deemed to be Loans under the Relevant Revolving Facility.  Theinterest paid on Loans under a Swingline Facility is solely for the account of aSwingline Facility Lender.

(c)

Any Loans outstanding under a Swingline Facility on theoccurrence of an Event of Default shall, if the Administrative Agent declaresthe Outstanding Amount under the Revolving Facilities to be immediately due andpayable or the Commitments under the Revolving Facilities to be terminated, beimmediately due and payable on the date of such declaration by theAdministrative Agent.  Upon such termination, the Commitment in respect of eachSwingline Facility shall be terminated and the Commitment Percentage of eachSwingline Facility Lender shall be adjusted to reflect such termination and thepayments by each Lender as provided in this Section 2.12(c).  Upon a declarationby the Administrative Agent that such Loans have become due and payable, or upona failure by the Relevant Borrower to repay a Loan under the relevant SwinglineFacility as provided in Section 2.12(a), each Swingline Facility Lender shallpromptly notify the Administrative Agent and the Administrative Agent shall, bynotice to the Relevant Lenders (including each Swingline Facility Lender in itsrespective capacity as Lender), require the Relevant Lenders to promptly pay tothe Administrative Agent, for the account of the relevant Swingline FacilityLender, their respective Commitment Percentages (adjusted as aforesaid) of theaggregate Outstanding Amount of such Loans, which shall then constitute Loansunder the Relevant Facility; provided that if the Relevant Lenders areprevented from making such Loans by provisions of Applicable Insolvency Law orotherwise, the amount so paid by each Relevant Lender shall constitute a 

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purchase by it of a participation in the outstanding amount of such SwinglineFacility Loans.  Any such notice to the Relevant Lenders shall specify the dateon which such payments are to be made by them.  No later than 12:00 noon(New York City time) on the date so specified each Relevant Lender shall pay theamount so notified to it in immediately available funds to the AdministrativeAgent for the account of the relevant Swingline Facility Lender.  Each RelevantLender's obligations to make payments for the account of the relevant SwinglineFacility Lender under this Section 2.12(c) shall be absolute and unconditionaland shall not be affected by any circumstance; provided that no RelevantLender shall be obligated to make any payment to the Administrative Agent underthis Section 2.12(c) with respect to a Swingline Facility Loan made by therelevant Swingline Facility Lender at a time when the relevant SwinglineFacility Lender had received written notice from the Relevant Borrower or theAdministrative Agent that an Event of Default had occurred and was continuingand the relevant Swingline Facility had not yet been terminated or to the extentthat such payment would exceed the relevant Commitment.

(d)

At any time and from time to time with the written consent of theAdministrative Agent (which consent shall not be unreasonably withheld) and suchLender, the Canadian Borrower may designate a Lender to act as the U.S.Swingline Facility Lender or Canadian Swingline Facility Lender under the termshereof.

**ARTICLE 3GENERAL PROVISIONS APPLICABLE TO LOANS**

**3.1         Interest. **
(a)

Interest on Floating Rate Loans. Interest on any outstanding Canadian Prime Rate Loans, U.S. Prime Rate Loansand U.S. Base Rate Loans (including Loans made under a Swingline Facility) shallaccrue at a rate per annum equal to the Canadian Prime Rate, the U.S.Prime Rate or the U.S. Base Rate, as the case may be, plus, in each case, theApplicable Margin, as each is in effect from time to time during the period oftime that such Loan is outstanding.  Such interest shall be payable by theRelevant Borrower:

(i)

in the case of any Canadian Prime Rate Loan, to theAdministrative Agent to the credit of the Relevant Payment Account in CanadianDollars; or

(ii)

in the case of any U.S. Prime Rate Loan or U.S. Base Rate Loanmade under any Facility, to the Administrative Agent to the credit of theRelevant Payment Account in U.S. Dollars.

Subject to the provisions of Section 2.12 with respect to Loansmade under the Swingline Facilities, all interest payable in accordance withthis Section 3.1 shall be calculated and payable on a quarterly basis in arrearson the last Business Day of each Quarter and on the Revolving Loan Maturity Dateor Term Loan Maturity Date, as the case may be (each, an ''**Interest PaymentDate**''), in each year for the period from the Extension Date (or, ifapplicable, the date of conversion of such Loan into a Canadian Prime Rate Loan,U.S. Prime Rate Loan or U.S. Base Rate Loan, as the case may be) or thepreceding Interest Payment Date for such Canadian Prime Rate Loan, U.S. PrimeRate Loan or U.S. Base Rate Loan, as the case may be, to the day preceding thenext following Interest Payment Date.  Interest under this Section 3.1(a) shallbe calculated on the principal amount of such Floating Rate Loan from time totime outstanding during such period.  Changes in the Canadian Prime Rate, U.S.Prime Rate or U.S. Base Rate shall cause an automatic and immediate adjustmentof the interest rate payable on any outstanding Canadian Prime Rate Loans, U.S.Prime Rate Loans or U.S. Base Rate Loans, as the case may be, without thenecessity of any notice to the Relevant Borrower.

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                               (b)
Interest on LIBOR Loans and EUROLIBOR Rate Loans. Interest on any outstanding LIBOR Loan and EUROLIBOR Rate Loan shall accruethroughout the Interest Period in respect of such LIBOR Loan and EUROLIBOR RateLoan at a rate per annum equal to the LIBOR or EUROLIBOR, as applicable,determined two Business Days prior to and for value on the first day of suchInterest Period, in each case plus the Applicable Margin in effect on the firstday of such Interest Period, which interest shall be calculated and payable inarrears, on the principal amount of such LIBOR Loan or EUROLIBOR Loan, on thebasis of the actual number of days elapsed, on the last day of such InterestPeriod (or if such Interest Period should exceed three months, on the lastBusiness Day of each three-month period during such Interest Period and on thelast day of such Interest Period), and in any event no later than the RevolvingLoan Maturity Date or Term Loan Maturity Date, as the case may be.  Suchinterest shall be payable by the Relevant Borrower:

(i)

in the case of any LIBOR Loan made under any Facility, to theAdministrative Agent to the credit of the Relevant Payment Account in U.S.Dollars; and

(ii)

in the case of any EUROLIBOR Loan, to the Administrative Agent tothe credit of the Relevant Payment Account in Euros.

(c)

Default Rate of Interest.  Overdueamounts hereunder shall bear interest, calculated daily and compounded andpayable monthly in arrears and in any event on the Revolving Loan Maturity Dateor Term Loan Maturity Date, at a rate per annum equal to 2.00% plus therate that would otherwise be applicable to such overdue amounts.

**3.2     Conversions and Continuations. **
Subject to the other provisions of this Agreement, includingSections 3.14 and 3.15, each Borrower shall have the option, on any BusinessDay, to continue any particular type of Loan outstanding under the RelevantFacility as the same type of Loan and, where applicable, for a subsequentInterest Period, or to convert any type of Loan outstanding under the RelevantFacility into another type of Loan available under such Relevant Facility; provided that:

(a)

each such continuation or conversion must be requested by theRelevant Borrower pursuant to a written Notice of Continuation/Conversion, incompliance with the terms set forth below;

(b)

a Fixed Rate Loan may only be continued or converted into aFloating Rate Loan or another type of Fixed Rate Loan (i) on the last day of theInterest Period applicable thereto, and (ii) if no Default or Event of Defaultthen exists and is continuing;

(c)

a Floating Rate Loan may only be converted into a Fixed Rate Loanor another type of Floating Rate Loan if no Default or Event of Default thenexists and is continuing;

(d)

any request to continue a Fixed Rate Loan that fails to complywith the terms hereof, or any failure to request a continuation of a Fixed RateLoan at the end of the Interest Period applicable thereto in accordance with theprovisions hereof, shall constitute an automatic conversion on the last day ofthe applicable Interest Period to (i) a U.S. Prime Rate Loan, in the case of anysuch Fixed Rate Loan outstanding under the U.S. Revolving Facility, (ii) a U.S.Base Rate Loan, in the case of any such Fixed Rate Loan outstanding under theCanadian Revolving Facility that is denominated in U.S. Dollars or that isoutstanding under the New Term Facility, (iii) a Canadian Prime Rate Loan, inthe case of any such Fixed Rate Loan outstanding under the Canadian RevolvingFacility that is denominated in Canadian Dollars, and (iv) a Canadian Prime

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Rate Loan in the Equivalent Amount in Canadian Dollars of the principal amountof such Fixed Rate Loan, in the case of any such Fixed Rate Loan outstandingunder the Canadian Revolving Facility that is denominated in Euros; and

(e)

where any conversion of a Loan under the Canadian RevolvingFacility as permitted hereby would involve a change from one currency toanother, such conversion shall also be subject to such other requirements as theAdministrative Agent may reasonably impose, including the requirement that theRelevant Borrower repay the outstanding Loan and reborrow a new Loan in therequested currency.

Each such continuation or conversion must be requested by theRelevant Borrower no later than 11:00 a.m. (New York City time) on:

(i)

the third Business Day prior to the last day of the relevantInterest Period in respect of the requested conversion on such last day of anoutstanding Fixed Rate Loan (other than a Bankers' Acceptance Loan) into aFloating Rate Loan or into a different type of Fixed Rate Loan;

(ii)

the third Business Day prior to the first day of the relevantInterest Period of a requested continuation of an outstanding Fixed Rate Loan(other than a Bankers' Acceptance Loan) for a further Interest Period or arequested conversion of a Floating Rate Loan into a Fixed Rate Loan (other thana Bankers' Acceptance Loan) for such Interest Period;

(iii)

the third Business Day prior to the first day of the relevantInterest Period prior to the last day of the relevant Interest Period in respectof the requested conversion on such last day of an outstanding Bankers'Acceptance Loan into a EUROLIBOR Loan;

(iv)

the second Business Day prior to the last day of the relevantInterest Period in respect of the requested conversion on such last day of anoutstanding Bankers' Acceptance Loan into a Floating Rate Loan or a differenttype of Fixed Rate Loan (other than a EUROLIBOR Loan);

(v)

the second Business Day prior to the last day of the relevantInterest Period in respect of a requested continuation of an outstandingBankers' Acceptance Loan for such further Interest Period, or a requestedconversion of an outstanding Fixed Rate Loan or Floating Rate Loan into aBankers' Acceptance Loan for such Interest Period; and

(vi)

the second Business Day prior to the requested Extension Date inrespect of a requested conversion of a Floating Rate Loan into a different typeof Floating Rate Loan.

For greater certainty, any change in the basis on which intereston the New Term Facility is computed from time to time in accordance with theterms hereof shall not constitute a substitution of new indebtedness forexisting indebtedness and in all such circumstances the indebtedness under theNew Term Facility shall continue with only the basis on which interest iscomputed changing.

 

 

 

 

 

3.3 **        Minimum Amounts and  Maximum Number of Outstanding Loans. **
Each request for a conversion or continuation of any particularLoan shall be subject to the minimum amounts specified in Section 2.3 in respectof the Relevant Facility and the type of Loan requested to be continued orconverted into pursuant to any Notice of Continuation/ Conversion.  In addition,

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                                (a)

no more than eight LIBOR Loans shall be outstanding under theU.S. Revolving Facility at any one time;

(b)

no more than ten Bankers' Acceptance Loans, BA Rate Loans, LIBORLoans and EUROLIBOR Loans in total shall be outstanding under the CanadianRevolving Facility at any one time; and

(c)

no more than ten LIBOR Loans shall be outstanding under the NewTerm Facility at any one time.

For purposes of the foregoing, (i) a LIBOR Loan, EUROLIBOR Loanor Bankers' Acceptance Loan that any Borrower has requested be made available bythe Relevant Lenders pursuant to a Notice of Borrowing or a Notice ofContinuation/Conversion shall not be counted if it is intended to repay, infull, another LIBOR Loan, EUROLIBOR Loan or Bankers' Acceptance Loan thenoutstanding on the Extension Date of the requested LIBOR Loan, EUROLIBOR Loan orBankers' Acceptance and (ii) two or more LIBOR Loans, EUROLIBOR Loans orBankers' Acceptance Loans, as the case may be, with Interest Periods of the sameduration and ending on the same day shall be considered as one LIBOR Loan,EUROLIBOR Loan or Bankers' Acceptance Loan, as the case may be, for purposesonly of the foregoing clauses (a) through (c).

3.4         **Hedging Agreements. **
(a)

Each Borrower may, for reasonable business and not forspeculative purposes, hedge its interest rate risk or foreign exchange rate riskthrough the use of one or more Hedging Agreements for time periods expiring nolater than the Term Loan Maturity Date in the case of the Relevant Borrowers'hedging exposure under the New Term Facility, and the Revolving Loan MaturityDate in the case of the Relevant Borrowers' hedging exposure under the RevolvingFacilities, and, except with respect to any Hedging Agreements in effect priorto and on the Closing Date to the extent not relating to hedging of Obligationshereunder, only with any Lender or Lender Affiliate (or with othercounterparties reasonably acceptable to the Lead Arrangers), as such Borrowerelects.  Any such Borrower's obligations to any such Lender or Lender Affiliatein connection with such Hedging Agreements shall not constitute usage of theCommitment of such Lender.  No Lender not a party to the applicable HedgingAgreement shall be subject to or participate in any risk in connectiontherewith, and no Lender shall be obligated to enter into any such transaction. All Hedging Obligations of the Borrowers under Hedging Agreements with theLenders and Lender Affiliates shall be secured by the Security Documents, shallrank pari passu with all other Obligations and shall be entitled to thebenefits of the Guarantees and of the Credit Documents.

(b)

The Canadian Borrower shall at all times prior to the thirdanniversary of the Amendment Effective Date cause the percentage of theoutstanding principal amount of its Funded Debt that is subject to a fixed rateof interest, whether in accordance with its terms or by way of the use of one ormore Interest Rate Protection Agreements with any Lender or Lender Affiliate (orwith other counterparties reasonably acceptable to the Lead Arrangers), as theCanadian Borrower elects, to be at least 25%.  To the extent that such InterestRate Protection Agreements are entered into with any Lender or any LenderAffiliate, the provisions of Section 3.4(a) shall be applicable thereto.

3.5         **Place and Manner of Payments **
(a)

All payments of principal, interest, fees, expenses and otheramounts to be made by any Borrower under this Agreement shall be deposited bysuch Borrower into the Relevant Payment Account not later than 12:00 noon(New York City time) on the date when due, in the relevant currency 

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and in immediately available funds.  Payments received after such time on suchdate or on any succeeding date shall be deemed to have been received on theBusiness Day next following such date of receipt.  Each Borrower shall, at thetime it makes any payment under this Agreement, specify to the AdministrativeAgent the Loans, fees or other Obligations by such Borrower hereunder to whichsuch payment is to be applied (and in the event that it fails to so specify, orif such application would be inconsistent with the terms hereof, theAdministrative Agent shall, subject to Section 3.11, distribute such payment tothe Relevant Lenders in such manner as the Administrative Agent may deemappropriate).  The Administrative Agent shall distribute such payments to theapplicable Lenders on the date of receipt if any such payment is received priorto 12:00 noon (New York City time) on such date; otherwise the AdministrativeAgent shall distribute such payment to the Relevant Lenders on the nextsucceeding Business Day.  

(b)

Unless the Administrative Agent shall have received writtennotice from the Relevant Borrower prior to the date on which any payment is dueto the Administrative Agent for the account of the Relevant Lenders and therelevant Issuing Lender hereunder that such Borrower will not make such payment,the Administrative Agent may assume that such Borrower has made such payment onsuch date in accordance herewith and may, in reliance upon such assumption,distribute to the Relevant Lenders or the relevant Issuing Lender, as the casemay be, the amount due.  In such event, if the Relevant Borrower has not in factmade such payment, then each of the Relevant Lenders or the relevant IssuingLender, as the case may be, severally agrees to repay to the AdministrativeAgent forthwith on demand the amount so distributed to such Relevant Lender orrelevant Issuing Lender with interest thereon, for each day from and includingthe date such amount is distributed to it to but excluding the date of paymentto the Administrative Agent, at (i) in the case of any U.S. Dollar obligation,the Federal Funds Rate plus 200 basis points, (ii) in the case of any CanadianDollar obligation, the Bank of Canada Overnight Rate plus 200 basis points, and(ii) in the case of any Euro obligation, the Bank of Canada Eurolibor rate plus200 basis points.

(c)

If any Lender shall fail to make any payment required to be madeby it pursuant to Section 3.5(b), then the Administrative Agent may, in itsdiscretion (notwithstanding any contrary provision hereof), apply any amountsthereafter received by the Administrative Agent for the account of such Lenderto satisfy such Lender's obligations under such Section 3.5(b) until all suchunsatisfied obligations are fully paid.  Whenever any payment hereunder shall bestated to be due on a day which is not a Business Day, the due date thereofshall be extended to the next succeeding Business Day (subject to the accrual ofinterest and fees for the period of such extension), except that in the case ofLIBOR Loans and EUROLIBOR Loans, if such extension would cause such payment tobe made in the next following calendar month, then such payment shall instead bemade on the next preceding Business Day.

**3.6         Voluntary Prepayments. **
Each Borrower may, upon not less than one (1) Business Day'sprior notice to the Administrative Agent, make repayments under the RevolvingFacilities in whole or in part from time to time without premium or penalty(which shall be available to be reborrowed subject to the terms and conditionsof this Agreement) and may prepay any Loan under the New Term Facility made toit in whole or in part from time to time without premium or penalty; provided,however, that (except in the case of any Loan under a SwinglineFacility):

(i)

Floating Rate Loans may only be prepaid upon prior notice to theAdministrative Agent substantially in the form of **Exhibit K** at leastone (1) Business Day prior to the date of such prepayment, and each such partialprepayment of any Floating Rate Loan shall be in the minimum aggregate principalamount of Cdn$1.0 million, US$1.0 million and €1.0 million, as applicable (or,if less, the amount then outstanding), and integral multiples of Cdn$250,000,US$250,000 and €250,000, as applicable, in excess thereof;

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                      (ii)

LIBOR Loans and EUROLIBOR Loans may only be prepaid upon priornotice to the Administrative Agent substantially in the form of **Exhibit K**at least three (3)****Business Days prior to the date of such prepayment andwill be subject to Section 3.19, and each such partial prepayment of any LIBORLoan or EUROLIBOR Loan shall be, in the case of LIBOR Loans, in the minimumaggregate principal amount of US$2.5 million (or, if less, the amount thenoutstanding) and integral multiples of US$500,000 in excess thereof, and in thecase of EUROLIBOR Loans, in the minimum aggregate principal amount of €2.5million (or, if less, the amount then outstanding) and integral multiples of€500,000 in excess thereof; and

(iii)

outstanding Bankers' Acceptances may not be prepaid but may becash collateralized, and the provisions of Section 2.6(i) will apply mutatismutandis.

Any voluntary prepayments made pursuant to this Section 3.6 shallbe applied in accordance with the provisions of Section 3.7(f).

3.7         **Mandatory Repayments. **
(a)

Excess Repayments.  In the eventthat, at any time, the Outstanding Amount in respect of any Facility exceeds theCommitted Amount in respect of such Facility, then the Relevant Borrower shallpromptly repay to the Administrative Agent the full amount of such excess; provided that in the case of the Revolving Facilities, if such excessresults from changes in exchange rates, the Relevant Borrower shall repay,within two (2) Business Days after notice from the Administrative Agent, suchexcess or the balance thereof then outstanding on the date of payment.

(b)

Periodic Repayments.  The CanadianBorrower shall make repayments in respect of the New Term Facility in theamounts and on the dates set forth in **Schedule 3.7(b)**.

(c)

Net Available Proceeds.  TheCanadian Borrower on behalf of all the Borrowers shall make repayments inrespect of the Facilities as follows:

(i)

Equity Issuance.  Within two (2)Business Days after any Equity Issuance, in an aggregate principal amount equalto the lesser of (A) 25% of the Net Available Proceeds from such Equity Issuanceand (B) 50% of the excess (if any) of (x) the aggregate principal amount ofIncremental Loans and New Term Loans outstanding on the date of such EquityIssuance over (y) US$50,000,000.

(ii)

Debt Issuance.  Within two (2)Business Days after any Debt Issuance (other than Permitted Indebtedness (exceptPermitted Indebtedness incurred pursuant to clause (l) of the definitionthereof)), in an aggregate principal amount equal to 100% of the Net AvailableProceeds of such Debt Issuance.

(d)

New Term Facility Exceptions. Notwithstanding anything contained in any Credit Document, but subject toArticle 8, the aggregate amount of repayments required to be made under thisSection 3.7 from the Amendment Effective Date to the first day after the fifthanniversary thereof (the ''**Catch-up Date**'') in respect of the New TermFacility shall not exceed 25% of the Outstanding Amount of the New Term Facilityas of the Amendment Effective Date.  Within five (5) Business Days following theCatch-up Date, the Canadian Borrower shall repay the New Term Facility in anaggregate principal amount equal to the amount of repayments that would havebeen required to be made (but were not so made) in respect thereof under thisSection 3.7 but for the limitation expressed in the preceding sentence, and suchpayments shall be applied in the manner specified in Section 3.7(f).

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                              (e)
Facility Reductions.  The Commitmentin respect of each Facility shall be reduced by the amount of each repaymentrequired to be made or applied to the Relevant Facility under this Section 3.7and under Section 3.8****at the time when such repayment is required to bemade or applied.

(f)

Applications of Payments.  Subjectto the provisions of Sections 2.2A(d) and 3.7(d), in connection with anyrepayment or reduction of Commitment pursuant to this Section 3.7 (other thanpursuant to Section 3.7(a) or (b)) or Section 3.8 or any voluntary prepaymentpursuant to Section 3.6, such repayment, reduction or prepayment shall be madesuch that the aggregate amount thereof is applied to the New Term Facility. Each such repayment or voluntary prepayment (other than pursuant toSection 3.7(a) or (b)) applied against the New Term Facility shall be appliedagainst the repayments required to be made pursuant to Section 3.7(b) prorata.

**3.8         Disposition Events and Casualty Events. **
(a)

Disposition Events.  Within two (2)Business Days after any date on which Disposition Proceeds exceed Cdn$5.0million, the Canadian Borrower shall give written notice to the AdministrativeAgent thereof (a ''**Disposition Event Offer**''), which shall contain andconstitute an offer by and on behalf of the Relevant Borrowers to prepay the NewTerm Facility****as specified in Sections 3.7(e) and (f) in an aggregateprincipal amount equal to the entire amount of such Disposition Proceeds on adate specified in the Disposition Event Offer that is not less than fiveBusiness Days and not more than ten Business Days after the date of theDisposition Event Offer.  For purposes of this Section 3.8(a):

(i)

Disposition Proceeds shall not include Net Available Proceedsfrom a Disposition Event to the extent that (A) no Default or Event of Defaultthen exists or would arise therefrom, and (B) the Canadian Borrower hasdelivered an Officer's Certificate to the Administrative Agent on or prior tosuch date stating that such Net Available Proceeds shall be reinvested in assetsused or usable in the business of (x) if such Disposition Event was effected byany Obligor, any Company (but if such Company is not an Obligor, suchreinvestment must constitute a Permitted Investment) and (y) if such DispositionEvent was effected by any other Company, any Company (other than Holdco or aReceivables Co.), in each case within one year following the date of suchDisposition Event (which certificate shall set forth the estimates of theproceeds to be so expended);

(ii)

if all or any portion of Net Available Proceeds permitted to beapplied to reinvestment pursuant to clause (i) above are not so used within theperiod beginning on the date such Net Available Proceeds are received and endingon the first anniversary of such date, then such remaining portion shall bedeemed Disposition Proceeds received on the last day of such period (or suchearlier date as the relevant Company determines not to reinvest any portionthereof) or upon the acceleration of the maturity of the Loans, as applicable,as specified in Section 3.7(e) and (f) (it being understood that the foregoingshall in no way affect the obligation of any Company to obtain the consent ofthe Majority Lenders to effect any Disposition not permitted by this Agreement);and

(iii)

pending reinvestment in accordance with clause (i) above or themaking of a Disposition Event Offer, the Relevant Borrower shall either (A)temporarily prepay Revolving Loans under the U.S. Revolving Facility and/or theCanadian Revolving Facility, as applicable, in accordance with Section 3.6 in anamount equal to such Net Available Proceeds or (B) deposit such Net AvailableProceeds in the relevant Collateral Account of such Borrower, to be releasedtherefrom in connection with such reinvestment (unless the maturity of the Loansshall have been accelerated) or otherwise applied in accordance with the termsof the Canadian Security Agreement or U.S. Security Agreement, as applicable.

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Each Lender shall have the right to accept or decline theDisposition Event Offer by providing written notice to the Canadian Borrower (onbehalf of all the Borrowers) within five Business Days of receipt of theDisposition Event Offer.  The failure of any****Lender to notify theCanadian Borrower of its acceptance within such five Business Days shall bedeemed to be a rejection of the Disposition Event Offer.  To the extent anyportion of Disposition Proceeds subject to the Disposition Event Offer aredeclined by the Relevant Lenders, the Relevant Borrower may use such portion ofthe Disposition Proceeds for any purpose not otherwise prohibited by thisAgreement.

(b)

Casualty Events.  Within two (2)Business Days after any date on which Casualty Proceeds exceed Cdn$5.0 million,the Canadian Borrower shall give written notice to the Administrative Agentthereof (a ''**Casualty Event Offer**''), which shall contain and constitute anoffer by and on behalf of the Relevant Borrowers to prepay the New Term Facilityas specified in Sections 3.7(e) and (f) in an aggregate principal amount equalto the entire amount of such Casualty Proceeds on a date specified in theCasualty Event Offer that is not less than five Business Days and not more thanten Business Days after the date of the Casualty Event Offer.  For purposes ofthis Section 3.8(b):

(i)

Casualty Proceeds shall not include Net Available Proceeds from aCasualty Event to the extent that (A) no Default or Event of Default then existsor would arise therefrom, and (B) the Canadian Borrower has delivered anOfficer's Certificate to the Administrative Agent on or prior to such datestating that such Net Available Proceeds shall be reinvested in assets used orusable in the business of the Canadian Borrower or any of its Subsidiaries orthe repair, replacement or restoration of the Property in respect of which suchCasualty Event has occurred, in each case within one year following the date ofthe receipt of such Net Available Proceeds (which certificate shall set forththe estimates of the proceeds to be so expended);

(ii)

if all or any portion of Net Available Proceeds permitted to beapplied to reinvestment pursuant to clause (i) above are not so used within theperiod beginning on the date such Net Available Proceeds are received and endingon the first anniversary of such date, then such remaining portion shall bedeemed Casualty Proceeds received on the last day of such period (or suchearlier date as the relevant Company determines not to reinvest any portionthereof) or upon the acceleration of the maturity of the Loans, as applicable,as specified in Sections 3.7(e) and (f); and

(iii)

pending reinvestment in accordance with clause (i) above or themaking of a Casualty Event Offer, the Relevant Borrower shall either(A) temporarily prepay Revolving Loans under the U.S. Revolving Facility and/orthe Canadian Revolving Facility, as applicable, in accordance with Section 3.6in an amount equal to such Net Available Proceeds or (B) deposit such NetAvailable Proceeds in the relevant Collateral Account of such Borrower, to bereleased therefrom in connection with such reinvestment (unless the maturity ofthe Loans shall have been accelerated) or otherwise applied in accordance withthe terms of the Canadian Security Agreement or the U.S. Security Agreement, asapplicable.

Each Lender shall have the right to accept or decline theCasualty Event Offer by providing written notice to the Canadian Borrower (onbehalf of all the Borrowers) within five Business Days of receipt of theCasualty Event Offer.  The failure of any Lender to notify the Canadian Borrowerof its acceptance within such five Business Days shall be deemed to be arejection of the Casualty Event Offer.  To the extent any portion of CasualtyProceeds subject to the Casualty Event Offer are declined by the RelevantLenders, the Relevant Borrower may use such portion of the Casualty Proceeds forany purpose not otherwise prohibited by this Agreement.

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**3.9         Fees. **
(a)

Commitment Fees.  In considerationof the Canadian Revolving Committed Amount being made available to the CanadianBorrower and the U.S. Revolving Committed Amount being made available to theU.S. Revolving Borrower by the Revolving Lenders hereunder:

(i)

the Canadian Borrower shall pay to the Administrative Agent, forthe pro rata benefit of each Canadian Revolving Lender (based on eachsuch Lender's Commitment Percentage of the Aggregate Committed CanadianRevolving Amount), a Commitment Fee as set out in paragraph (b) of thisSection 3.9; and

(ii)

the U.S. Revolving Borrower shall pay to the AdministrativeAgent, for the pro rata benefit of each U.S. Revolving Lender (based oneach such Lender's Commitment Percentage of the Aggregate Committed U.S.Revolving Amount), a Commitment Fee as set out in paragraph (b) of thisSection 3.9.

(b)

Calculation of Commitment Fees.  TheCommitment Fees will be calculated at the end of each Quarter by multiplying thedaily unused average amount of each of the following (based on the daily closingbalances), as applicable by 0.50%:

(i)

the U.S. Revolving Unused Commitment (in the case of the U.S.Revolving Facility);

(ii)

the Canadian Revolving Unused Commitment (in the case of theCanadian Revolving Facility); 

(iii)

the amount by which the Committed Amount in respect of the U.S.Swingline Facility exceeds the aggregate of the then Outstanding Amount of Loansunder the U.S. Swingline Facility; and 

(iv)

the amount by which the Committed Amount in respect of theCanadian Swingline Facility exceeds the aggregate of the then Outstanding Amountof Loans under the Canadian Swingline Facility,

and multiplying the product thereby obtained by a fraction, thenumerator of which is the number of days elapsed in the immediately precedingQuarter and the denominator of which is 360.  For greater certainty theCommitment Fees in respect of each Swingline Facility shall be calculatedseparately from each other and from all other Commitment Fees in accordance withclause (b)(iii) or (b)(iv) above (and no Swingline Lender shall receiveCommitment Fees under clause (b)(iii) or (b)(iv) above on the portion of itsU.S. Revolving Commitment or Canadian Revolving Commitment relating to its U.S.Swingline Facility Commitment or Canadian Swingline Facility Commitment, asapplicable).  The Commitment Fees shall commence accruing on the Closing Dateand shall be due and payable in arrears on the first Business Day following theend of each Quarter (as well as on the Revolving Loan Maturity Date and, in thecase of any particular Facility the Commitments in respect of which shall havebeen reduced to nil pursuant to Sections 2.7, 2.8, 3.6, 3.7 and 3.8, on the dateof such reduction) for the immediately preceding Quarter (or portion thereof),beginning with the first of such dates to occur after the Closing Date.  For thepurposes of determining the Equivalent Amount in respect of any calculation usedin determining any Commitment Fees, such Equivalent Amount shall be, for eachmonth, the Equivalent Amount determined as at the first Business Day of suchmonth.

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**3.10         Maturity of Facilities. **
Provided that the Facilities have not previously been prepaid orrepaid in full or accelerated in accordance with Article 8, each Borrower shallrepay the principal amount of all Loans made to it outstanding under theRelevant Facility, together with all accrued and unpaid interest thereon and allother fees and other amounts payable by it hereunder or under any of the otherCredit Documents to the Administrative Agent on the Revolving Loan Maturity Dateor Term Loan Maturity Date, as the case may be.

**3.11         Computations of Interest. **
It is the intent of the Lenders and the Obligors to conform toand contract in strict compliance with applicable usury law from time to time ineffect.  All agreements between the Lenders and the Borrowers are hereby limitedby the provisions of this Section 3.11 which shall override and control all suchagreements, whether now existing or hereafter arising and whether written ororal.  In no way, nor in any event or contingency (including prepayment oracceleration of the maturity of any obligation), shall the interest taken,reserved, contracted for, charged or received under this Agreement, under theNotes or under any of the other Credit Documents exceed the maximum non-usuriousamount permissible under applicable law.  If, from any possible construction ofthis Agreement or any of the other Credit Documents, interest would otherwise bepayable in excess of the maximum non-usurious amount, any such constructionshall be subject to the provisions of this Section 3.11 and such documents shallbe automatically amended to provide for the maximum non-usurious amountpermitted under applicable law, without the necessity of execution or deliveryof any amendment to any Credit Document or new document.  If any Lender shallever receive anything of value which is characterized as interest on the Loansunder applicable law and which would, apart from this Section 3.11, be in excessof the maximum non-usurious lawful amount, an amount equal to the amount whichwould have been excessive interest shall, without penalty, be automaticallyapplied to the reduction of the principal amount owing on the relevant Loans andnot to the payment of interest, after which the same (or any remaining balancethereof) shall be applied to any other amount owed by the Relevant Borrower tothe Relevant Lender or to the Administrative Agent hereunder or under any otherCredit Document, after which the same (or any remaining balance thereof) shallbe refunded to the Relevant Borrower.  The right to demand payment of the Loansor any other Indebtedness evidenced by any of the Credit Documents does notinclude the right to receive any interest which has not otherwise accrued on thedate of such demand, and the Lenders do not intend to charge or receive anyunearned interest in the event of any such demand.  All interest paid or agreedto be paid to the Lenders with respect to the Loans shall, to the extentpermitted by applicable law, be amortized, pro-rated, allocated and spreadthroughout the full stated term (including any renewal or extension) of theLoans so that the amount of interest on account of such Indebtedness does notexceed the maximum non-usurious amount permitted by applicable law.

Without limiting the generality of the foregoing provisions ofthis Section 3.11, the Canadian Borrower shall in no capacity and in no event beobliged to make any payment of interest or any other amount payable to theRelevant Lenders or any of them hereunder in excess of any amount or rate whichwould be prohibited by law or would result in the receipt by the RelevantLenders or any of them of, or any agreement by the Relevant Lenders or any ofthem to receive, ''interest'' at a ''criminal rate'' (as each such term is definedin and construed under Section 347 of the *Criminal Code*(Canada)).

**3.12         Pro Rata Treatment. **
Except in respect of each Swingline Facility and the L/CObligations (but subject to Sections 2.11(d) and 2.12(c), as applicable) andexcept to the extent otherwise provided herein, each payment to be made to theAdministrative Agent for the account of the relevant Swingline Facility Lenderpursuant to Section 2.12(c) or the relevant Issuing Lender pursuant toSection 2.11(d), each payment or prepayment 

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of the principal amount of any Loan, each payment of fees (other than fees to bepaid to an Agent for its own account), each reduction of the Aggregate CommittedAmount, and each conversion or continuation of any Loan, shall be allocated(subject to Section 3.8) pro rata among the Relevant Lenders inaccordance with their respective Commitment Percentages; provided that,if any Relevant Lender shall have failed to advance its Commitment Percentage ofany Loan, then any amount to which such Lender would otherwise be entitledpursuant to this Section 3.12 shall instead be payable to the AdministrativeAgent for distribution to the other Relevant Lenders or to reimburse theAdministrative Agent in respect thereof or to the Administrative Agent for theaccount of the Swingline Facility Lender pursuant to Section 2.12(c) or for theaccount of the Issuing Lender pursuant to Section 2.11(d), until the CommitmentPercentage of such Loan not funded by such Defaulting Lender has been repaid infull and provided further that if any amount paid to any Lender pursuantto this Section 3.12 is not actually received by the Administrative Agent on thedue date therefor or is rescinded or must otherwise be returned by theAdministrative Agent or such Lender to the Relevant Borrower, such Lender shall,upon the request of the Administrative Agent, repay to the Administrative Agentthe amount so paid to such Lender, with interest for the period commencing onthe date such payment was paid to such Lender by the Administrative Agent untilthe date the Administrative Agent receives such repayment at a rate equal to,during the period to but excluding the date two (2) Business Days after suchrequest:  (a) in the case of any U.S. Dollar obligation, the Federal Funds Rateplus 200 basis points and thereafter the U.S. Base Rate plus 200 basis points;(b) in the case of any Canadian Dollar obligation, the Bank of Canada OvernightRate plus 200 basis points, and thereafter the Canadian Prime Rate plus 200basis points; and (c) in the case of any Euro obligation, the Canadian PrimeRate plus 200 basis points.  The Administrative Agent, upon receipt of any suchamount and interest thereon to be paid to a Relevant Lender, shall promptly paysuch amount to the Relevant Lender by depositing the same in the RelevantLender's Account, and such Relevant Lender agrees to accept the interest paid onany such amount, calculated as aforesaid, in full satisfaction of any claim byit for, on account, in lieu of or in satisfaction of interest on such amount.

**3.13         Sharing of Payments. **
The Lenders each respectively agree among themselves that, exceptin respect of each Swingline Facility (but subject to Section 2.12(c)) and theL/C Obligations (but subject to Section 2.11(d)), and****except to theextent otherwise provided herein, in the event that any Relevant Lender, or anyother Person to which any such Lender shall have sold a participation inaccordance with Section 11.3(c), shall obtain any payment in respect of anyLoan, or any other obligation owing to such Relevant Lender under this Agreementthrough the exercise of a right of set-off, recoupment, combination of accounts,banker's lien or counterclaim, or pursuant to a secured claim under Section 506of the U.S. *Bankruptcy Code* or other security or interest arising from,or in lieu of, any such claim, received by such Lender or participant under anyApplicable Insolvency Law or otherwise, or by any other means, in excess of itsprorata share of such payment as provided for in this Agreement,such Lender or participant shall promptly pay in cash or purchase from the otherRelevant Lenders in the Relevant Facility a participation (an ''**AdjustingParticipation**'') in the Loans and other obligations owed to such otherRelevant Lenders in such amounts, and make such other adjustments from time totime, as shall be equitable to the end that all Relevant Lenders in the RelevantFacility share any such payment, recovery or recoupment in accordance with theirrespective Commitment Percentages as provided for in this Agreement.  TheRelevant Lenders further agree among themselves that if any payment to any suchRelevant Lender or participant obtained by such Lender or participant throughthe exercise of any right of set-off, recoupment, combination of accounts,banker's lien, counterclaim or other claim as aforesaid shall be rescinded ormust otherwise be restored, each Relevant Lender or participant which shall haveshared the benefit of such payment shall, by payment in cash or a repurchase ofa participation heretofore sold, return its share of that benefit (together withits share of any accrued interest payable with respect thereto) to each RelevantLender whose payment shall have been rescinded or otherwise restored.  TheRelevant Borrower agrees that any Relevant Lender so purchasing an AdjustingParticipation may, to the fullest extent permitted 

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by law, exercise all rights of payment, including set-off, recoupment,combination of accounts, banker's lien or counterclaim, with respect to suchAdjusting Participation as fully as if such Relevant Lender were a holder ofsuch Loan or other obligation in the amount of such Adjusting Participation. Except as otherwise expressly provided in this Agreement, if any RelevantLender or participant or the Administrative Agent shall fail to remit to theAdministrative Agent or any other Relevant Lender an amount payable by suchLender or participant or the Administrative Agent to the Administrative Agent orsuch other Lender or participant pursuant to this Agreement on the date whensuch amount is due, such payment shall be made together with interest thereonfrom the date such amount is due until the date such amount is paid to theAdministrative Agent or such other Lender or participant at a rate perannum equal to (a) the Federal Funds Rate plus 200 basis points, in the caseof any U.S. Dollar obligation, (b) the Bank of Canada Overnight Rate plus 200basis points, in the case of any Canadian Dollar obligation, and (c) the Bank ofCanada Overnight Rate plus 200 basis points, in the case of any Euro obligation. If under any Applicable Insolvency Law, any Relevant Lender or participantreceives a secured claim in lieu of a set-off or other claim to which thisSection 3.13 applies, such Lender or participant shall, to the extentpracticable, exercise its rights in respect of such secured claim in a mannerconsistent with the rights of the other Relevant Lenders under this Section 3.13to share in the benefits of any recovery on such secured claim.

**3.14         Capital Adequacy. **
If (a) the adoption or effectiveness after the Effective Date of,or any change after the Effective Date in, any applicable law, rule orregulation regarding capital adequacy, or any change after the Effective Date byany Governmental Authority (including any central bank or comparable agency)charged with the interpretation or administration thereof in the interpretationor administration of any applicable law, rule or regulation regarding capitaladequacy, or (b) compliance by any Relevant Lender or its parent with anydirection, request or requirement regarding capital adequacy (whether or nothaving the force of law) of any Governmental Authority (including any centralbank or comparable agency), has or would have the effect of reducing the rate ofreturn on such Lender's (or parent's) capital or assets as a consequence of itscommitments or obligations hereunder otherwise than as a result of Taxes to alevel below that which such Lender, or its parent, could have achieved but forsuch adoption, effectiveness, change or compliance (taking into considerationsuch Lender's (or parent's) policies with respect to capital adequacy), thensuch Lender or Lenders shall give prompt written notice thereof (setting forththe computations in reasonable detail) to the Administrative Agent and theAdministrative Agent shall give prompt written notice thereof to the RelevantBorrower, and such Borrower shall be obligated to pay to each such Lender suchadditional amount or amounts as will compensate such Lender on an after-taxbasis (after taking into account applicable deductions and credits in respect ofthe amount indemnified) for such reduction.  Each determination by any suchLender of any amount owing under this Section 3.14 shall, absent manifest error,be conclusive and binding on the parties hereto.  Any Lender entitled to apayment under this Section 3.14 shall, in conjunction with the notice referredto above, provide to the Relevant Borrower a photocopy of the relevant law,rule, guideline, regulation, treaty or directive.  The Lender shall, at thewritten request of the Relevant Borrower, take such steps as the Lender, in itssole discretion, deems appropriate and not detrimental to its interests, andsubject to payment of all expenses (including internal chargeout rates) andindemnification satisfactory to the Lender, to limit the incidence of any amountpayable under this Section 3.14.  Notwithstanding anything else to the contraryin this Section 3.14, no Borrower is under any obligation to compensate anyLender or Issuing Lender under this Section 3.14 with respect to increased costsor reductions with respect to any period prior to the date that is 180 daysprior to such request if such Lender or Issuing Lender knew or could reasonablyhave been expected to know of the circumstances giving rise to such increasedcosts or reductions and of the fact that such circumstances would result in aclaim for increased compensation by reason of such increased costs orreductions; provided**that the foregoing limitation does not applyto any increased costs or reductions arising out of the retroactive applicationof any change in law within such 180-day period.

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**3.15         Illegality. **
Notwithstanding any other provision hereof, if the adoption of orany change in any Requirement of Law or in the interpretation or applicationthereof occurring after the Closing Date shall make it unlawful for any Lenderto make, fund or maintain all or any portion of a Loan or to give effect to suchLender's obligations in respect of all or any portion of an outstanding Loan ascontemplated by this Agreement, (a) such Lender shall promptly give notice ofsuch circumstances to the Relevant Borrower and the Administrative Agent (whichnotice shall be withdrawn by further notice to such Persons whenever suchcircumstances no longer exist), and (b) the commitment of such Lender hereunderto make such Loan shall promptly be cancelled and, until such time as it shallno longer be unlawful for such Lender to make or maintain such Loan, such Lendershall then have a commitment only to make Loans hereunder of a type which arenot prohibited and such prohibited Loan shall convert into a type of Loan intowhich it is otherwise convertible and which is not prohibited (on the last dayof each then current Interest Period with respect to any such outstanding FixedRate Loan, or within such earlier period as required by law).  If any suchconversion of a Fixed Rate Loan occurs on a day which is not the last day of thethen current Interest Period with respect thereto, the Relevant Borrower shallpay to such Relevant Lender such amounts, if any, as may be required pursuant toSection 3.19.

**3.16         Reserve Requirements. **
If the adoption of or any change in any Requirement of Law or inthe interpretation or application thereof applicable to any Relevant Lender, orcompliance by any Relevant Lender with any request or directive (whether or nothaving the force of law) from any central bank or other Governmental Authority(each such event, a ''**Legal or Regulatory Change**''), in each case madesubsequent to the Closing Date:

(a)

shall subject such Lender to any Taxes or change the basis oftaxation of such Lender except for (i) Indemnified Taxes grossed up orindemnified under Section 3.17 (including Indemnified Taxes that would have beengrossed up or indemnified but for any failure of such Lender to comply with itsobligations under, or such Lender being expressly disentitled from a gross-up orindemnity by virtue of Section 3.17(c) or (d)) or (ii) Excluded Taxes to whichsuch Lender is subject;

(b)

shall impose, modify or hold applicable any reserve (other thanany reserve related to the LIBOR Reserve Percentage or the EUROLIBOR ReservePercentage), special deposit, compulsory loan or similar requirement against anyasset held by, deposit or other liability in or for the account of, advance,loan or other extension of credit by, or any other acquisition of funds by, anyoffice of such Lender which is not otherwise included in the determination of arate hereunder; or

(c)

shall impose on such Lender any other condition (excluding anyTaxes and any matter referred to in Section 3.15);

and the result of any of the foregoing is to increase the cost tosuch Lender, by an amount which such Lender, acting reasonably, deems to bematerial, of making, converting into, continuing or maintaining any Loan or toreduce any amount receivable hereunder in respect thereof, then, in any suchcase, upon notice to the Relevant Borrower and the Administrative Agent, by suchLender, the Relevant Borrower shall be obligated to promptly pay such Lender,upon its demand, any additional amounts necessary to compensate such Lender onan after-tax basis (after taking into account applicable deductions and creditsin respect of the amount indemnified) for such increased cost or reduced amountreceivable; provided, however, that a party that becomes a Lenderafter the Closing Date shall be entitled to no greater payment 

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under this Section 3.16 than the transferor would have been entitled to receivehad no transfer taken place, except to the extent that the entitlement to agreater payment results from a Legal or Regulatory Change occurring after suchparty becomes a Lender.  If any Relevant Lender becomes entitled to claim anyadditional amounts pursuant to this Section 3.16, it shall provide prompt noticethereof to the Relevant Borrower and the Administrative Agent, certifying (i) thatone of the events described in this Section 3.16 has occurred and describing inreasonable detail the nature of such event, (ii) as to the increased cost orreduced amount resulting from such event and (iii) as to the additional amountdemanded by such Lender and a reasonably detailed explanation of the calculationthereof.  Such a certificate as to any additional amounts payable pursuant tothis Section 3.16 submitted by any such Lender shall be conclusive evidence ofsuch additional amounts (absent manifest error).  Any Lender entitled to apayment under this Section 3.16 shall, in conjunction with the notice referredto above, provide to the Relevant Borrower a photocopy of the relevant law,rule, guideline, regulation, treaty or directive.  Such Lender shall, at thewritten request of the Relevant Borrower, take such steps as such Lender, in itssole discretion, deems appropriate and not detrimental to its interests andsubject to payment of all expenses (including internal chargeout rates) andindemnification satisfactory to such Lender, to limit the incidence of anyamount payable under this Section 3.16, including seeking recovery for theaccount of the Relevant Borrower, by appealing any assessment.  This covenantshall survive the termination of this Agreement and the payment of the Loans andall other amounts payable hereunder.

**3.17         Taxes. **
(a)

All payments by any Obligor of principal of, and interest on, theLoans and all other amounts payable hereunder shall be made free and clear ofand without deduction for any Indemnified Taxes of any nature whatsoever imposedby any taxing authority on the Administrative Agent, any Issuing Lender or anyLender (or any assignee of such Lender or Issuing Lender, as the case may be, ora change in designation of the lending office of a Lender or an Issuing Lender,as the case may be (a ''**Transferee**'')), unless required by applicable law,rule or regulation or the interpretation thereof by the relevant taxingauthority.  In the event that any withholding or deduction from any payment tobe made by any Obligor hereunder is required in respect of any Indemnified Taxespursuant to any applicable law, rule or regulation or the interpretation thereofby the relevant authority, then the Obligor will: 

(i)

timely pay directly to the relevant taxing authority the fullamount required to be so withheld or deducted;

(ii)

promptly forward to the Administrative Agent an official receiptor other documentation reasonably satisfactory to the Administrative Agentevidencing such payment to such authority; and

(iii)

pay to the Administrative Agent for its account or the account ofany Issuing Lender, any Lender or any Transferee, as the case may be, suchadditional amount or amounts as are necessary to ensure that the net amountactually received by each such Person will equal the full amount such Personwould have received had no such withholding or deduction been required.

Moreover, if any Indemnified Taxes are directly asserted againstthe Administrative Agent, any Issuing Lender or any Lender or Transferee, eachObligor will indemnify and hold harmless the Administrative Agent, IssuingLender, Lender or Transferee (as the case may be) from all such IndemnifiedTaxes (and all reasonable expenses related thereto), whether or not suchIndemnified Taxes were correctly asserted.

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                               (b)

Each Obligor will timely pay and indemnify and hold harmless theAdministrative Agent, Issuing Lender, Lender or Transferee (as the case may be)from all Other Taxes (and all reasonable expenses related thereto) whether ornot such Other Taxes were correctly asserted.

(c)

Each Lender or Transferee that is a U.S. Revolving Lender andthat is organized under the laws of a jurisdiction other than the United Statesof America or any state or political subdivision thereof shall, on or prior tothe Effective Date (in the case of each such Lender that is a party hereto onthe Effective Date) or on or prior to the date of any assignment, participationor change in the designated lending office hereunder (in the case of aTransferee) and thereafter as reasonably requested from time to time by the U.S.Revolving Borrower or the Administrative Agent, execute and deliver, if legallyable to do so, to the U.S. Revolving Borrower and the Administrative Agent oneor more (as the U.S. Revolving Borrower or the Administrative Agent mayreasonably request) United States Internal Revenue Service Forms W-8BEN orW-8ECI or such other forms or documents (or successor forms or documents),appropriately completed, as may be applicable and determined by the U.S.Revolving Borrower to be reasonably satisfactory to establish the extent, ifany, to which a payment to such Lender or Transferee is exempt from or entitledto a reduced rate of withholding or deduction of Indemnified Taxes imposed bythe United States.

(d)

No Obligor shall be required to indemnify or to pay anyadditional amounts to the Administrative Agent, any Issuing Lender, any Lenderor Transferee, as the case may be, with respect to any Indemnified Taxes (A)imposed by the United States with respect to the U.S. Revolving Facility or (B)imposed by Canada with respect to the Canadian Revolving Facility pursuant toSection 3.17(a) to the extent that such Indemnified Tax results from anyobligation to withhold, deduct or pay amounts with respect to such IndemnifiedTax that existed on the date the Administrative Agent, the Issuing Lender, suchLender or Transferee became a party to this Agreement or otherwise becomes aTransferee (except where such Issuing Lender or Transferee became a party tothis Agreement (or designated a new lending office) at the request of anyObligor, during the continuance of an Event of Default or as a result of anyLegal or Regulatory Change); provided, however, that in the caseof a Transferee, the foregoing shall apply only to the extent that the rate ofsuch Indemnified Tax exceeds the rate of Indemnified Tax in respect of which theObligor was required to pay an additional amount or otherwise indemnify theLender or Transferee from whom the Transferee acquired its interest immediatelyprior to such transfer.  No Obligor shall be required to indemnify or pay anyadditional amounts to the Administrative Agent, any Issuing Lender, any Lenderor Transferee, as the case may be, with respect to any Indemnified Taxespursuant to Section 3.17(a) to the extent that such Indemnified Tax results froma failure by the Administrative Agent, any Issuing Lender, Lender or Transferee,as the case may be, to comply with the provisions of clause (c) or any othercertification, identification, information, documentation or other reportingrequirement if compliance is required by law, regulation, administrativepractice or any applicable tax treaty as a precondition to exemption from or areduction in the rate of deduction or withholding of Indemnified Taxes, but onlyto the extent that the Administrative Agent, any Issuing Lender, Lender orTransferee, as the case may be, was legally entitled to comply; provided,however, that the Administrative Agent, any Issuing Lender, Lender orTransferee, as the case may be, shall have no obligation under this clause (d)with respect to any Indemnified Taxes imposed by any jurisdiction other than theUnited States or Canada if in the reasonable judgment of such Person suchcompliance would subject such Person to any material unreimbursed cost orout-of-pocket expense or would otherwise be disadvantageous to such Person inany material respect.  No Obligor shall be required to indemnify or pay anyadditional amounts to the Administrative Agent, any Issuing Lender, any Lenderor Transferee, as the case may be, with respect to any Indemnified Taxespursuant to Section 3.17(a) to the extent that (i) in the case of the New TermFacility, such Indemnified Tax is imposed by Canada and the Administrative Agentor such Issuing Lender, Lender or Transferee does not deal at arm's length withthe relevant Obligor for purposes of the *Income Tax Act*(Canada), or(ii) in the case of the Canadian Revolving Facility, such Indemnified Tax isimposed by Canada and the Administrative Agent, or such Issuing Lender, Lenderor Transferee is not a Canadian 

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Resident, but only to the extent that the rate of such Indemnified Taxes on suchnon-Canadian Resident exceeds the highest rate of such Indemnified Taxes thatapplied to any transferor of such non-Canadian Resident (or any direct orindirect transferor of such transferor) while it was a Canadian Resident orimmediately after it ceased to be a Canadian Resident because of a Legal orRegulatory Change.

(e)

If the Administrative Agent, any Issuing Lender, any Lender orany Transferee determines in its sole discretion that it has received a refundof any Indemnified Taxes as to which it has been indemnified by any Obligor orwith respect to which any Obligor has paid additional amounts pursuant to thisSection 3.17, it shall pay over such refund to the Obligor (to the extent ofindemnity payments made, or additional amounts paid, by the Obligor under thisSection 3.17 with respect to Indemnified Taxes giving rise to such refund), netof all out-of-pocket expenses (including, without limitation, any Taxesattributable to such refund) of such Person and without interest (other than anyinterest paid by the relevant taxing authority with respect to such refund (netof any Taxes attributable to such interest)); provided that each Obligor,upon request of the Administrative Agent or any Issuing Lender, Lender orTransferee (the ''**Requesting Lender**''), agrees to repay within 10 daysafter receiving such request, the amount paid over to such Obligor (plus anypenalties, interest or other charges imposed by the relevant GovernmentalAuthority) to such Requesting Lender in the event the Requesting Lender isrequired to repay such refund to the relevant Governmental Authority.  ThisSection 3.17 shall not be construed to require the Administrative Agent or anyIssuing Lender, Lender or Transferee to make available its tax returns (or anyother information relating to its taxes which it deems confidential) to anyObligor or any other Person.

**3.18         Mitigation Obligations; Replacement of Lenders.** 
(a)

Mitigation of Obligations.  If anyLender requests compensation under Section 3.16 or if a Borrower is required topay any additional amount to any Lender or any Governmental Authority for theaccount of any Lender pursuant to Section 3.15 or Section 3.17, then such Lendershall use reasonable efforts to designate a different lending office for fundingor booking its Loans hereunder or to assign its rights and obligations hereunderto another of its offices, branches or affiliates if, in the reasonable judgmentof such Lender, such designation or assignment (i) would eliminate or reduceamounts payable pursuant to Section 3.15, 3.16 or 3.17, as the case may be, inthe future and (ii) would not subject such Lender to any unreimbursed cost orexpense and would not otherwise be disadvantageous to such Lender.  EachBorrower hereby agrees to pay all reasonable costs and out-of-pocket expensesincurred by any Lender in connection with any such designation or assignment.

(b)

Replacement of Lenders.  If anyLender requests compensation under Section 3.16, or if a Borrower is required topay any additional amount to any Lender or any Governmental Authority for theaccount of any Lender pursuant to Section 3.15 or 3.17, or if any Lenderdefaults in its obligation to fund Loans hereunder, then the Borrowers may, attheir sole expense and effort, upon notice to such Lender and the AdministrativeAgent, require such Lender to assign and delegate, without recourse (inaccordance with and subject to the restrictions contained in Section 11.3), allof its interests, rights and obligations under this Agreement to an assigneeselected by the Borrowers that shall assume such obligations (which assignee maybe another Lender, if a Lender accepts such assignment); provided that (i) theBorrowers shall have received the prior written consent of the AdministrativeAgent (and, if a Commitment related to a Revolving Facility is being assigned,the relevant Issuing Lender and relevant Swingline Facility Lender), whichconsent shall not unreasonably be withheld, (ii) such Lender shall have receivedpayment of an amount equal to the outstanding principal of its Loans and L/CInterests and Swingline Facility Loans, accrued interest thereon, accrued feesand all other amounts payable to it hereunder, including Section 3.17 (assumingfor this purpose that the Loans of such Lender were being prepaid), from theassignee (to the extent of such outstanding principal and accrued interest andfees) or the Borrowers (in the case of all other amounts) and (iii) in the caseof any such assignment resulting from a 

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claim for compensation under Section 3.15, or payments required to be madepursuant to Section 3.17, such assignment will result in a material reduction insuch compensation or payments.  A Lender shall not be required to make any suchassignment and delegation if, prior thereto, as a result of a waiver by suchLender or otherwise, the circumstances entitling the Borrowers to require suchassignment and delegation cease to apply.

**3.19         Indemnity Regarding LIBOR Loans and EUROLIBOR Loans. **
Each Borrower promises to indemnify each Relevant Lender and eachBorrower agrees to hold each such Lender harmless from and against, any loss orexpense which such Lender may suffer, sustain or incur (other than through suchLender's gross negligence or willful misconduct) as a consequence of (a) anydefault by any such Borrower in making a borrowing of, conversion into orcontinuation of any LIBOR Loan or EUROLIBOR Loan after the Relevant Borrower hasgiven notice thereof in accordance with the provisions of this Agreement,(b) any default by any Borrower in making any prepayment of any LIBOR Loan orEUROLIBOR Loan after such Borrower has given notice of its intention to make anysuch prepayment in accordance with the provisions of this Agreement and (c) themaking of a prepayment of any LIBOR Loan or EUROLIBOR Loan on a day which is notthe last day of an Interest Period with respect thereto, whether or notvoluntary on the part of such Borrower.  Such indemnification shall include anamount equal to (i) the amount of interest which would have accrued on theamount so prepaid, or not so borrowed, converted or continued, for the periodfrom the date of such prepayment or of such failure to so borrow, convert orcontinue to the last day of the applicable Interest Period (or, in the case of afailure to so borrow, convert or continue, the Interest Period that would havecommenced on the date of such failure) in each case at the applicable rate ofinterest for such LIBOR Loan or EUROLIBOR Loan provided for herein (excluding,however, the Applicable Margin applicable thereto) minus the amount of interest(as reasonably determined by the Relevant Lender) which would have accrued tosuch Lender on such amount by placing such amount on deposit for a comparableperiod with one or more leading banks in the London interbank market.  Theagreements in this Section 3.19 shall survive the termination of this Agreementand the payment of the Loans and all other amounts payable hereunder.

**3.20         Compliance with the Interest Act (Canada). **
For the purposes of this Agreement, whenever any interest iscalculated on the basis of a period of time other than a calendar year, theannual rate of interest to which such rate of interest determined pursuant tosuch calculation is equivalent for the purposes of the *Interest Act*(Canada) is such rate as so determined multiplied by the actual number of daysin the calendar year in which the same is to be ascertained and divided by thenumber of days used as the basis of such calculation.

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**ARTICLE 4CONDITIONS PRECEDENT**

**4.1         Conditions to Effectiveness of Original Credit Agreement. **
The effectiveness of the Original Credit Agreement was subject tothe satisfaction (or waiver) of the conditions precedent set forth in Section4.1 of the Original Credit Agreement (the date of the satisfaction (or waiver)of each of such conditions, the ''**Effective Date**'').  The text thereof isnot included herein for economy of documentation; reference is made to theOriginal Credit Agreement for the text of Section 4.1.

**4.2         Conditions to Initial Extension of Credit Under Original Credit Agreement. **
The obligation of the Lenders to make Extensions of Credit underthe Original Credit Agreement was subject to the satisfaction (or waiver) of thecondition precedent that the Effective Date had occurred not more than fiveBusiness Days prior thereto (or occurred simultaneously therewith) and to thesatisfaction (or waiver) of additional conditions precedent set forth in Section4.2 of the Original Credit Agreement on the Closing Date.  The text thereof isnot included herein for economy of documentation; reference is made to theOriginal Credit Agreement for the text of Section 4.2.

**4.3A       Conditions toEffectiveness.** 

The effectiveness of this Agreement is subject to thesatisfaction (or waiver) of the following conditions precedent (the date, whichshall be a Business Day, of the satisfaction (or waiver) of each of thefollowing conditions, the ''**Amendment****Effective Date**''):

(a)

Executed Credit Documents.  The LeadArrangers shall have received a copy of this Agreement, duly executed by eachPerson party hereto on the Amendment Effective Date, with executed counterpartsof the signature pages hereto in such quantity as the Lead Arrangers shallreasonably request.

(b)

Constitutional Documents; Additional Documents. The Lead Arrangers shall have received each of the following documents withrespect to each Obligor, certified (other than those referred to in clause (iv)below) by a senior officer of such Obligor to be true, complete and correct andin full force and effect, unamended, as of the Amendment Effective Date:

(i)

Organizational Documents.  Copies ofthe Organizational Documents of each Obligor to the extent not previouslydelivered;

(ii)

Incumbency.  An incumbencycertificate in respect of each Obligor to the extent not previously delivered.

(iii)

Resolutions.  Copies of resolutionsof the shareholders and/or the board of directors or partners, as applicable, ofeach Obligor of its obligations under the Credit Documents to which it is aparty and the transactions contemplated therein and of the related intercompanytransactions to be consummated in connection with the Amendment Effective Date,and authorizing the execution and delivery thereof; and

(iv)

Good Standing.  Copies ofcertificates of good standing, status, compliance, existence or qualification tocarry on business or their equivalent with respect to each Obligor to the extentnot previously delivered, certified as of a recent date prior to 

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the Effective Date by the appropriate Governmental Authority of the country,  province, state or other jurisdiction of formation, incorporation,  amalgamation or continuation, as the case may be.

(c)

Fees and Expenses.  The Agent FeeLetter shall be in full force and effect, and the Obligors shall have paid allfees and expenses, including reasonable legal fees and disbursements of LeadArrangers' Counsel, then owing by them to the Lenders and the Agents or any ofthem.

(d)

Repayment of Term Facilities.  TheLead Arrangers shall have received evidence reasonably satisfactory to them ofthe repayment in full of amounts outstanding under the Canadian Term Facilityand the U.S. Term Facility under the Original Credit Agreement, together withinterest and fees and all other Obligations under the Credit Documents relatedthereto.

(e)

Documentation and Evidence of Certain Matters. The Lead Arrangers shall have received each of the following documents, eachduly executed where appropriate (with executed counterparts of the signaturepages thereto in such quantity as the Lead Arrangers shall reasonably request),and each of which shall be reasonably satisfactory to the Administrative Agentin form and substance:

(i)

Officer's Certificates.  Acertificate of the Canadian Borrower executed by the chief financial officer ofthe Canadian Borrower dated as of the Amendment Effective Date and stating that,immediately after giving effect to this Agreement and the other Credit Documentsand the transactions contemplated therein (if any) to occur on the AmendmentEffective Date, all representations and warranties contained herein and in theother Credit Documents are true and correct in all material respects (except tothe extent any such representation or warranty is by its terms already qualifiedas to materiality, in which case such representation or warranty shall be trueand correct), including all Extensions of Credit.

(ii)

Opinions of Counsel.  Opinions ofeach of Ropes & Gray LLP, special U.S. counsel to the Obligors, Osler, Hoskin &Harcourt LLP, special Canadian counsel to the Obligors, and each other counselto the Obligors set forth on **Schedule 4.3A(e)(ii)**, in each case as tosuch matters as the Lead Arrangers may reasonably require, including as toMortgages.

(iii)

Notes.  The Notes evidencing the NewTerm Commitment duly completed and executed for each Lender that has requestedNotes prior to the Amendment Effective Date.

(iv)

Other Documents.  The Lenders shallhave received such other customary legal opinions, corporate documents and otherinstruments and/or certificates as they may reasonably request.

(f)

Payment of Fees and Expenses.  Allaccrued and unpaid fees and expenses (including the reasonable fees and expensesof Lead Arrangers' Counsel) in connection with the Credit Documents shall havebeen paid.  All fees to be paid in connection with the Amendment Fee Lettershall have been paid.

(g)

U.S. Collateral.  The Lead Arrangersshall have received each of the following documents with respect to Collaterallocated in the United States:

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                     (i)
Mortgage Amendments.  With respectto each Mortgage executed prior to the Amendment Effective Date, a MortgageAmendment substantially in the form of **Exhibit P**(each, a ''**MortgageAmendment**'') duly executed and acknowledged by the applicable Obligor, andotherwise in form for recording in the recording office where each such Mortgagewas recorded, together with such certificates, affidavits, questionnaires orreturns as shall be required in connection with the recording or filing thereofunder applicable law, all of which shall be in form and substance reasonablysatisfactory to the Administrative Agent.  The foregoing requirement forMortgage Amendments shall not be a condition to the effectiveness of thisAgreement on the Amendment Effective Date with respect to the Mortgages on theproperties located at (i) 6545 US 1, Grant, Florida, (ii) 1111 J-A BombardierBoulevard, SW, Palm Bay, Florida and (iii) 1211 Greenwood Road, Spruce Pine, NC(each, an ''**Excluded Mortgaged Real Property**'').

(ii)

Title Insurance Policies.  Withrespect to each Mortgage Amendment, a copy of the existing mortgage titleinsurance policy and an endorsement with respect thereto (each, a ''**MortgagePolicy**'') relating to the Mortgage encumbering such Mortgaged Real Propertyassuring the Administrative Agent that the Mortgage, as amended by the MortgageAmendment, is a valid and enforceable first priority lien on such Mortgaged RealProperty in favor of the Administrative Agent for the benefit of the SecuredParties free and clear of all defects and encumbrances and liens except PriorLiens (as defined in the applicable Mortgage), and such Mortgage Policy shallotherwise be in form and substance reasonably satisfactory to the AdministrativeAgent.  The foregoing requirement for Mortgage Policies shall not be a conditionto the effectiveness of this Agreement on the Amendment Effective Date withrespect to the Excluded Mortgaged Real Properties.

(iii)

Other Security Documents.  The U.S.Security Agreement as amended and restated as of the Amendment Effective Date,UCC Financing Statements (Form UCC-1), financing statements under any otherapplicable law, rule or regulation and such other security pledge agreementsrequired under local law in the judgment of Lead Arrangers' Counsel andrequested reasonably in advance of the intended Amendment Effective Date, eachof which shall be in full force and effect, and in each case duly authorized,executed and delivered and registered, filed or recorded (if applicable) by eachU.S. Obligor and the Administrative Agent.

(h)

Canadian Collateral.  TheAdministrative Agent shall have received each of the following documents withrespect to Collateral located in Canada or owned by a Person having a principalplace of business, chief executive office or domicile in Canada:

(i)

Security Documents.  The CanadianSecurity Agreement as amended and restated as of the Amendment Effective Dateand such other pledge agreements required under Canadian or applicableprovincial law in the judgment of Lead Arrangers' Counsel and requestedreasonably in advance of the intended Amendment Effective Date, each of whichshall be in full force and effect, and in each case duly authorized, executedand delivered by each Canadian Obligor and the Administrative Agent.

**4.3B        Conditions to  All Extensions of Credit. **
In addition to the conditions precedent set forth in thisAgreement stated elsewhere herein, including Section 4.3A (in respect of theExtensions of Credit made on the Amendment Effective Date), the obligation ofthe Lenders to make any Extension of Credit hereunder is subject to thesatisfaction 

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(or waiver) of the following additional conditions precedent, except thatclause 4.3B(b) shall not apply to the continuation or conversion of Loans:

(i)

Notice of Borrowing.  The RelevantBorrower requesting such Extension of Credit shall have delivered a Notice ofBorrowing or Notice of Continuation/Conversion, as applicable, duly executed andcompleted, to the Administrative Agent in accordance with Section 2.4 or 3.2, asapplicable;

(j)

Representations and Warranties.  Therepresentations and warranties made by the Obligors in each of the CreditDocuments shall be true and correct in all material respects (except to theextent any such representation or warranty is by its terms already qualified asto materiality, in which case such representation or warranty shall be true andcorrect) at and as if made as of the date of any such Notice of Borrowing and asof the intended Extension Date, except to the extent they expressly relate onlyto, and were true and correct in all material respects (except to the extent anysuch representation or warranty is by its terms already qualified as tomateriality, in which case such representation or warranty shall be true andcorrect) on, an earlier date specified therein;

(k)

No Default.  No Default or Event ofDefault shall exist or be continuing either prior to or immediately after givingeffect to the requested Extension of Credit;

(l)

Availability.  Immediately aftergiving effect to the making of any Extension of Credit (and the application ofthe proceeds thereof), the Outstanding Amount under the Relevant Facility shallnot exceed the Committed Amount in respect of the Relevant Facility; and

(m)

Payment of All Indebtedness Due. The Obligors shall have paid in full all amounts (whether in respect of theprincipal of or interest on any Loan theretofore made, any fee payablehereunder, any cost or expense to be reimbursed to any Lender or Agent orotherwise) theretofore due and payable by any of the Obligors under or pursuantto any of the Credit Documents.

**ARTICLE 5REPRESENTATIONS AND WARRANTIES**

Each Obligor, jointly and severally, hereby represents andwarrants to the Agents and the Lenders that:

**5.1         Financial Condition. **
The financial statements and reports that have been delivered tothe Lenders pursuant to Section 4.2 of the Original Credit Agreement andSections 6.1(a) and 6.1(b), as applicable, (a) have been prepared (except asreferred to in such sections) in accordance with GAAP; and (b) present fairly inall material respects the combined and combining (as applicable) financialcondition, results of operations and cash flows of the Canadian Borrower and itsSubsidiaries as of the respective dates thereof and for the respective periodscovered thereby, subject to normal year-end audit adjustments.  There has beenno change in the financial condition of the Canadian Borrower or itsSubsidiaries since the date of the most recent audited financial statements ofthe Canadian Borrower that, individually or in the aggregate, has had or couldreasonably be expected to have a Material Adverse Effect.

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**5.2         Organization and Good Standing. **
Except as permitted by this Agreement, each of the Obligors andtheir respective Subsidiaries:  (a) is a corporation or other entity dulyorganized, validly existing and in good standing under the laws of thejurisdiction of its incorporation or organization, and is duly qualified as aforeign corporation or other entity and in good standing under the laws of eachjurisdiction where its ownership or lease of property or the conduct of itsbusiness requires such qualification (except for jurisdictions in which suchfailure to so qualify or to be in good standing, individually or in theaggregate, has not had and could not reasonably be expected to have a MaterialAdverse Effect); (b) has the requisite corporate or organizational power andauthority and the legal right to own and operate its properties and (except asset forth in **Schedule 5.13**) create a Lien thereon, to lease the propertyit operates under Lease, and to conduct its business as now, heretofore and asproposed to be conducted; and (c) is in compliance with its OrganizationalDocuments.

**5.3         Due Authorization. **
Each Obligor has all necessary corporate, partnership or otherorganizational power, authority and legal right to execute, deliver and performits obligations under each Credit Document and each other Transaction Documentto which it is a party and to consummate the transactions herein and thereincontemplated, including borrowings under the New Term Facility; the execution,delivery and performance by each Obligor of each Transaction Document to whichit is a party and the consummation of the transactions herein and thereincontemplated have been duly authorized by all necessary corporate, partnershipor other organizational action on its part; and this Agreement has been, and theother Transaction Documents have been, or when executed and delivered will be,duly and validly executed and delivered by such Obligor and constitute, and eachof the Notes to which it is a party when executed and delivered by such Obligor(in the case of the Notes, for value) will constitute, its legal, valid andbinding obligation, enforceable against such Obligor in accordance with theirrespective terms, except as such enforceability may be limited by (a) ApplicableInsolvency Laws and (b) the application of general principles of equity(regardless of whether such enforceability is considered in a proceeding inequity or at law).

**5.4         No Conflicts. **
Neither the execution and delivery of any of the TransactionDocuments, nor the consummation of the transactions herein and thereincontemplated, nor performance of and compliance with the terms and provisionsherein and thereof, by any Obligor will (a) violate or conflict with anyprovision of its Organizational Documents, (b) violate, contravene or materiallyconflict with any Requirement of Law or any order, writ, judgment, injunction,decree or permit applicable to it the violation of which, individually or in theaggregate, could reasonably be expected to have a Material Adverse Effect,(c) violate, contravene or breach any contractual provisions of, or cause anyevent of default under, any Material Contract or any other indenture, loanagreement, mortgage, deed of trust, contract or other agreement or instrument towhich it is a party or by which it or any of its properties is bound, theviolation of which, individually or in the aggregate, could reasonably beexpected to have a Material Adverse Effect, or (d) result in or require thecreation of any Lien (other than any Permitted Lien) upon or with respect to anyof its properties.

**5.5         Consents. **
As of the Closing Date, no consent, approval, authorization ororder of, or filing, registration or qualification with, any GovernmentalAuthority or third party in respect of any Obligor (other than filings orregistrations in respect of Security Documents) is required in connection withthe execution, delivery or observance or performance of this Agreement or any ofthe other Transaction Documents by 

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such Obligor, except those that have been obtained or the failure of which toobtain could not, individually or in the aggregate, reasonably be expected tohave a Material Adverse Effect.

**5.6         No Default. **
No Obligor or any of its Subsidiaries is in default in anyrespect of or under any contract, Lease, loan agreement, indenture, mortgage,security agreement or other agreement (including any Material Contract, otherthan the Credit Documents) or obligation to which it is a party or by which anyof its properties is bound which default, individually or in the aggregate,could reasonably be expected to have a Material Adverse Effect.  Each MaterialContract is in full force and effect.  No Default or Event of Default hasoccurred or exists except as previously disclosed in writing to theAdministrative Agent pursuant to and in accordance with Section 6.1(h)(ii).

**5.7         Ownership. **
Each Obligor has good and marketable title to all of the materialProperty (other than Intellectual Property) owned by it (except insofar asmarketability may be limited by any laws or regulations of any GovernmentalAuthority affecting such assets), and all such assets and Property are free andclear of all Liens except Liens permitted under Section 7.2.  Substantially allof the assets and Property owned by, leased to or used by each Obligor in itsbusiness are in good operating condition and repair, ordinary wear and tearexcepted, are free and clear of any known defects except such defects as do notsubstantially interfere with the continued use thereof in the conduct of normaloperations, and are able to serve the function for which they are currentlybeing used, except in each case where the failure of such asset to meet suchrequirements, individually or in the aggregate, has not had and could notreasonably be expected to have a Material Adverse Effect.  No TransactionDocument and no transaction contemplated under any such document will affect anyright, title or interest of any Obligor in or to any of such assets in a mannerthat, individually or in the aggregate, could reasonably be expected to have aMaterial Adverse Effect.

**5.8         Indebtedness. **
No Obligor has any Indebtedness except Permitted Indebtedness.

**5.9         Litigation. **
Except as set forth in **Schedule 5.9**, there is noProceeding pending against or, to the knowledge of the Obligors, threatenedagainst any Obligor or any of its Properties before any Governmental Authorityor private arbitrator that (i) individually or in the aggregate, couldreasonably be expected to have a Material Adverse Effect or (ii) may challengethe validity or enforceability of any of the Transaction Documents.

**5.10         Taxes. **
Each Obligor has timely filed, or caused to be timely filed, allmaterial tax returns (federal, provincial, state, regional, municipal andforeign) required to be filed by it and has timely paid (a) all amounts of Taxesshown thereon to be due (including interest and penalties) and (b) all othertaxes, fees, assessments and other governmental charges (including mortgagerecording taxes, documentary stamp taxes and intangible taxes) due and payablethrough the date hereof, except for such Taxes that are being contested in goodfaith and by proper proceedings, and in respect of which adequate reserves arebeing maintained by it in accordance with GAAP, unless the failure to make anysuch payment, individually or in the aggregate, (i) would give rise to animmediate right to foreclose, distrain, sale or commence a similar 

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proceeding or the enforcement of a Lien securing any such amount or (ii) has hador could reasonably be expected to have a Material Adverse Effect.  As of theAmendment Effective Date, except as set forth in **Schedule 5.10** withrespect to each Obligor and any of its Subsidiaries, there are no audits,investigations or claims being asserted in writing with respect to any Taxesthat, individually or in the aggregate, has had or could reasonably be expectedto have a Material Adverse Effect, having regard to the overall tax liability ofsuch Obligor and its Subsidiaries.

**5.11         Compliance with Law. **
Each Obligor is in compliance with all Requirements of Law andall orders and decrees applicable to it, or to its Properties, except to theextent that any failure to comply therewith, individually or in the aggregate,has not had and could not reasonably be expected to have a Material AdverseEffect.

**5.12         Pension Plans and ERISA.** 
Except as, individually or in the aggregate, has not had andcould not reasonably be expected to have a Material Adverse Effect:

(a)

(i) No ERISA Event has occurred, and, to the knowledge of theObligors, no event or condition has occurred or exists as a result of which anyERISA Event could reasonably be expected to occur, with respect to any Plan;(ii) each Plan has been maintained, operated and funded in compliance with itsown terms and with the provisions of ERISA and any other applicable U.S. federalor state laws; and (iii) no Lien, including any Lien in favor of the PBGC or aPlan, has arisen and, to the knowledge of the Obligors, no event has occurredthat is reasonably likely to give rise to such a Lien on account of any Plan;

(b)

The actuarial present value of all ''benefit liabilities'' undereach Single Employer Plan (determined within the meaning of Section 4041(d) of ERISA, utilizing the actuarial assumptions used to fund such Plans), whether ornot vested, did not, as of the last annual valuation date prior to the date onwhich this representation is made or repeated, exceed the current value of theassets of such Plan allocable to such accrued liabilities;

(c)

The present value (determined using actuarial and otherassumptions which are reasonable with respect to the benefits provided and theemployees participating) of the liability of each of the Obligors and theirrespective Subsidiaries and each ERISA Affiliate for post-retirement welfarebenefits to be provided to their current and former employees under Plans whichare welfare benefit plans (as defined in Section 3(1) of ERISA), net of allassets under all such Plans allocable to such benefits, are reflected on thefinancial statements of such Person, in accordance with FASB 106 or generallyaccepted accounting principles in the United States, as the case may be;

(d)

(i) All Canadian Plans are duly established, registered,administered and invested in compliance with the terms thereof, any applicablecollective agreements and Applicable Canadian Pension Legislation; (ii) noevents have occurred and no action has been taken by any Person which wouldreasonably be likely to result in the termination or partial termination of anyCanadian Plan, whether by declaration of any federal or provincial pensionregulatory authority or otherwise; (iii) none of the Obligors or any of theirrespective Subsidiaries has withdrawn any assets held in respect of any CanadianPlan except as permitted under the terms thereof and Applicable Canadian PensionLegislation and all reports, returns and filings required to be made thereunderhave been made, except where the failure to make such report, return or filing,individually or in the aggregate, has not had and could not reasonably beexpected to have a Material Adverse Effect; 

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(iv) no Canadian Plan has a solvency deficiency or going concern unfundedliability that is not funded in accordance with the *Supplemental PensionPlans Act*(Québec) and the regulations thereunder, as amended; (v) allcontributions, premiums and other payments required to be paid to or in respectof each Canadian Plan have been paid in a timely fashion in accordance with theterms thereof and Applicable Canadian Pension Legislation, and no Taxes,penalties or fees are owing or exigible in respect of any Canadian Plan; and(vi) no actions, suits, claims or proceedings are pending or, to the knowledgeof the Obligors, threatened in respect of any Canadian Plan or its assets, otherthan routine claims for benefits;

(e)

Each Foreign Plan has been maintained in compliance with itsterms and with the requirements of any and all applicable laws, statutes, rules,regulations and orders and has been maintained, where required, in good standingwith applicable regulatory authorities.  No Borrower nor any Subsidiary hasincurred any material obligation in connection with the termination of orwithdrawal from any Foreign Plan.  The present value of the accrued benefitliabilities (whether or not vested) under each Foreign Plan which is funded,determined as of the end of the most recently ended fiscal year of the CanadianBorrower on the basis of actuarial assumptions, each of which is reasonable(based on the actuarial assumptions used for purposes of the applicablejurisdiction's financial reporting requirements), did not exceed the currentvalue of the assets of such Foreign Plan, and for each Foreign Plan which is notfunded, the obligations of such Foreign Plan are properly accrued; and

(f)

There does not exist any accumulated deficiency, whether or notwaived, with respect to the Canadian Borrower or any of its Subsidiaries.

**5.13         Subsidiaries. **
(a)

As of the Amendment Effective Date, set forth on **Schedule 5.13****is a complete and accurate list of (i) each Subsidiary of the Obligors,including jurisdiction of incorporation or organization thereof and indicatingwhether such Subsidiary is a Material Subsidiary or a Guarantor, (ii) theauthorized and issued Equity Interests of each such Subsidiary and (iii) thepercentage of outstanding shares or other interests of each class of EquityInterests of each such Subsidiary owned directly or indirectly by the Obligors.

(b)

As of the Amendment Effective Date, the outstanding EquityInterests held by the Obligors, directly or indirectly, in each such Subsidiaryare validly issued, fully paid and non-assessable (where applicable) and are soowned by the Obligors, directly or indirectly, free and clear of all Liens otherthan Permitted Liens.  As of the Amendment Effective Date, other than as setforth on **Schedule 5.13**, (i) no Person other than the Obligors and theirSubsidiaries owns any Equity Interests, directly or indirectly, of anySubsidiary of an Obligor, (ii) no Person has any written or oral agreement oroption or any right or privilege (whether by law, pre-emptive or contractual)capable of becoming an agreement or option for the purchase or acquisition fromthe Obligors or any of their respective Subsidiaries of any of the outstandingEquity Interests of any Subsidiary of an Obligor, and (iii) no Subsidiary of theObligors has outstanding any security convertible into or exchangeable for itsEquity Interests nor does any such Subsidiary have outstanding any right tosubscribe for or to purchase or any option for the purchase of, or any agreementproviding for the issuance (contingent or otherwise) of, or any call, commitmentor claim of any character relating to, any of its Equity Interests.

**5.14         Use of Proceeds; Margin Stock. **
The proceeds of the Loans hereunder will be used solely for thepurposes specified in Section 6.8.  Without limiting the generality of theimmediately preceding sentence, none of the proceeds 

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of any Loans will be used for the purpose of purchasing or carrying any''marginstock'' as defined in Regulation U or X, or for the purpose of reducing orretiring any Indebtedness which was originally incurred to purchase or carry ''margin stock'' or any''margin security'' (as defined in Regulation T) or for anyother purpose which might constitute this transaction a ''purpose credit'' withinthe meaning of Regulation T, U or X.

**5.15         Government Regulation. **
No Obligor incorporated or organized under the laws of the UnitedStates of America or any state thereof is subject to regulation under the U.S.*Public Utility Holding Company Act of 1935*, the *Federal Power Act*,or the U.S. *Investment Company Act of 1940*, each as amended.  As of theAmendment Effective Date, no director, executive officer or Affiliate of theObligors is a director, executive officer or principal shareholder (each asdefined in Regulation O) of any of the Agents or any of the Lenders.

**5.16         Environmental Matters. **
Except as specifically set forth on **Schedule 5.16** (asupdated by notice in writing to the Administrative Agent from time to time), andexcept where any non-compliance with clauses (i) through (vii) below,individually or in the aggregate, has not had and could not reasonably beexpected to have a Material Adverse Effect:

(i)

each of the Real Properties and all operations at each of theReal Properties are in compliance with all applicable Environmental Laws, andthere is no violation of, or any liability incurred with respect to, anyEnvironmental Law with respect to any of the Real Properties, or the facilitiesowned, leased or operated or the businesses operated by the Companies, and thereare no conditions relating to any such Real Properties, facilities or businessesthat have given rise to or will give rise to or could be reasonably expected togive rise to liability under any Environmental Laws;

(ii)

none of the Companies has received or has knowledge of anywritten notice of, or written inquiry from any Person regarding, or is aware of,any violation, alleged violation, non-compliance, liability or potentialliability regarding any Hazardous Materials or compliance with any EnvironmentalLaws, nor do the Obligors have knowledge that any such notice or inquiry isbeing threatened;

(iii)

no Hazardous Materials have been transported, disposed of, used,handled, generated, treated, stored or Released from, at, on or under anylocation in a manner that will give rise to or could reasonably be expected togive rise to liability under any Environmental Law;

(iv)

no judicial proceeding or governmental or administrative actionis pending or, to the knowledge of any Obligor, threatened under anyEnvironmental Law to which the Obligors or any of their respective Subsidiariesis or, to the knowledge of the Obligors, will be named as a party, nor are thereany consent decrees or other decrees, consent orders, administrative orders orother orders, or other administrative or judicial requirements outstanding underany Environmental Law with respect to the Obligors, or any of their respectiveSubsidiaries or the Real Properties;

(v)

there has been no Release or threat of Release of any HazardousMaterials at or under or from any of the Real Properties or any real property orfacility currently or formerly owned, leased or operated by the Obligors or anyof their respective Subsidiaries, or arising from or related to any current orformer businesses operated by the Obligors or any of their respectiveSubsidiaries, in violation of or in amounts or in a manner that gave rise to orwill give rise to or could reasonably be expected to give rise to liabilityunder any Environmental Laws;

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                      (vi)

none of the Real Properties and no real property or facilitycurrently or formerly owned, leased or operated by the Obligors or any of theirrespective Subsidiaries contains, or has previously contained, any HazardousMaterials in amounts or concentrations that constitute or constituted aviolation of, or gave rise to or will give rise to or could reasonably beexpected to give rise to liability under any Environmental Laws; and

(vii)

none of the Obligors nor any of their respective Subsidiaries hasassumed any liability of any Person under any Environmental Law.

**5.17         Intellectual Property. **
Each of the Obligors and their respective Subsidiaries owns freeand clear of all Liens other than Permitted Liens, or has the legal right to use(directly or indirectly), all patents, trademarks, trade names, copyrights,licenses, technology, know-how, processes or other intellectual property rights(collectively, ''**Intellectual Property**'') necessary for each of them toconduct their respective businesses as currently conducted by them, except tothe extent that any failure to own or have any such legal right to use any suchintellectual property, individually or in the aggregate, has not had and couldnot reasonably be expected to have a Material Adverse Effect.  Except as setforth on **Schedule 5.17**, to the knowledge of the Obligors, no claim ispending that any Obligor infringes upon the asserted rights of any other Personunder any Intellectual Property, except for any such claim that could not andcould not reasonably be expected to, individually or in the aggregate, ifdetermined adversely, have a Material Adverse Effect.  Except as set forth on **Schedule 5.17**, to the knowledge of the Obligors, no claim is pending thatany such Intellectual Property owned or licensed by any Obligor or which anyObligor otherwise has the right to use is invalid or unenforceable, except forany such claim that, individually or in the aggregate, has not had and could notreasonably be expected to have a Material Adverse Effect.

**5.18         Investments. **
All Investments of the Obligors and their respective Subsidiariesconstitute Permitted Investments.

**5.19         Insurance. **
All policies of property, marine, boiler, fire, flood, liability,workers' compensation, casualty, business interruption and other forms ofinsurance owned or held by any Obligor on its own behalf or on behalf of itsSubsidiaries (and all self-insurance retentions and deductibles thereunder)conform to the requirements set forth in Section 6.6 and (a) are sufficient forcompliance with all Requirements of Law and all Material Contracts to which anysuch Person is a party, and (b) provide adequate insurance coverage in at leastsuch amounts and against at least such risks (including in any event publicliability) as are customary for companies engaged in the same or a similarbusiness for the assets and operations of any such Person.  All such policiesare in full force and effect, all premiums with respect thereto have been paidin accordance with their respective terms and no written notice of cancellationor termination has been received by any Obligor with respect to any such policy,except for any cancellation, termination or other modification to such policiesthat does not have or could not reasonably be expected to have a MaterialAdverse Effect.  Except as described in **Schedule 5.19** as of the ClosingDate, no Obligor self-insures against any risks, losses or perils.

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**5.20         Material Contracts. **
**Schedule 5.20** sets forth eachMaterial Contract in effect on the Closing Date.  As of the Closing Date, a trueand complete copy of each Material Contract has been delivered or made availableto the Administrative Agent.  As of the Closing Date, each Obligor has performedall of the obligations required to be performed by it in all material respectsand is entitled to all benefits under, and is not in default or, to theknowledge of the Obligors, alleged to be in default under any Material Contractto which such Obligor is a party or by which it is bound.  Each MaterialContract is in and in full force and effect, and no event, condition oroccurrence exists which, after notice or lapse of time or both, would constitutea default under any Material Contract, except for any event, condition oroccurrence that does not have or could not reasonably be expected to have aMaterial Adverse Effect.

**5.21         Employee Matters. **
 (i) No Obligor and none of their Subsidiaries and none of theirrespective employees is subject to any collective bargaining agreement as of theClosing Date, except as set forth on **Schedule 5.21**, (ii) there is nostrike, slowdown, work stoppage or controversy pending or, to the knowledge ofthe Obligors, threatened against the Obligors or any of their respectiveSubsidiaries or any of their respective employees, that, individually or in theaggregate, has had or could reasonably be expected to have a Material AdverseEffect and (iii) no Obligor and none of their Subsidiaries is party to anemployment contract the termination of which or payments under which,individually or in the aggregate, have had or could reasonably be expected tohave a Material Adverse Effect.

**5.22**

**Security Interest; Absence of Financing Statements; Etc.**

The Security Documents, once executed and delivered, will create,in favor of the Administrative Agent for the benefit of the Secured Parties, assecurity for the obligations purported to be secured thereby, (i) a valid andenforceable security interest in and Lien upon all of the Collateral (and theproceeds thereof) and (ii) upon the filing, recording or registering with theappropriate Governmental Authorities and delivery of the applicable documents tothe Administrative Agent, a perfected security interest in all of the Collateral(and the proceeds thereof) in which a security interest may be perfected byfiling, recording or registering with the appropriate Governmental Authoritiesand delivery of applicable documents to the Administrative Agent superior to andprior to the rights of all third persons other than the holders of Prior Liensand subject to no other Liens except as expressly permitted by the SecurityDocuments.

Except for (i) in the case of Collateral, Liens expresslypermitted by the Security Documents, (ii) in the case of all other Property,Permitted Liens and (iii) the Liens created by the Security Documents, there isno currently effective financing statement, security agreement, chattelmortgage, real estate mortgage or other document filed or recorded with anyfiling records, registry, or other public office, that purports to cover, affector give notice of any Lien on, or security interest in, any Property of anyCompany or rights thereunder, except for filings and notices to be terminatedprior to the Closing Date or pursuant to proper documentation delivered by theCanadian Borrower to the Administrative Agent on the Closing Date.

**5.23         Licenses and Permits. **
The Obligors hold all governmental permits, licenses,authorizations, consents and approvals necessary for them to own, lease andoperate their respective Properties and to operate their respective businessesas now being conducted and as proposed to be conducted (collectively, the ''**Permits**''),except for Permits the failure of which to obtain, individually or in theaggregate, has not had, and 

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could not reasonably be expected to have a Material Adverse Effect.  None of thePermits has been modified in any way that, individually or in the aggregate, hashad or could reasonably be expected to have a Material Adverse Effect.  AllPermits are in full force and effect except where the failure to be in fullforce and effect, individually or in the aggregate, has not had and could notreasonably be expected to have a Material Adverse Effect.

**5.24         True and Complete Disclosure. **
The information, reports, financial statements, exhibits andschedules furnished in writing by or on behalf of any Obligor to any Creditor inconnection with the negotiation, preparation or delivery of the Credit Documentsor included or delivered pursuant thereto or pursuant to the ConfidentialInformation Memorandum dated November 2003 distributed in connection with thesyndication of the Commitments and Loans, including all filings made with theCommission or with any securities commission of any province of Canada by anyCompany, in each case as modified or supplemented, but in each case excludingall projections, whether prior to or after the date of this Agreement, whentaken as a whole, do not, as of the date such information was furnished, containany untrue statement of material fact or omit to state a material fact necessaryin order to make the statements herein or therein, in light of the circumstancesunder which they were made, not materially misleading.  The projections and proforma financial information furnished at any time by any Obligor to any Creditorpursuant to this Agreement have been prepared in good faith based on assumptionsbelieved by the Canadian Borrower to be reasonable at the time made, it beingrecognized by the Lenders that such financial information as it relates tofuture events is not to be viewed as fact, that actual results during the periodor periods covered by such financial information may differ from the projectedresults set forth therein by a material amount and that no Obligor makes anyrepresentation as to the ability of any Company to achieve the results set forthin any such projections.  Each Obligor understands that all such statements,representations and warranties shall be deemed to have been relied upon by theLenders as a material inducement to entering into this Agreement and the otherCredit Documents and to making each Extension of Credit hereunder.

**5.25         Solvency. **
As of the Closing Date immediately after the consummation of theTransactions and the Extensions of Credit to occur on such date, and as of eachExtension Date immediately prior to and immediately after the consummation ofthe Extensions of Credit to occur on such date, each Borrower (on a consolidatedbasis with its Subsidiaries) is and will be Solvent (after giving effect toSection 9.8 and assuming realization on any rights of indemnity or contributionavailable to the Obligors).

**5.26         Real Estate. **
(a)

**Schedule 5.26(a)** sets forth a true,complete and correct list of all Real Property owned, used or occupied by theObligors and their respective Subsidiaries as of the Closing Date, including abrief description thereof, including each Mortgaged Real Property and, in thecase of Leases of Real Property, the street address (to the extent available)and landlord name.  The Canadian Borrower has delivered or made available toCollateral Agent true, complete and correct copies of all such Leases of RealProperty.

(b)

Each Mortgaged Real Property and the current use thereof complieswith all applicable Requirements of Law (including building and zoningordinances and codes) and no Obligor or tenant is a non-conforming user of suchMortgaged Real Property, and each Mortgaged Real Property complies with allInsurance Requirements, except where noncompliance, individually or in theaggregate, has not had and could not reasonably be expected to have a MaterialAdverse Effect.

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                                (c)

Except as set forth on **Schedule 5.26(c)**, to the knowledgeof the Obligors, no Taking has been commenced or is contemplated with respect toall or any portion of the applicable Mortgaged Real Property or for therelocation of roadways providing access to such Mortgaged Real Property.

(d)

Except as set forth on **Schedule 5.26(d)**, there are nocurrent or, to the knowledge of the Obligors, pending or proposed special orother material assessments for public improvements, or otherwise affecting anyMortgaged Real Property in a material amount, nor are there any contemplatedimprovements (including local improvements charges) to such Mortgaged RealProperty, to the knowledge of the Obligors, that may result in such special orother material assessments (including local improvements charges).

(e)

Except as set forth on **Schedule 5.26(e)**, no Obligor andnone of their Subsidiaries has knowingly suffered, permitted or initiated thejoint assessment of any parcel of Mortgaged Real Property with any other realproperty which is not a Mortgaged Real Property, and each Mortgaged RealProperty is assessed for real estate tax purposes separate from any adjoiningland or improvements which is not a Mortgaged Real Property, and no other landor improvement which is not a Mortgaged Real Property is assessed and taxedtogether with such Mortgaged Real Property or any portion thereof.

(f)

Each Obligor and each of their Subsidiaries (or, with respect toReal Property leased by any Obligor as tenant, the fee owner of such RealProperty, or with respect to any Mortgaged Real Property leased to a tenant,such tenant, in all cases to the knowledge of each Obligor and each of theirSubsidiaries) has obtained all construction, building, occupancy and usepermits, licenses, variances and certificates required by Requirements of Law tobe obtained by such person and necessary to the present and contemplated usesand operation of each Mortgaged Real Property and the business conductedthereon, except as, individually or in the aggregate, has not had and could notreasonably be expected to have a Material Adverse Effect.  The use being made ofeach Mortgaged Real Property is in conformity with the certificate of occupancyand/or such other permits, licenses, variances and certificates for suchMortgaged Real Property and any other restrictions, covenants or conditionsaffecting such Mortgaged Real Property, except where such nonconformity wouldnot foreseeably materially impair or prohibit the use of any Mortgaged RealProperty as now conducted.

(g)

Except as set forth on **Schedule 5.26(g)**, each MortgagedReal Property is free from structural defects and all building systems(including all liquid and solid waste disposal septic and sewer systems)contained therein are in good working order and condition, ordinary wear andtear excepted, suitable for the purposes for which they are currently beingused, except as, individually or in the aggregate, has not had and could notreasonably be expected to have a Material Adverse Effect.

(h)

Except as set forth on **Schedule 5.26(h)(i)**, no Person hasany possessory interest in any Mortgaged Real Property or right to occupy anyMortgaged Real Property except the Obligors or their respective Subsidiaries(other than any tenant of any leased Mortgaged Real Property).  Except as setforth on **Schedule 5.26(h)(ii),** there are no outstanding options topurchase or rights of first refusal for the purchase of any Real Property thatis owned by the Obligors or a Subsidiary.  Except as set forth on **Schedule 5.26(h)(iii)**, there are no transfer restrictions contained in anyLease relating to such leased Real Property or other outstanding restrictions ontransferability affecting any Real Property.

(i)

Each Mortgaged Real Property has adequate rights of access topublic roadways to permit such Mortgaged Real Property to be used for itscurrent use and is served by installed, operating and adequate water, electric,gas, telephone, sewer, sanitary sewer and storm drain facilities.  Except as setforth in **Schedule 5.26(i)(i)**, all public utilities necessary to thecontinued use and enjoyment of each Mortgaged Real Property as used and enjoyedon the Closing Date are located in the public right-of-way abutting the premisesor are furnished through recorded easements, and all such utilities areconnected so 

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as to serve such Mortgaged Real Property without passing over other propertyexcept for land of the utility company providing such utility service and exceptwhere permitted by easement.  All roads necessary for the full utilization ofeach Mortgaged Real Property for its current purpose have been completed anddedicated to public use and accepted by all Governmental Authorities or are thesubject of access easements for the benefit of such Mortgaged Real Property andno Obligor has knowledge of or received notice of termination of any such accesseasement.

(j)

Except as set forth on **Schedule 5.26(j)**, no building orstructure constituting a Mortgaged Real Property or any appurtenance thereto orequipment thereon, or the use, operation or maintenance thereof, violates in amaterial respect any restrictive covenant of record applicable to such MortgagedReal Property (or other private agreement, whether or not recorded) or intrudesand/or encroaches on any easement or on any property owned by others, whichviolation, intrusion or encroachment interferes with the use or could materiallyadversely affect the value of such building, structure or appurtenance or whichencroachment or intrusion is necessary for the operation of the business at anyMortgaged Real Property or which could reasonably be expected to have a MaterialAdverse Effect.  All buildings, structures, appurtenances and equipmentnecessary for the use of each Mortgaged Real Property for the purpose for whichit is currently being used as of the Closing Date are located on and within theboundary lines of such Mortgaged Real Property, except where the failure to beso located could not, individually or in the aggregate, reasonably be expectedto result in a Material Adverse Effect.

(k)

As of the Closing Date, without reference to Section 5.31, noportion of any Mortgaged Real Property has suffered any material damage by fireor other casualty loss that has not heretofore been repaired and restored to itsoriginal condition.

**5.27         Leases. **
(a)

As of the Closing Date, none of the Obligors nor any of theirrespective Subsidiaries have received written notice of any failure to make anymaterial payments required to be made by it under leases of Real Property whereany of the Collateral is or may be located from time to time and no landlordLien has been filed against any of the Collateral.

(b)

As of the Closing Date, each of the Leases relating to the RealProperty set forth on **Schedule 5.27(a)** is in full force and effect and islegal, valid, binding and enforceable in accordance with its terms, except assuch enforceability may be limited by (i) Applicable Insolvency Laws and(ii) the application of general principles of equity (regardless of whether suchenforceability is considered in a proceeding in equity or at law, except wherethe failure to be so located could not, individually or in the aggregate,reasonably be expected to result in a Material Adverse Effect).  As of theClosing Date, without reference to Section 5.31, no such Lease has been amended,modified or assigned except as set forth on **Schedule 5.27(a)**.  Except asset forth on **Schedule 5.27(b)**, to the knowledge of the Obligors, there isnot under any such Lease any existing breach, default, event of default or eventthat, with or without notice or lapse of time or both, would constitute abreach, default or an event of default by the Obligors or any other party tosuch Lease, except where such breach, default, or event of default could not,individually or in the aggregate, reasonably be expected to result in a MaterialAdverse Effect.

(c)

All third party Lease consents to the consummation of theTransactions contemplated by the BRP Acquisition Agreement have been obtained,except as set forth on **Schedule 5.27(c)** or as, individually or in theaggregate, has not had and could not reasonably be expected to have a MaterialAdverse Effect.

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**5.28         Financial Condition; Etc. **
(a)

The Canadian Borrower has delivered to the Lenders (i) theaudited combined balance sheets of the BRP Segment as of January 31, 2001,January 31, 2002, January 31, 2003 and July 31, 2003, and the related statementsof income, changes in stockholders' investments and cash flows for the fiscalyears or six months ended on those dates, together with reports thereon by Ernst& Young LLP, chartered accountants, and (ii) unaudited combined balance sheet ofthe BRP Segment and its Subsidiaries as of July 31, 2002 and the relatedstatements of earnings, changes in stockholders' investments and cash flows forthe six-month period ended on such date.  All of said financial statements,including in each case the related schedules and notes, are true, complete andcorrect and have been prepared in accordance with GAAP consistently applied andpresent fairly in all material respects the financial position of the BRPSegment as of the dates of said balance sheets and the results of theiroperations for the periods covered thereby, subject (in the case of interimstatements) to normal period-end audit adjustments.

(b)

As of the Closing Date, except as set forth on **Schedule 5.28(b)** or in the financial statements or other informationreferred to in Section 5.28(a), there are no material liabilities of any Companyof kind required to be set forth on a balance sheet or in the notes theretoprepared in accordance with GAAP as of the dates of such financial statements,whether accrued, contingent, absolute, determined, determinable or otherwise.

(c)

Except as set forth on **Schedule 5.28(c)**, since July 31,2003 there has been no Material Adverse Effect or event or condition that,individually or in the aggregate, could reasonably be expected to result in aMaterial Adverse Effect.

(d)

The pro forma balance sheet of Consolidated Companies (the ''**ProForma Balance Sheet**''), certified by the chief financial officer of theCanadian Borrower, copies of which will be furnished to each Lender not laterthan the second Business Day (nor earlier than the fifth Business Day) prior tothe Closing Date, is the balance sheet of Consolidated Companies as of July 31,2003 (the ''**Pro Forma Date**''), adjusted to give effect (as if such eventshad occurred on such date) to the Transactions to occur on the Closing Date andthe application of the proceeds of all Indebtedness to be incurred on such date. The Pro Forma Balance Sheet, together with the notes thereto, accuratelyreflects in all material respects all adjustments necessary to give effect tothe Transactions, was prepared based on good faith assumptions, and presentsfairly in all material respects on a pro forma basis the consolidated financialposition of Consolidated Companies as at the Pro Forma Date, adjusted asdescribed above.

**5.29         Holdco. **
As of the Amendment Effective Date, Holdco is a company organizedunder the laws of Canada on behalf of the Investors in connection with the BRPAcquisition and has not carried on any activities, incurred any liabilities,assumed any obligations or acquired any assets prior to the Closing Date otherthan those incident to its formation and the transactions contemplated by theTransaction Documents.  **Schedule 5.29** sets forth as of the Closing Datethe authorized and issued share capital of Holdco, including a list of the namesand shareholdings of all Persons who beneficially own, directly or indirectly,or exercise control and direction over Equity Interests of Holdco.  Except asset forth on **Schedule 5.29**, as of the Closing Date, no Person has anyagreement, right or option to acquire any Equity Interests or securitiesconvertible into, or other rights to acquire, Equity Interests of Holdco.

**5.30         Relevant Borrower's Accounts. **
Each Relevant Borrower's Account is, as of the AmendmentEffective Date, as set forth on **Schedule 5.30**.

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**5.31         Deemed Repetition. **
The representations and warranties contained in this Article 5shall be deemed to be repeated on the date of the delivery of each Notice ofBorrowing (other than a Notice of Continuation/Conversion of a Loan pursuant toSection 3.2 hereof) and of each Officer's Certificate delivered pursuant toSection 6.1(c) as if made on each such date (except to the extent any suchrepresentation or warranty relates expressly to an earlier date).

**5.32         Contingent Obligations. **
None of the Obligors and their Subsidiaries have (i) any materialContingent Obligations or contingent liabilities known to them which are notdisclosed or referred to in the most recent financial statements delivered tothe Administrative Agent in accordance with the provisions of Section 6.1 orotherwise disclosed to the Administrative Agent in writing, or (ii) incurred anymaterial indebtedness which is not disclosed in or reflected in such financialstatements, or otherwise disclosed to the Administrative Agent in writing, otherthan Contingent Obligations or contingent liabilities incurred in the ordinarycourse of business.  

**5.33         Internal Controls. **
Each of the Obligors and their Subsidiaries maintain a system ofinternal accounting controls sufficient to provide reasonable assurances that (i) transactionsare executed in accordance with management's general or specific authorization,(ii) transactions are recorded as necessary to permit preparation of financialstatements in conformity with GAAP and to maintain accountability for assets,(iii) access to assets is permitted only in accordance with management's generalor specific authorization and (iv) the recorded accountability for assets iscompared with the existing assets at reasonable intervals and appropriate actionis taken with respect to any differences.

**5.34         Suppliers. **
As of the Amendment Effective Date, no supplier of merchandisehas ceased shipments of merchandise to any Obligor (other than in the normalcourse of business consistent with past practices), which cessation would,individually or in the aggregate, reasonably be expected to have a MaterialAdverse Effect.

**ARTICLE 6AFFIRMATIVE COVENANTS**

Holdco and each Borrower hereby covenants and agrees that so longas this Agreement is in effect and until the Loans, together with interest andfees and all other Obligations under the Credit Documents (other than contingentindemnification obligations to the extent no claim giving rise thereto has beenasserted), have been paid in full and the Commitments hereunder shall have beenterminated:

**6.1         Information Covenants. **
The Borrowers shall furnish, or cause to be furnished, to theAdministrative Agent:

(a)

Annual Financial Statements.  Assoon as available, and in any event within 90 days after the end of each fiscalyear of the Canadian Borrower:

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                      (i)

audited consolidated financial statements of the CanadianBorrower, which shall include a balance sheet and income statement as of the endof such fiscal year, together with related consolidated statements of operationsand retained earnings and of cash flows for such fiscal year, setting forth incomparative form consolidated figures for the preceding fiscal year (orpreceding fiscal year-end in the case of the consolidated balance sheet); and

(ii)

unaudited consolidating balance sheets and income statements(together with unaudited consolidating statements of cash flows to the extentavailable) of the Canadian Borrower and its Subsidiaries as of and for suchfiscal year.

The audited consolidated financial statements pursuant toSection 6.1(a)(i) of the Canadian Borrower shall be audited by a firm ofindependent chartered accountants of recognized national standing acceptable tothe Administrative Agent, acting reasonably, and whose opinion shall be to theeffect that such financial statements have been prepared in accordance with GAAP(except for changes identified by such accountants and with which suchaccountants concur) and shall not be limited as to the scope of the audit orqualified in any material respect.

(b)

Quarterly Financial Statements.  Assoon as available, and in any event within 45 days after the end of each of thefirst three Quarters of each fiscal year:

(i)

an unaudited consolidated balance sheet and income statement ofthe Canadian Borrower as of the end of such Quarter, together with relatedconsolidated statements of operations and retained earnings and of cash flowsfor such Quarter, setting forth in comparative form consolidated figures for thecorresponding Quarter of the preceding fiscal year; and

(ii)

unaudited consolidating balance sheets and income statements(together with unaudited consolidating statements of cash flows to the extentavailable) of the Canadian Borrower and its Subsidiaries as of and for thepreceding fiscal year-end to the end of such Quarter.

All such financial information specified in clauses (a) and (b)shall include information by segment (such segments to be defined consistentlywith those in the forecast for such period previously delivered pursuant toclause (e) below) and shall otherwise be in reasonable form and detail andacceptable to the Administrative Agent, acting reasonably, and accompanied by a''Management's Discussion and Analysis of Financial Condition and Results ofOperations'' and a certificate (with supporting details) of the chief financialofficer of the Canadian Borrower to the effect that such financial statementspresent fairly in all material respects the financial condition of the CanadianBorrower and have been prepared in accordance with GAAP, subject to any changestherein which may result from an audit and normal year-end adjustments andsubject to the absence of notes.

(c)

Officer's Certificate.  At the timesspecified for delivery of the financial statements and reports provided for inSections 6.1(a) and (b), a certificate of the chief financial officer of theCanadian Borrower, substantially in the form of **Exhibit N**,

(i)

demonstrating in detail satisfactory to the Administrative Agent,acting reasonably, compliance as of the end of such fiscal period withSections 7.1, 7.6, 7.7, 7.8 and with the financial covenants contained inSection 7.17 by calculation thereof, and 

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              demonstrating in detail satisfactory to the Administrative Agent, actingreasonably, the calculation of the Cumulative Growth Amount as of the end ofsuch Quarter,

(ii)

setting forth the rating of the Facilities by Moody's and S&P asof the end of such Quarter,

(iii)

stating that no Default or Event of Default has occurred duringthe applicable period, or, if any Default or Event of Default has occurred,specifying whether the same still exists on the date of the certificate, thenature and extent thereof and, if existing, what action is being taken orproposed to be taken with respect thereto and the time frame within which anysuch action will be taken, and

(iv)

providing updated **Schedules 5.13**, **5.16** and **5.18**,if applicable.

(d)

Accountant's Certificate.  At orprior to the time specified for delivery of the annual financial statements andreports provided for in Section 6.1(a)(i), a certificate of the independentchartered accountants conducting the annual audit (which certificate will belimited solely to accounting matters and related to the financial covenants inSections 7.8 and 7.17 and disclaim responsibility for legal interpretations)stating that they have reviewed this Agreement and stating further whether, inthe course of their audit, they have become aware of any Default or Event ofDefault which exists related to Sections 7.8 and 7.17 and, if they have becomeaware of any such Default or Event of Default, specifying the nature and extentthereof.

(e)

Business Plan and Financial Forecast. As soon as available, and in any event within 45 days after the end of eachfiscal year of the Canadian Borrower, a copy of the Canadian Borrower'sconsolidated business plan covering, in reasonable detail and includinginformation by segment, the upcoming fiscal year of the Canadian Borrower and afinancial forecast covering, in reasonable detail, the upcoming three fiscalyears.

(f)

Auditor's Reports.  Promptly uponreceipt thereof, a copy of any ''management letter'' or report submitted byindependent chartered accountants to the Canadian Borrower or any of itsSubsidiaries in connection with any annual, interim or special audit or reviewof the books of the Canadian Borrower or any of its Subsidiaries.

(g)

Reports.  Concurrently with thetransmission thereof or promptly upon the receipt thereof, copies of anymaterial filings, registrations, reports or documents of the Canadian Borroweror any of its Subsidiaries with, and reports to or from, the Commission, theOntario Securities Commission and any other securities commission in Canada, TheToronto Stock Exchange, the New York Stock Exchange and any other exchange ormarket on which any of the securities of the Canadian Borrower or any of itsSubsidiaries are listed or traded, and any other Governmental Authority,****or any successor agencies, and copies of all financial statements, proxystatements or circulars or dissident proxy statements or circulars, informationcirculars, notices and reports that the Canadian Borrower may send to itsshareholders or holders of Indebtedness issued by it (to the extent not alreadyprovided in Section 6.1(a) or (b)) and, upon the request of the AdministrativeAgent, copies of all reports, correspondence and written information relating tothe Canadian Borrower or any of its Subsidiaries to and from the United StatesEnvironmental Protection Agency, Environment Canada, the Ontario Ministry of theEnvironment and the Ministère de l'environnement du Québec, or any otherGovernmental Authority responsible for environmental matters, and to or from theUnited States Occupational Safety and Health Administration, the QuébecCommission de la Santé et de la Sécurité du travail, the Ministry of Labour andthe 

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Workplace Safety and Insurance Board in Ontario, or any other GovernmentalAuthority responsible for public or occupational health and safety matters.

(h)

Notices.  Promptly upon the CanadianBorrower obtaining knowledge thereof (and in any event within five (5) BusinessDays after obtaining said knowledge), written notice from the Canadian Borrowerto the Administrative Agent of (A) the occurrence of any event, circumstances orcondition which constitutes a Default or Event of Default, specifying the natureand extent thereof and what action is proposed to be taken with respect theretoand the time frame within which any such action is to be taken, (B) theoccurrence of any of the following with respect to the Canadian Borrower or anyof its Subsidiaries:  (1) the pendency or commencement of any litigation,arbitral or governmental proceeding against the Canadian Borrower or any of itsSubsidiaries that, individually or in the aggregate, has had or could reasonablybe expected to have a Material Adverse Effect; (2) the institution of anyproceedings against the Canadian Borrower or any of its Subsidiaries withrespect to, or the receipt of notice by such Person of potential liability orresponsibility for violation or alleged violation, of any applicable federal,provincial, state, regional, municipal or foreign law, rule or regulation,including Environmental Laws, the violation of which could reasonably beexpected to have a Material Adverse Effect; (3) any actual or anticipated Changeof Control and of all relevant particulars thereof; or (4) the occurrence of anystrike, slowdown, lock-out, work stoppage or other labor dispute affecting orinvolving any employees of the Canadian Borrower or any of its Subsidiaries,other than any ordinary course labor grievance, that, individually or in theaggregate, has had or could reasonably be expected to have a Material AdverseEffect and (C) the occurrence of any Material Adverse Effect or any event orcondition that, individually or in the aggregate, has had or could reasonably beexpected to have a Material Adverse Effect.

(i)

ERISA and Canadian Plans.  Promptlyupon the Canadian Borrower obtaining knowledge thereof (and in any event withinfive (5) Business Days), written notice from the Canadian Borrower to theAdministrative Agent of:

(i)

any event or condition that constitutes an ERISA Event and anychange in the funding status of any Plan that, individually or in the aggregate,has had or could reasonably be expected to have a Material Adverse Effect, ineach case together with a description of any such event or condition or a copyof any such notice and a statement by the chief financial officer of theCanadian Borrower briefly setting forth the details regarding such event,condition or notice and the action, if any, which has been or is being taken oris proposed to be taken with respect thereto.  Promptly upon request, theCanadian Borrower shall furnish the Administrative Agent with such additionalinformation concerning any Plan as may be reasonably requested, including copiesof each annual report or return, as well as all schedules and attachmentsthereto required to be filed with any Governmental Authority pursuant to ERISAand the Code, for each ''plan year'' (within the meaning of Section 3(39) of ERISA);and

(ii)

upon the institution of any steps by the Canadian Borrower or anyof its Subsidiaries to terminate any Canadian Plan that, individually or in theaggregate, has had or could reasonably be expected to have a Material AdverseEffect, or the occurrence of any event with respect to any Canadian Plan that,individually or in the aggregate, had had or could reasonably be expected tohave a Material Adverse Effect and, upon request by the Administrative Agent,copies of all documentation relating thereto.

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                               (j)
Relevant Borrower's Accounts. Promptly upon making any change to any Relevant Borrower's Account (and in anyevent within five (5) Business Days), written notice thereof to theAdministrative Agent.

(k)

Other Information.  With reasonablepromptness upon any such request, all such other information regarding thebusiness, properties or financial condition of the Canadian Borrower or any ofits Subsidiaries as the Administrative Agent may reasonably request, includingreports identifying in reasonable detail the assets, revenues and EBITDAattributable to each of the Obligors.

(l)

Lien Matters; Casualty and Damage to Collateral. Prompt written notice of (i) the incurrence of any Lien not expressly permittedby the applicable Security Document on any of the Collateral or (ii) anyCasualty Event or other insured damage to any material portion of the Collateralor the commencement of any Proceeding likely to result in a Casualty Event as aresult of which any repayment in respect of the Facilities would be requiredpursuant to Section 3.8.

**6.2         Conduct of Business and Maintenance of Existence. **
Except as otherwise permitted by Section 7.4, Holdco shall, andshall cause each of its Subsidiaries to, preserve, renew and keep in full forceand effect its corporate, limited partnership, limited liability company orother entity existence and take all reasonable action to maintain all materialrights, material privileges, franchises, copyrights, patents, trademarks andtrade names necessary or desirable in the normal conduct of its business exceptfor rights, privileges, franchises, copyrights, patents, trademarks and tradenames the loss of which, individually or in the aggregate, could not reasonablybe expected to have a Material Adverse Effect; and comply with all applicableRequirements of Law except to the extent that the failure to comply therewith,individually or in the aggregate, could not reasonably be expected to have aMaterial Adverse Effect.

The Canadian Borrower shall notify the Administrative Agent ofany significant change in the executive management of the Canadian Borrower.

**6.3         Books and Records. **
Holdco shall, and shall cause each of its Subsidiaries to, keepcomplete and accurate books and records of its transactions in accordance withstandard accounting practices on the basis of and in accordance with GAAP(including the establishment and maintenance of appropriate reserves).  In theevent that an Obligor or any of its Subsidiaries keeps in the Province of Québecany books and records with respect to any Collateral, such Obligor or Subsidiaryshall, if requested by the Administrative Agent, keep on computer disks or tapesa duplicate of such books and records at a location outside of the Province ofQuébec in a jurisdiction in which the Administrative Agent has confirmed that ithas perfected security in such books and records.

**6.4         Compliance with Law. **
(a)

Holdco shall, and shall cause each of its Subsidiaries to, complywith all Requirements of Law (including Environmental Laws), and all applicablerestrictions imposed by all Governmental Authorities applicable to it and any ofits Properties except to the extent any such non-compliance therewith,individually or in the aggregate, has not had and could not reasonably beexpected to have a Material Adverse Effect.

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                                (b)

Holdco and its Subsidiaries shall (i) maintain policies andprocedures that are intended to (A) ensure that each of them, any of theirrespective operations and facilities, and each of the properties owned, leasedor operated by each of them remains in compliance with all Environmental Lawsand (B) minimize any liabilities or potential liabilities that each of them, anyof their respective operations and facilities, and each of the properties owned,leased or operated by each of them may have under any Environmental Laws;(ii) comply in all material respects with all Environmental Laws, and keep orcause all Real Property to be kept free of any Liens under Environmental Laws,unless failure to do so, individually or in the aggregate, could not reasonablybe expected to have a Material Adverse Effect; (iii) in the event of anyHazardous Material at, on, under or emanating from any Real Property which couldreasonably be expected to result in liability under or a violation of anyEnvironmental Law, in each case that, individually or in the aggregate, couldreasonably be expected to have a Material Adverse Effect, undertake, and/orcause any of its respective tenants or occupants to undertake, at its soleexpense, any action required pursuant to Environmental Laws to mitigate andeliminate such condition; provided, however, that Holdco and itsSubsidiaries shall not be required to comply with any order or directive whichis being contested in good faith and by proper actions or proceedings so long asthey have maintained adequate reserves with respect to such compliance to theextent required in accordance with GAAP; (iv) promptly notify the AdministrativeAgent of any event specified in clause (ii) of this Section 6.4(b) andperiodically thereafter keep the Administrative Agent informed of any materialactions taken in response to such event and the results thereof, and (v) at thewritten request of the Administrative Agent, provide, at such Obligor's solecost and expense, an environmental site assessment addressed to (or accompaniedby a reliance letter addressed to) the Lenders (including the results of anysoil or groundwater or other testing conducted at the Administrative Agent'srequest) concerning any Real Property now or hereafter owned, leased or operatedby the Canadian Borrower and its Subsidiaries, conducted by an environmentalconsulting firm proposed by such Obligor and approved by the AdministrativeAgent (not to be unreasonably withheld) indicating the presence or absence ofHazardous Materials and the potential cost of any required action in connectionwith any Hazardous Materials on, at, under or emanating from such Real Property;provided, however, that such request may be made only if (x) therehas occurred and is continuing an Event of Default, or (y) circumstances existthat reasonably could be expected to form the basis of an Environmental Claimagainst such Obligor or any such Real Property that could reasonably be expectedto have a Material Adverse Effect; if the Canadian Borrower and its Subsidiariesfail to provide the same within 60 days after such request was made, theAdministrative Agent may but is under no obligation to conduct the same, andsuch Obligor shall grant and hereby grants to the Administrative Agent and itsagents access to such Real Property and specifically grants Administrative Agentan irrevocable non-exclusive license, subject to the rights of tenants, toundertake such an assessment, all at such Obligor's sole cost and expense.

**6.5         Payment of Taxes and Other Indebtedness. **
Holdco shall, and shall cause each of its Subsidiaries to timelypay, settle or discharge (a) all Taxes, assessments and governmental charges orlevies imposed upon it, its income or profits or upon any of its propertiesbefore they shall become delinquent and (b) all lawful claims (including claimsfor labor, materials and supplies) which, if unpaid, might give rise to a Lien (other than a Permitted Lien) upon any of their respective properties; provided, however, that any such Person shall not be required to payany such tax, assessment, charge, levy or claim referred to in clauses (a) and(b) which is being contested by it in good faith by appropriate proceedings andas to which adequate cash reserves therefor have been established by it inaccordance with GAAP, and such contest operates to suspend collection of thecontested obligation, tax, assessment or charge and enforcement of a Lien; provided, further, that no such contested items either individuallyor in the aggregate have had or could reasonably be expected to have a MaterialAdverse Effect.

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**6.6         Insurance. **
(a)

Holdco shall, and shall cause each of its Subsidiaries to,maintain in full force and effect insurance programs (or self-insurance) asdescribed in Section 5.19, including insurance with respect to Mortgaged RealProperties and other properties material to the business of the Obligors againstsuch casualties and contingencies and of such types and in such amounts withsuch deductibles as is customary in the case of similar businesses operating inthe same or similar locations (including, without limitation, (i) physicalhazard insurance on an ''all risk'' basis, (ii) commercial general liabilityagainst claims for bodily injury, death or property damage covering any and allinsurable claims, (iii) explosion insurance in respect of any boilers, machineryor similar apparatus constituting Collateral, (iv) business interruptioninsurance, (v) worker's compensation insurance as may be required by anyRequirement of Law and (vi) such other insurance against risks as theAdministrative Agent may from time to time reasonably require); providedthat Holdco or any of its Subsidiaries may implement programs of self-insurancein the ordinary course of business and in accordance with industry standards fora company of similar size so long as reserves are maintained in accordance withGAAP for the liabilities associated therewith; and maintain such other insuranceas may be required by law (such policies to be in such form and amounts andhaving such coverage as may be reasonably satisfactory to the AdministrativeAgent); and with respect to physical hazard insurance neither AdministrativeAgent nor the Borrower (or the applicable Obligor) shall agree to the adjustmentof any claim related to a Casualty Event thereunder without the consent of theother (such consent not to be unreasonably withheld or delayed, and such consentof Borrower (or the applicable Obligor) not to be required following theoccurrence and during the continuance of an Event of Default).  All suchpolicies and programs (other than self-insurance) shall be maintained withresponsible and reputable insurers of companies engaged in similar businessesand owning similar property in the same general geographic areas in which theCanadian Borrower and its Subsidiaries, as applicable, operate.

(b)

All policies of insurance required to be maintained by theCanadian Borrower shall name the Administrative Agent, on behalf of theCreditors, as mortgagee or first loss payee (in the case of property insuranceand business interruption insurance) and additional insured (in the case ofliability insurance), as applicable, or certificate holder (in the case ofworkers' compensation insurance), shall provide for 30 days' prior writtennotice by the applicable insurance carriers to the Administrative Agent ofcancellation, non-renewal or modification (including reduced coverage) of thepolicies and shall provide that if the insurance carrier shall have receivedwritten notice from the Administrative Agent of the occurrence and continuanceof an Event of Default, the insurance carrier shall pay all proceeds otherwisepayable to the Canadian Borrower under such policies directly to theAdministrative Agent.  No act, whether willful or negligent, or Default of theCanadian Borrower or any other Person shall affect the right of theAdministrative Agent to recover under such policy or policies, of insurance incase of loss or damage.

(c)

The Canadian Borrower shall give prompt written notice of anyCasualty Event by any Borrower or any Subsidiary of any Borrower to theinsurance carrier and to the Administrative Agent.

(d)

If at any time the area in which any Mortgaged Real Property islocated is designated a ''flood hazard area'' in any Flood Insurance Rate Mappublished by the Federal Emergency Management Agency (or any successor agency)or the equivalent, if any, under the laws of Canada, then the Canadian Borrowershall obtain flood insurance in such total amount as the Administrative Agent orthe Majority Lenders may from time to time require (so long as such requirementsis reasonably grounded in applicable Requirements of Law), and otherwise complywith the National Flood Insurance Program, as set forth in the Flood DisasterProtection Act of 1973, as amended from time to time or the equivalent, if any,under the laws of Canada.  If at any time the area in which any Mortgaged RealProperty is designated 

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a ''Zone 1'' area, the Canadian Borrower shall obtain earthquake insurance in suchtotal amount as Administrative Agent or the Majority Lenders may reasonablyrequire (so long as such requirement is reasonably grounded in applicableRequirements of Law).

(e)

The policies for any property insurance required hereunder shalleither name or contain an endorsement naming the Administrative Agent as firstmortgage and first loss payee under a first mortgage clause or endorsementwithout contribution substantially equivalent to the New York or InsuranceBureau of Canada, as applicable, standard first mortgage clause of endorsement.

(f)

Without limiting the obligations of the Companies under theforegoing provisions of this Section 6.6, in the event the Canadian Borrowershall fail to maintain in full force and effect insurance as required by theforegoing provisions of this Section 6.6, then the Administrative Agent may, butshall have no obligations so to do, procure insurance covering the interests ofthe Lenders and the Administrative Agent in such amounts and against such risksas the Administrative Agent (or the Majority Lenders) shall deem appropriate,and all sums so disbursed by Administrative Agent shall be part of theObligations, payable as provided in this Agreement.

**6.7         Maintenance of Property. **
Holdco shall, and shall cause each of its Subsidiaries to,maintain and preserve its properties and equipment in good repair, working orderand condition, normal wear and tear excepted (subject to damage by casualties),and will make, or cause to be made, to such Properties and equipment from timeto time all such repairs, renewals, replacements, extensions, additions,betterments and improvements thereto as may be needed or proper, to the extentmaterial to the conduct of their business.

**6.8         Use of Proceeds. **
Each Borrower shall use the proceeds of the Loans (i) under theRevolving Credit Facilities for general corporate purposes, including forworking capital requirements, (ii) under the Term Facilities borrowed on theClosing Date solely for the purposes of financing the BRP Acquisition and payingrelated fees and expenses and (iii) under the New Term Facility solely for thepurpose of repaying amounts outstanding under the Canadian Term Facility and theU.S. Term Facility and paying related interest and fees.

**6.9         Audits/Inspections. **
Upon reasonable notice and during normal business hours and in amanner that will not unreasonably interfere with its business operations, theCanadian Borrower shall, at the expense of the Borrowers, to the extent suchexpenses are reasonable, permit one or more representatives appointed by theAdministrative Agent or the Majority Lenders, including independent accountants,agents, attorneys and appraisers, to visit and inspect the Canadian Borrower'sor any of its Subsidiaries' property, including its books and records, itsaccounts receivable and inventory, its Real Property, its facilities and itsother business assets, and to make photocopies or photographs thereof and towrite down and record any information any such representative obtains, and shallpermit the Lead Arrangers or the Administrative Agent or its representatives toinvestigate and verify the accuracy of any information provided to any Agent orany Lender, and to discuss all such matters with the officers, employees andrepresentatives of any Person.  Notwithstanding the foregoing, however, otherthan after the occurrence and during the continuance of any Default or Event ofDefault, the Administrative Agent and its representatives shall not be permittedto make any such audit or inspection more than twice in any 12-month period.

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**6.10       Additional Obligors and Material Subsidiaries.**

(a)

At the time that any Person becomes (A) a Succeeding Holdco, (B)a Wholly Owned Subsidiary of the Canadian Borrower or (C) a Material Subsidiaryof the Canadian Borrower (in the clauses (B) or (C), whether or not such Personwas prior to that time a Subsidiary of the Canadian Borrower), the CanadianBorrower shall promptly notify the Administrative Agent thereof and the CanadianBorrower shall cause the Succeeding Holdco and each such Subsidiary (other thanany Receivables Co. and other than any Subsidiary that is not organized underthe laws of Canada or any province thereof or under the laws of the UnitedStates or any state thereof) that is permitted to provide a full andunconditional guarantee of the Obligations without violating any applicable lawand without material adverse tax consequences to the Canadian Borrower or itsSubsidiaries (as determined reasonably and in good faith by the CanadianBorrower), to execute and deliver a joinder agreement substantially in the formof **Exhibit E** in favor of the Agents and the Lenders and, to the extentpermissible without violating any applicable law and without material adversetax consequences to the Canadian Borrower or its Subsidiaries (as determinedreasonably and in good faith by the Canadian Borrower), execute and deliver infavor of the Agents and the Lenders, the other Security Documents described inSections 4.2(m)(i) and 4.2(n)(i) of the Original Credit Agreement, in each casewithin (i) ten days after the date on which such Person becomes a SucceedingHoldco, and (ii) 30 days after the date on which such Person became a WhollyOwned Subsidiary or a Material Subsidiary of the Canadian Borrower, and in eachcase together with such other documentation as the Administrative Agent mayreasonably request in connection with same, including certified resolutions andother organizational and authorizing documents of such entity and an opinion ofcounsel to such entity, which shall cover, where customary, among other things,the existence of such entity and the due authorization, execution, delivery,legality, validity, binding effect and enforceability of the documentationreferred to above, all in form and substance reasonably satisfactory to theAdministrative Agent.

(b)

The Canadian Borrower may, by notice in writing to theAdministrative Agent at any time, elect to cause any Subsidiary that can providea full and unconditional guarantee of the Canadian Borrower which is not then aGuarantor to become a Guarantor by delivering, following the receipt of suchwritten notice, the applicable Security Documents executed by such Subsidiary(including a Guarantee), together with such other documentation as theAdministrative Agent may reasonably request in connection with same, includingcertified resolutions and other organizational and authorizing documents of suchSubsidiary and a favorable opinion of counsel to such Subsidiary (to the extentcustomary in the relevant jurisdiction for secured lending transactions), whichshall cover, where customary, among other things, the existence of suchSubsidiary and the due authorization, execution, delivery, legality, validity,binding effect and enforceability of the documentation referred to above, all inform and substance reasonably satisfactory to the Administrative Agent.

(c)

Without limiting the generality of clauses (a) and (b) of thisSection 6.10, in the event that, after the Closing Date, any Obligor acquires orholds a leasehold, fee interest or ownership with a market or book value ofCdn$2.0 million or more in any Real Property located in the United States orCanada, such Obligor shall promptly and in any event within 90 days of the dateof acquisition of such Real Property by any Obligor (i) take such actions andexecute such documents as the Administrative Agent, or the Global TransactionCoordinator, as appropriate, shall reasonably require to confirm the Lien of anexisting Mortgage, if applicable, or to create a new Mortgage on such additionalReal Property in favor of the Administrative Agent, or the Global TransactionCoordinator, as appropriate, and (ii) cause to be delivered to theAdministrative Agent, or the Global Transaction Coordinator, as appropriate, onbehalf of the Secured Parties, the documents and instruments reasonablyrequested by the Administrative Agent, or the Global Transaction Coordinator, asappropriate, including, without limitation, the items set forth inSection 4.2(m)(v) of the Original Credit Agreement (with respect to RealProperty located 

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in the United States) or Section 4.2(n)(v) of the Original Credit Agreement(with respect to Real Property located in Canada or owned by a Person having aprincipal place of business, chief executive office or domicile in Canada) inrespect of Mortgaged Real Property.  If requested by the Administrative Agent,or the Global Transaction Coordinator, as appropriate, or the Majority Lenders,each Obligor shall obtain at its sole expense and as soon as practicable but inany event not later than 90 days after request therefor, Phase 1 environmentalreports from an environmental engineering firm reasonably acceptable to theAdministrative Agent, or the Global Transaction Coordinator, as appropriate,with respect to any Real Property owned by any Obligor if not delivered on orprior to the Closing Date.

                           (d)                The Canadian Borrowershall within 30 days of the Amendment Effective Date deliver a legal opinion tothe Administrative Agent from Barbados counsel to the Obligors in form andsubstance substantially consistent with the opinion delivered by Barbadoscounsel to the Obligors on the Closing Date and otherwise in form and substancereasonably satisfactory to the Administrative Agent. 
**6.11         Security Interests, Further Assurances. **
The Canadian Borrower shall, promptly, upon the reasonablerequest of the Administrative Agent, at the Canadian Borrower's expense,execute, acknowledge and deliver, or cause the execution, acknowledgment anddelivery of, and thereafter register, file or record, or cause to be registered,filed or recorded, in an appropriate governmental office, any document orinstrument supplemental to or confirmatory of the Security Documents orotherwise deemed by the Administrative Agent reasonably necessary or desirablefor the continued validity, perfection and priority of the Liens on theCollateral covered thereby superior to and prior to the rights of all thirdPersons other than the holders of Prior Liens and subject to other Liens exceptas permitted by the Security Documents, or obtain any consents, includinglandlord or similar lien waivers and consents, as may be necessary orappropriate in connection therewith.  Each Company shall deliver or cause to bedelivered to the Administrative Agent from time to time such otherdocumentation, consents, authorizations, approvals and orders in form andsubstance reasonably satisfactory to the Administrative Agent as theAdministrative Agent shall reasonably request to perfect or maintain the Lienson the Collateral pursuant to the Security Documents.  Upon the exercise by theAdministrative Agent or the Lenders of any power, right, privilege or remedypursuant to any Credit Document which requires any consent, approval,registration, qualification or authorization of any Governmental Authority, eachCompany shall execute and deliver all applications, certifications, instrumentsand other documents and papers that the Administrative Agent or the Lenders maybe so required to obtain.  If the Administrative Agent or the Majority Lendersare required by law or regulation to have appraisals prepared in respect of theReal Property of any Obligor constituting Collateral, Borrower shall provide tothe Administrative Agent appraisals that satisfy the applicable requirements ofthe Real Estate Appraisal Reform Amendments of FIRREA and are in form andsubstance reasonably satisfactory to the Administrative Agent.

Notwithstanding anything to the contrary in this Agreement, noSubsidiary shall be required to become a Guarantor or to grant any securityinterest in its assets if, in the reasonable judgment of the AdministrativeAgent, the cost of implementing such Guarantee or creating or perfecting suchsecurity 

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interests is excessive in view of the benefits tobe obtained by the Secured Parties therefrom.  The Administrative Agent maygrant extensions of time for the execution of any Guarantee or the creation orperfection of security interests with respect to particular assets (includingextensions beyond the Closing Date) if it determines that execution, creation orperfection cannot be accomplished without undue effort or expense by the time ortimes at which it would otherwise be required by this Agreement or the SecurityDocuments.

******6.12       Hedging Requirements.**

Within 60 days after the Closing Date, the Canadian Borrowershall enter into, and shall maintain at all times during the fiscal year endingJanuary 31, 2005, Hedging Agreements with respect to (i) not less than 80%of the Forecast Exposure (as defined below) for the fiscal year endingJanuary 31, 2005, and (ii) not less than 50% of the Forecast Exposure for thefiscal year ending January 31, 2006, in each case with such Forecast Exposure tobe based on a written report delivered by the Canadian Borrower to theAdministrative Agent on or prior to the Closing Date.  Commencing with thefiscal year ending January 31, 2006, the Canadian Borrower shall enter into, andshall maintain at all times during such fiscal year, Hedging Agreements withrespect to not less than 50% of the Forecast Exposure for each fiscal year, ineach case with such Forecast Exposure to be based on a written report deliveredby the Canadian Borrower to the Administrative Agent not less than 45 days afterthe beginning of such fiscal year, it being understood that the CanadianBorrower shall have a period of 45 days to enter into such Hedging Agreementsafter the delivery of such forecast.  Upon not less than 45 days' prior writtennotice of the Administrative Agent and/or the Majority Lenders at any time afterJanuary 31, 2005, the Canadian Borrower shall thereafter maintain HedgingAgreements with respect to not less than 80% of the Forecast Exposure for theapplicable fiscal year.  The ''**Forecast Exposure**'' for any fiscal year shall equal theprojected net exposure of the Consolidated Companies to changes in the value ofthe U.S. Dollar and the Euro against the Canadian Dollar as reflected in areport prepared by the Canadian Borrower in good faith and based on reasonableassumptions.

**6.13         Post - Amendment Effective Date Obligations. **
With respect to each Excluded Mortgaged Real Property, to theextent that such property is not sold, transferred or otherwise disposed by July31, 2005 (or, if a contract for the sale or transfer of such property has beensigned by such date, October 31, 2005), the U.S. Revolving Borrower shalldeliver the documents described in Section 4.3A(g)(i) and (ii) with respect toeach such Excluded Mortgaged Real Property as promptly after such date as isreasonably practicable, but in no event later than 30 days thereafter.

**ARTICLE 7NEGATIVE COVENANTS**

Holdco and each Borrower hereby covenants and agrees that so longas this Agreement is in effect and until the Loans, together with interest andfees and all other obligations hereunder (other than contingent indemnificationobligations to the extent no claim giving rise thereto has been asserted), havebeen paid in full and the Commitments hereunder shall have been terminated, itshall not, and it shall not permit any of its Subsidiaries to, directly orindirectly:

**7.1         Indebtedness. **
(a)

Create, incur, assume or suffer to exist any Indebtedness, exceptPermitted Indebtedness.

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                               (b)            Designate,or permit or suffer to exist the designation of, any Indebtedness or otherobligation, other than the Obligations, as ''Designated Senior Debt,'' as suchterm (or similar term) may be defined in the Senior Subordinated Notes or theindenture under which they were issued.

**7.2        Liens and Negative Pledges. **
(a)

Contract, create, incur, assume or suffer or permit to exist anyLien with respect to any of its property of any kind, whether real or personal,immovable or movable, tangible or intangible, and whether now owned or hereafteracquired, except for Permitted Liens.

(b)

Enter into any agreement prohibiting the creation or assumptionof any Lien upon its properties or assets, whether now owned or hereafteracquired, except pursuant to 

(i)

the Credit Documents;

(ii)

any other agreement that does not restrict in any manner(directly or indirectly) Liens created pursuant to the Credit Documents onproperty or assets of any Company (whether now owned or hereafter acquired)securing the Loans or any Hedging Agreements entered into with any Lender orAffiliate of a Lender and does not require the direct or indirect granting ofany Lien securing any Indebtedness or other obligation by virtue of the grantingof Liens on or pledge of property of any Company to secure the Loans or anyHedging Agreements entered into with any Lender or Affiliate of a Lender;

(iii)

any industrial revenue or development bonds, acquisitionagreement or operating leases of real property and equipment entered into in theordinary course of business;

(iv)

the Senior Subordinated Notes and any Pushdown Holdco Debt;

(v)

prohibitions against other encumbrances on specific propertyencumbered to secure particular associated Indebtedness permitted underSection 7.1;

(vi)

prohibitions in license agreements under which any Company is thelicensee; and

(vii)

contractual obligations of any Person that becomes a Subsidiaryafter the date hereof so long as any such obligations existed at the time suchPerson becomes a Subsidiary and are not created in contemplation of or inconnection with such Person's becoming a Subsidiary.

**7.3         Nature of Business. **
Enter into or engage in any business, either directly or throughany Subsidiary, except for the Permitted Business.

**7.4         Mergers, Consolidations, Leases and Sales. **
(a)

Enter into any merger or consolidation or amalgamation, orliquidate, wind up or dissolve itself (or suffer any liquidation ordissolution), except:

(i)

for the transactions otherwise permitted pursuant to paragraph (i)or (vii) of Section 7.4(b) or pursuant to Section 7.6;

(ii)

any Wholly Owned Subsidiary may be amalgamated or merged with andinto any Obligor, including without limitation the merger or amalgamation ofHoldco with the Canadian Borrower, so long as the succeeding entity is anObligor; provided, however, that any merger or amalgamation ofHoldco with the Canadian 

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Borrower may only occur so long as no Default or Event of Defaultis then existing or would result therefrom;

(iii)

any non-Obligor may be amalgamated or  merged with anothernon-Obligor; and

(iv)

any Subsidiary may dissolve, liquidate or wind up its affairs atany time, so long as such dissolution, liquidation or winding-up, individuallyor in the aggregate with other related dissolutions, liquidations orwindings-up, could not reasonably be expected to have a Material Adverse Effect;

provided that in connection with theforegoing, the appropriate Obligors (including any Succeeding Holdco) shall takeall actions necessary or reasonably requested by the Administrative Agent tomaintain the perfection or perfect, as the case may be, protect and preserve theLiens on the Collateral granted to the Administrative Agent pursuant to theSecurity Document, including the priority thereof, and otherwise comply with theprovisions of Section 6.10 to the extent applicable.

(b)

Effect any Disposition, except:

(i)

any Subsidiary of the Canadian Borrower may sell, lease,transfer, or otherwise dispose of any or all of its assets (upon voluntaryliquidation or otherwise) to, and any Subsidiary of the Canadian Borrower maymerge, consolidate or amalgamate with and into, any Obligor; providedthat all actions necessary or reasonably requested by the Administrative Agentshall be taken by the appropriate Obligors to maintain the perfection orperfect, as the case may be, protect and preserve the Liens on the Collateralgranted to the Administrative Agent pursuant to the Security Documents,including the priority thereof;

(ii)

Leases of real or personal property owned in fee; providedthat, in the case of any Lease of Mortgaged Property, such Lease shall be (i)subordinate in all respects to the Liens granted and evidenced by the SecurityDocuments and shall not, individually or in the aggregate, (x) interfere in anymaterial respect with the ordinary conduct of the business of any Obligor or (y)materially impair the use (for its intended purposes) or the value of theproperty subject thereto;

(iii)

any Taking or Casualty Event affecting any property or assets;

(iv)

substantially like-kind exchanges of real property or equipment;provided that any cash in excess of Cdn$2.0 million received by theCanadian Borrower or any Subsidiary of the Canadian Borrower in connection withsuch an exchange (net of all costs and expenses incurred in connection with suchtransaction or with the commencement of operation of real property received insuch exchange, including any Taxes paid or payable (or estimated to be payableby the Canadian Borrower or any Subsidiary acting reasonably and in good faith)by any Company in respect of the amount so recovered (after application of allcredits and other offsets at the discretion of the Company acting reasonably andin good faith)) shall constitute Net Available Proceeds from a Disposition andshall be applied in accordance with Section 3.8(a) and, to the extent the realproperty or equipment subject to such exchange constituted Collateral under theSecurity Documents, then the property exchanged therefor shall be mortgaged orpledged contemporaneously with such exchange, as the case may be, for thebenefit of the Secured Parties in accordance with Section 6.10;

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                      (v)

the sale or other disposition of any property or asset (otherthan Mortgaged Real Property) that, in the reasonable judgment of the CanadianBorrower, has become uneconomic, obsolete or worn out and that is sold ordisposed of in the ordinary course of business or the trade-in of equipment forequipment in better condition or of better quality;

(vi)

the sale or other disposition of any property or assets theaggregate amount of the net proceeds received in respect of which shall notexceed Cdn$25.0 million during any fiscal year;

(vii)

the sale or other disposition of all or a portion of the assetsconstituting the Utility Vehicle Segment;

(viii)

Subsidiaries may (x) be dissolved in accordance withSection 7.4(a)(iii) and (y) pay dividends in accordance with Section 7.7;

(ix)

Investments permitted by Section 7.6; and

(x)

licenses or sublicenses by the Canadian Borrower or any of itsSubsidiaries of software, Intellectual Property and general intangible andleases, licenses or subleases of other property in the ordinary course ofbusiness and which do not materially interfere with the business of the CanadianBorrower or any of its Subsidiaries.

**7.5         Sale and Leaseback Transactions. **
Enter into any arrangement with any Person providing for theleasing by the Canadian Borrower or any Subsidiary of real or personal propertythat has been or is to be sold or transferred by the Canadian Borrower or suchSubsidiary to such Person or to any other Person to whom funds have been or areto be advanced by such Person on the security of such property or rentalobligations of the Canadian Borrower or such Subsidiary, in each case other thanthe lease set forth on **Schedule 7.5** and other than Capital Leases,Synthetic Leases or any sale and leaseback transaction that would be treated asan Operating Lease under GAAP permitted by Section 7.1 (treating any suchOperating Lease as Indebtedness for this purpose).

**7.6         Investments. **
Make any Investment other than (i) Permitted Investments and (ii)Investments to the extent permitted by Section 7.1 or 7.15.

**7.7         Dividends. **
Declare, make or pay any Dividend Payments on any shares of anyclass of Equity Interests, either directly or indirectly, except that:

(a)

Subsidiaries may pay Dividend Payments prorata tothe holders of their Equity Interests (giving effect to relative preferences andpriorities);

(b)

Holdco may, and the Canadian Borrower may make Dividend Paymentsto Holdco so that Holdco may, redeem or repurchase (or may make dividendpayments so any direct or indirect parent may redeem or repurchase) EquityInterests of Holdco (or any direct or indirect parent of Holdco) owned byformer, present or future employees, directors, officers and consultants ofHoldco (or any direct or indirect parent of Holdco) or its Subsidiaries or theirassigns, estates 

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and heirs in connection with the repurchase provisions ofemployee, director or stock option or stock purchase agreements or otheragreements to compensate employees, directors, officers and consultants; provided that the aggregate amount expended by Holdco or paid by theCanadian Borrower pursuant to this paragraph (b) shall not exceed (i) Cdn$2.5 millionin any fiscal year (plus unused amounts carried over from the previous year) or(ii) Cdn$10.0 million (excluding any such repurchases funded with the proceedsof any life insurance policy maintained by Holdco or any of its Subsidiaries orunder which Holdco or any of its Subsidiaries is the beneficiary) in theaggregate since the Effective Date, plus any amounts contributed to Holdco as aresult of resales of such repurchased shares of Equity Interests;

(c)

the Canadian Borrower may make Dividend Payments to Holdco sothat Holdco may pay its Taxes and other fees required to maintain its or any ofits direct or indirect parent's corporate existence and to pay general corporateand overhead expenses incurred by Holdco in the ordinary course of its business(or so that Holdco may make Dividend Payments so that any direct or indirectparent of Holdco may pay such parent's Taxes and other fees required to maintainits corporate existence and to pay general corporate and overhead expensesincurred by it in the ordinary course of business); provided that suchDividend Payments shall not exceed Cdn$2.5 million in any fiscal year;

(d)

Holdco may (or may make Dividend Payments so that any direct orindirect parent of Holdco may) repurchase Equity Interests of Holdco upon thesurrender of such Equity Interests in satisfaction of all or a portion of theexercise price of a stock option granted under a stock option plan establishedby Holdco (or any direct or indirect parent of Holdco) for the benefit of itsdirectors, employees or consultants, in each case so long as no payment in cashor other property is made by Holdco (or any direct or indirect parent of Holdco)in connection therewith; 

(e)

the Canadian Borrower may make Dividend Payments to Holdco sothat Holdco may make payments in accordance with clauses (9) and (10) of Section7.9 (or so that Holdco may make Dividend Payments so that any direct or indirectparent of Holdco may make similar payments); 

(f)

so long as no Default or Event of Default shall have occurred andbe continuing or would result therefrom, the Canadian Borrower may make DividendPayments to Holdco, in an aggregate amount not to exceed the Cumulative GrowthAmount, the proceeds of which may be used by Holdco to make payment, includingDividend Payments; and

(g)

so long as no Default or Event of Default shall have occurred andbe continuing or would result therefrom, Holdco may make payments, includingDividend Payments, with the Net Available Proceeds from the issuance ofPermitted Holdco Debt and, to the extent such amounts are not required to beapplied to prepay Loans pursuant to Section 3.7(c), the Net Available Proceedsfrom Equity Issuances by Holdco.

**7.8         Capital Expenditures. **
Make any Capital Expenditures (other than expenditures relatingto the acquisition of fixed or capital assets acquired in any PermittedAcquisition), except that the Canadian Borrower and its Subsidiaries may makeCapital Expenditures not exceeding the amount set forth below (the ''**BaseAmount**'') for each of the fiscal years of the Canadian Borrower (or otherperiod) set forth below:

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Fiscal YearBase Amount      Fiscal year ended January 31, 2005    Cdn$114,000,000    Fiscal year ended January 31, 2006    Cdn$129,000,000    Fiscal year ended January 31, 2007    Cdn$122,000,000    Fiscal year ended January 31, 2008    Cdn$124,000,000    Fiscal year ended January 31, 2009    Cdn$127,000,000    Fiscal year ended January 31, 2010    Cdn$127,000,000    Fiscal year ended January 31, 2011    Cdn$127,000,000
; provided that for any period set forth above, the BaseAmount set forth above may be increased by a maximum of 50% of the Base Amountfor any such period by carrying over to any such period any portion of the BaseAmount (without giving effect to any increase) not spent in the immediatelypreceding period, and that Capital Expenditures in any period shall be deemedfirst made from any carryover from the prior period.

**7.9         Transactions with Affiliates. **
Enter into any transaction, including any purchase, sale, leaseor exchange of property or the rendering of any service, with any Affiliate(each, an ''**Affiliate Transaction**'') except for transactions which areotherwise permitted under this Agreement and which are in the ordinary course ofthe Canadian Borrower's or a Subsidiary's business and which are upon fair andreasonable terms no less favorable to the Canadian Borrower or such Subsidiarythan it would obtain in a hypothetical comparable arm's length transaction witha Person not an Affiliate; provided that nothing in this Section 7.9shall prohibit Holdco or its Subsidiaries from engaging in the followingtransactions:

(1)

transactions between or among Obligors,

(2)

the performance of Holdco's or any of its Subsidiaries'obligations under any employment contract, collective bargaining agreement,employee benefit plan, related trust agreement or any other similar arrangementheretofore or hereafter entered into in the ordinary course of business,

(3)

the payment of fees, compensation and other benefits to, andcustomary indemnity and reimbursement provided on behalf of, employees,officers, directors or consultants of Holdco or any of its Subsidiaries in theordinary course of business,

(4)

the maintenance of benefit programs or arrangements foremployees, officers or directors, including vacation plans, health and lifeinsurance plans, deferred compensation plans, and retirement or savings plansand similar plans, in each case, in the ordinary course of business,

(5)

transactions permitted by Section 7.7,

(6)

transactions between or among the Canadian Borrower and itsSubsidiaries permitted by Sections 7.1, 7.4(b), 7.6 and 7.15,

(7)

transactions pursuant to agreements with terms in effect on theClosing Date and included on **Schedule 7.9** or pursuant to any amendment,modification or replacement thereof not disadvantageous to the Lenders in anymaterial respect,

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               (8)

transactions in connection with any Permitted Floorplan Facilityor Permitted Receivables Facility,

(9)

the payment by the Canadian Borrower or Holdco to the Investorsof (A) an upfront fee payable on the Closing Date in an aggregate amount not toexceed Cdn$22.2 million, (B) a management fee payable quarterly in an aggregateamount not to exceed US$2.25 million in any fiscal year and (C) the additionalinvestment banking, transaction or similar fees not to exceed the amountprovided for in the Management Agreement as in effect on the Closing Date and

(10)

the payment by the Canadian Borrower or Holdco of customaryindemnification and expense reimbursements provided for in the InvestorAgreements.

Notwithstanding any other provision of this Section 7.9, anytransaction entered into by the Canadian Borrower or any of its Subsidiarieswith or for the benefit of any Person, which at the time of entering into suchtransaction was not an Affiliate, shall not be subject to the provisions of thisSection 7.9, notwithstanding the fact that after the entering into of suchtransaction, such Person would be or thereafter becomes an Affiliate.

**7.10         Fiscal Year; Organizational Documents. **
Change its Organizational Documents if such change, individuallyor in the aggregate, could reasonably be expected to have a Material AdverseEffect or, in the case of the Canadian Borrower, change its fiscal year.

**7.11         Limitations on Restrictions on Payment of Dividends. **
With the exception of Permitted Indebtedness or Permitted Liensin existence as of the Closing Date, create or otherwise cause, incur, assume,suffer or permit to exist or become effective any consensual encumbrance orrestriction of any kind on the ability of any such Person to (a) pay dividendsor make any other distribution on any of such Person's capital stock, (b) payany Indebtedness owed to any Obligor, (c) make Loans or advances to any otherObligor or (d) transfer any of its property to any Obligor except forencumbrances or restrictions existing under or by reason of (i) customarynon-assignment or net worth provisions in any lease governing a leaseholdinterest, (ii) any agreement or other instrument of a Person existing at thetime it becomes a Subsidiary of the Canadian Borrower; provided that suchencumbrance or restriction is not applicable to any other Person, or anyproperty of any other Person, other than such Person becoming a Subsidiary of aBorrower and was not entered into in contemplation of such Person becoming aSubsidiary of a Borrower, (iii) the Credit Documents, (iv) any agreement orother instrument of a Company related to any Permitted Receivables Facility,(v) prohibitions against any other encumbrances on specific property encumberedto secure payment of particular Indebtedness or a Permitted Lien permittedhereunder or prohibitions in license agreements under which the CanadianBorrower or any of its Subsidiaries is the licensee, (vi) customary restrictionsand conditions contained in any agreement relating to the sale of any assets orproperty permitted under Section 7.4(b) pending the consummation of such saleand (vii) customary provisions with respect to the pledge, disposition ordistribution of assets or property contained in joint venture agreements.

**7.12**

**Modifications of Certain Documents, Etc.**

Directly or indirectly, consent to any modification, supplement,waiver or termination of, or amend, in any manner which could reasonably beexpected to be materially adverse to the Lenders, or have a Material AdverseEffect, any of the provisions of the BRP Acquisition Agreement or any InvestorAgreement.

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**7.13         Limitation on Activities of Holdco and Other Companies. **
Notwithstanding anything to the contrary set forth herein,(a) permit Holdco to conduct any business or hold or acquire any assets (otherthan the Equity Interests of the Borrowers and cash sufficient to pay amountsowing under its Indebtedness and Equity Interests permitted to be incurredhereunder and to pay its expenses permitted to be paid hereunder) or to have anyoperations other than (i) holding such Equity Interests and engaging incorporate and administrative functions and other activities incidental thereto, (ii) the incurrence of Permitted Holdco Debt and the making of DividendPayments permitted to be made hereunder, and the incurrence of AdditionalSubordinated Debt, and (iii) the amalgamation or merger of Holdco with theCanadian Borrower in accordance with Section 7.4, (b) permit SonisBeteiligungsverwaltungs GmbH to conduct any business or hold or acquire anyassets (other than the Equity Interests of Bombardier-Rotax GmbH & Co. andBombardier Rotax Management GmbH and cash sufficient to pay amounts owing underits Indebtedness and to pay its expenses permitted to be paid hereunder) or tohave any operations other than holding such Equity Interests and engaging incorporate and administrative functions, (c) permit BRP (Luxembourg) 5 S.à r.l.to conduct any business or hold or acquire any assets (other than the EquityInterests of Sonis Beteiligungsverwaltungs GmbH and Lanceolatus Oy and theirsuccessors and cash sufficient to pay amounts owing under its Indebtedness andto pay its expenses permitted to be paid hereunder) or to have any operationsother than holding such Equity Interests and engaging in corporate andadministrative functions, and (d) at any time prior to the merger or liquidationof Bombardier Nordtrak OY with or into Lanceolatus Oy, permit Lanceolatus Oy toconduct any business or hold or acquire any assets (other than the EquityInterests of Bombardier Nordtrak OY and cash sufficient to pay amounts owingunder its Indebtedness and to pay its expenses permitted to be paid hereunder)or to have any operations other than holding such Equity Interests and engagingin corporate and administrative functions.

**7.14         Payments or Prepayments of Indebtedness or Modification of Debt Documents. **
Directly or indirectly:

(a)

make any payment or prepayment (optional or otherwise) on, orredemption of, or any payments in redemption, defeasance or repurchase (whetherin cash, securities or other Property) of, any Subordinated Debt (other thanIntercompany Notes owed to Obligors or Wholly Owned Subsidiaries and other thanpayments by Holdco on its Indebtedness outstanding with respect to PermittedHoldco Debt and Additional Subordinated Debt that in either case is not anobligation of the Canadian Borrower) or Senior Subordinated Notes, except(1) regularly scheduled and mandatory payments to the extent permitted by thesubordination provisions thereof and any reasonable consent solicitation feesand consent payments (including in connection with a tender offer therefor) onthe Senior Subordinated Notes made in connection with any consent solicitation(or tender offer and consent solicitation) that eliminates all negativecovenants thereunder permitted by the Indenture to be eliminated through asupplemental indenture thereto, (2)  the conversion or exchange of anyIndebtedness into shares of common Equity Interests of Holdco, and (3) so longas no Default or Event of Default shall have occurred and be continuing or wouldresult therefrom, (i) such payments, prepayments, defeasance, repurchases orredemptions of Senior Subordinated Notes, Additional Subordinated Debt andPushdown Holdco Debt so long as, both immediately before and after any suchaction, not less than Cdn$100,000,000 is available to be borrowed under theRevolving Facilities for an aggregate purchase price (including interest andfees) not to exceed the Cumulative Growth Amount plus (ii) such payments,prepayments, defeasance, repurchases or redemptions of Senior SubordinatedNotes, Additional Subordinated Debt and Pushdown Holdco Debt for an aggregatepurchase price not to exceed US$50,000,000 so long as, both immediately beforeand after such action, no Loans are outstanding;

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                            (b)

amend, supplement, waive or otherwise modify any of theprovisions of any document relating to the Senior Subordinated Notes:

(i)

which shortens the fixed maturity, or increases the rate orshortens the time of payment of interest or dividends on, or increases theamount or shortens the time of payment of any principal, or premium payablewhether at maturity, at a date fixed for prepayment or by acceleration orotherwise of such Indebtedness, or increases the amount of, or accelerates thetime of payment of, any fees payable in connection therewith;

(ii)

which relates to the affirmative or negative covenants, events ofdefault, redemption or repurchase provisions, or remedies under the documents orinstruments evidencing such Indebtedness and the effect of which is to subjectany Company to any materially more onerous or more restrictive provisions; or

(iii)

which effects and changes to the subordination provisions (orrelated definitions) therein or otherwise materially adversely affects theinterests of the Creditors as senior creditors or the interests of the Creditorsunder this Agreement or any other Credit Document in any respect;

(c)

in the event of the occurrence of a ''Change of Control'' (asdefined in the indenture related to the Senior Subordinated Notes), repurchaseany Senior Subordinated Notes, unless the Canadian Borrower shall have (i) madepayment in full of all Obligations and any other amounts then due and owing toeach Creditor hereunder and under any Note and cash collateralized the L/CObligations on terms reasonably satisfactory to Administrative Agent or(ii) made an offer to pay all Obligations and any amounts then due and owing toeach Creditor hereunder and under any Note and to cash collateralize the L/CObligations in respect of each Lender and shall have made payment in fullthereof to each such Lender or Administrative Agent which has accepted suchoffer and cash collateralized the L/C Obligations in respect of each such Lenderwhich has accepted such offer; or

(d)

effect any material change in any Senior Subordinated NoteIndenture in connection with an Exchange Offer unless the terms thereof arereasonably acceptable to the Agents and the Majority Lenders.

Nothing in this Section 7.14 shall preclude the exchange of theSenior Subordinated Notes for the Exchange Notes.

**7.15         Contingent Obligations. **
Create, incur, assume or suffer to exist any ContingentObligation, except:

(a)

the Guarantees;

(b)

guarantees by the Canadian Borrower or any Subsidiary ofobligations of any Company permitted by this Agreement; provided that, ineach case, (i) any such guarantee by an Obligor of obligations of any Companythat is not an Obligor is subordinated to the Obligations and (ii) if theprimary obligation being guaranteed is subordinated to the Obligations, suchguarantees are subordinated to the Obligations on substantially the same basisas such primary obligation is subordinated to the Obligations;

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(c)

(i) Contingent Obligations existing on the Closing Date anddescribed in **Schedule 7.15(c)**(as amended, restated, extended or replacedfrom time to time to the extent the stated amount thereof is not increased) and(ii) Contingent Obligations relating to any Indebtedness permitted underSection 7.1 (other than Indebtedness created pursuant to this clause (c)(ii));

(d)

guarantees of obligations to third parties in connection withrelocation of employees of the Canadian Borrower or any of its Subsidiaries, inan amount which, together with all loans and advances made pursuant to clause (i)of the definition of ''Permitted Investments,'' shall not exceed US$2.0 million atany time outstanding;

(e)

Contingent Obligations in connection with workers' compensationobligations, and in connection with performance, surety and appeal bonds, andsimilar obligations incurred in the ordinary course of business, of the CanadianBorrower and its Subsidiaries;

(f)

Hedging Agreements permitted by Section 7.16 or otherwise enteredinto in the ordinary course of business to hedge obligations and not forspeculative purposes;

(g)

with respect to Permitted Floorplan Facilities and PermittedReceivables Facilities, (i) representations, warranties, covenants andindemnities that are customary in such financings, and (ii) repurchase andsimilar recourse obligations ; provided, however, that theaggregate amount of such repurchase or similar recourse obligations (other thanrecourse limited to the associated accounts receivable, chattel paper andrelated assets) of the Canadian Borrower and its Subsidiaries (other than anyReceivable Co.) shall not at any time exceed the greater of Cdn$150.0 millionand 8% of Consolidated Revenues of the Canadian Borrower and its Subsidiaries(measured over the four Quarters ended on the most recent Test Date);

(h)

endorsements for collection in the ordinary course of business;and

(i)

other guarantees by the Canadian Borrower or any Obligor incurredin the ordinary course of business that, taken together with Indebtednessincurred in reliance on clauses (b) and (p) of the definition of ''PermittedIndebtedness,'' do not exceed Cdn$50.0 million in the aggregate outstanding atany time.

**7.16         Hedging Agreements. **
Enter into, create, incur, assume or suffer to exist any HedgingAgreements or obligations in respect thereof except in the ordinary course ofbusiness for non-speculative purposes and as required pursuant to Section 3.4.

**7.17         Financial Covenants. **
(a)

Maximum Total Leverage Ratio.  (i) TheTotal Leverage Ratio shall not on any Test Date exceed the ratio set forthopposite such period in the table below:

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PeriodRatio      February 1, 2004 - July 31, 2004    4.75x    August 1, 2004 - October 31, 2005    4.50x    November 1, 2005 - January 31, 2006    4.25x    February 1, 2006 - July 31, 2006    4.00x    August 1, 2006 - January 31, 2007    3.75x    February 1, 2007 - January 31, 2008    3.50x    February 1, 2008 - January 31, 2009    3.25x    February 1, 2009 - January 31, 2011    3.00x
and 

(ii)  During any period in which Pushdown Holdco Debt is outstanding andLoans under either the New Term Facility or any Incremental Facility areoutstanding, the Total Pushdown Debt Leverage Ratio shall not on any Test Dateexceed the ratio set forth opposite such period in the table below: 
PeriodRatio  February 1, 2004 - July 31, 20045.75xAugust 1, 2004 - October 31, 20055.50xNovember 1, 2005 - January 31,    20065.25xFebruary 1, 2006 - July 31, 20065.00xAugust 1, 2006 - January 31, 20075.00xFebruary 1, 2007 - January 31,    20085.00xFebruary 1, 2008 - January 31,    20095.00xFebruary 1, 2009 - January 31,    20115.00x
                           (b)            Minimum Interest CoverageRatio. The Interest Coverage Ratio shall not on any Test Date be less than theapplicable ratio set forth opposite such period in the table below: PeriodRatio      February 1, 2004 - January 31, 2005    2.25x    February 1, 2005 - January 31, 2009    2.50x    February 1, 2009 - January 31, 2011    2.75x
 

**ARTICLE 8EVENTS OF DEFAULT**

**8.1         Events of Default. **
Upon the occurrence and during the continuance of any of thefollowing events (each, an ''**Event of Default**''):

(a)

Any Borrower shall fail to (i) pay any principal of any Loan orNote when due in accordance with the terms hereof or thereof or to reimburse therelevant Issuing Lender in accordance with Section 3.5 or (ii) pay any intereston any Loan or Note or any other amount payable under any Credit Document withinthree Business Days after any such interest or other amount becomes due inaccordance with the terms hereof or thereof; or

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                               (b)

(i) any representation or warranty not qualified by materialitymade or deemed made by any Obligor in any Credit Document shall prove to havebeen incorrect in any material respect on or as of the date made or deemed made,and (ii) any other representation or warranty made or deemed made by any Obligorin any Credit Document shall prove to have been incorrect on or as of the datemade or deemed made; or

(c)

Any Obligor shall default in the observance or performance of anyagreement contained in Section 6.1(h), 6.1(j), 6.10 or Article 7 of thisAgreement; or

(d)

Any Obligor shall default in the observance or performance of anyother agreement contained in any Credit Document and such default shall continueunremedied for a period of 30 days after the earlier of (i) the CanadianBorrower's actual knowledge thereof, and (ii) the Canadian Borrower's receipt ofwritten notice of such default from the Administrative Agent or any otherCreditor; or

(e)

With respect to any Indebtedness which aggregates in excess ofCdn$10.0 million (other than the Loans and L/C Obligations) (i) any Obligor orany of its Subsidiaries shall (A) default in any payment of principal of orinterest on or other amounts in respect of any Indebtedness (other than theLoans, the L/C Obligations and any intercompany debt) beyond the period ofgrace, if any, provided in the instrument or agreement under which suchIndebtedness was created; or (B) default (after giving effect to any applicablegrace period) in the observance or performance of any other agreement orcondition relating to any such Indebtedness or contained in any instrument oragreement evidencing, securing or relating thereto, or any other event shalloccur or condition exist, the effect of which default or other event orcondition is to cause, or to permit the holder or holders of such Indebtedness(or party or parties to such Indebtedness constituting a Hedging Agreement, orbeneficiary or beneficiaries of such Indebtedness constituting a ContingentObligation) (or a trustee or agent on behalf of such holder or holders orbeneficiary or beneficiaries) to cause (determined without regard to whether anynotice or lapse of time is required), such Indebtedness to become due prior toits stated maturity (or any Indebtedness constituting a Hedging Agreement to beterminated, or any Indebtedness constituting a Contingent Obligation to becomepayable), (ii) any such Indebtedness shall be declared due and payable, orrequired to be prepaid other than by regularly scheduled required repaymentprior to the stated maturity thereof, or (iii) any such Indebtedness shallmature and remain unpaid; or

(f)

(i)  Any Obligor or any Material Subsidiary shall commence anycase, Proceeding or other action (or files a notice of its intention to do so)(A) under any Applicable Insolvency Law, seeking to have an order for reliefentered with respect to it, or seeking to adjudicate it as bankrupt orinsolvent, making a proposal or seeking reorganization, arrangement, protection,adjustment, winding-up, liquidation, dissolution, compromise, composition orother relief with respect to it or its debts, or (B) seeking appointment of areceiver, interim receiver/manager sequestrator, conservator, administrator,liquidator, trustee, custodian or other similar official for it or for all orany material part of its assets, or any Obligor shall make a general assignmentfor the benefit of its creditors; or (ii) there shall be commenced against anyObligor or any Material Subsidiary any case, Proceeding or other action of anature referred to in clause (i) above which (A) results in the entry of anorder for relief or any such adjudication or appointment or (B) remainsundismissed, undischarged, unstayed or unbonded for a period of 30 days; or(iii) there shall be commenced against any Obligor or any Material Subsidiaryany case, Proceeding or other action seeking issuance of a warrant ofattachment, execution, distraint, seizure, execution, attachment, garnishment orsimilar process against all or any substantial part of its assets which resultsin the entry of an order for any such relief which shall not have been vacated,discharged or stayed or bonded pending appeal within 30 days from the entrythereof; or (iv) any 

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Obligor or any Material Subsidiary shall take any action in furtherance of, orindicating its consent to, approval of, or acquiescence in, any of the acts setforth in clause (i), (ii) or (iii) above; (v) any other event occurs which underthe laws of any applicable jurisdiction has an effect equivalent to any of theevents referred to in the foregoing clauses (i) through (iv); or (vi) anyObligor or any of its Subsidiaries shall commit an act of bankruptcy under the*Bankruptcy and Insolvency Act* (Canada), shall become insolvent or shallgenerally not, or shall be unable to, shall admit in writing its inability to,pay its debts as they become due, or shall declare a general moratorium on itsindebtedness or propose a compromise or arrangement between it and any class ofits creditors; or

(g)

An ERISA Event, Canadian Pension Event or non-compliance withrespect to Foreign Plans shall occur that, when taken together with all othersuch ERISA Events, Canadian Pension Events and noncompliance with respect toForeign Plans that have occurred, could reasonably be expected to result inliability of the Canadian Borrower and its ERISA Affiliates in an aggregateamount that exceeds Cdn$10.0 million; or

(h)

One or more judgments or decrees shall be entered against anyObligor or any of its Material Subsidiaries involving in the aggregate aliability (to the extent not paid, or covered by insurance as to which therelevant insurance company has acknowledged coverage) of Cdn$10.0 million ormore and all such judgments or decrees shall not have been vacated, discharged,stayed or bonded pending appeal within 60 consecutive days after such judgmentsbecome final and nonappealable; or

(i)

Any Credit Document shall cease, for any reason, to be in fullforce and effect or any Obligor or any of its Subsidiaries shall so assert inwriting, or any Security Document shall cease to give the Administrative Agentfor the benefit of the Secured Parties the rights, powers and privilegepurported to be created thereby or cease to be effective to grant a perfectedfirst priority Lien on the Collateral described in such Security Document withthe priority purported to be created thereby, subject to such exceptions as maybe permitted therein or herein, and in the case of any Security Agreement, suchcondition shall continue unremedied for 10 days after the earlier of (i) theCanadian Borrower's actual notice thereof, or (ii) notice thereof being given tothe Canadian Borrower by the Administrative Agent or any Lender; or

(j)

There shall occur a Change of Control; or

(k)

The Canadian Borrower shall fail to make a Disposition EventOffer or Casualty Event Offer as required pursuant to Section 3.8, or if suchoffer is accepted the Relevant Borrower shall have failed to fulfill itsobligations pursuant thereto; or

(l)

Holdco shall cease to own 100% of the Equity Interests of theCanadian Borrower or the Canadian Borrower shall, directly or indirectly, ceaseto own 100% of the Equity Interests of the U.S. Revolving Borrower; or

(m)

The Senior Subordinated Notes shall cease, for any reason, to bevalidly subordinated to the Obligations as provided in the indenture therefor,or any Obligor, any Affiliate of any Obligor, the trustee in respect of theSenior Subordinated Notes or the holders of at least 25% in aggregate principalamount of the Senior Subordinated Notes shall so assert; or

(n)

The BRP Acquisition shall not be consummated in all materialrespects in accordance with this Agreement and the BRP Acquisition Agreementsubstantially concurrently with the making of the initial Extensions of Credithereunder, or the BRP Acquisition shall be unwound, 

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reversed or otherwise rescinded in whole or in any material part for any reason(it being understood that the unwinding, reversal or rescission of the BRPAcquisition with respect to any one Subsidiary that is not a Material Subsidiaryshall not in and of itself constitute an Event of Default under thisclause (n));

then, and in any such event, (x) if such event is an Event ofDefault specified in paragraph (f) above with respect to any Obligor,automatically (i) the Commitments shall immediately terminate and the Loanshereunder (with accrued interest thereon) and all other amounts owing under thisAgreement and the Notes shall immediately become due and payable, and (ii) allobligations of the Canadian Borrower and the U.S. Revolving Borrower in respectof the Letters of Credit, although contingent and unmatured, shall becomeimmediately due and payable and the Issuing Lenders' obligations to issue theLetters of Credit and the Canadian Revolving Lenders' obligations to issueBankers' Acceptances or Acceptance Notes shall immediately terminate and (y) ifsuch event is any other Event of Default, so long as any such Event of Defaultshall be continuing, either or both of the following actions may be taken:  (i) withthe written consent of the Majority Lenders, the Administrative Agent may, orupon the request of the Majority Lenders, the Administrative Agent shall, bynotice to the Canadian Borrower, declare the Commitments and the IssuingLenders' obligations to issue the Letters of Credit and the Canadian RevolvingLenders' obligations to issue Bankers' Acceptances or Acceptance Notes to beterminated promptly, whereupon the Commitments and such obligations shallimmediately terminate; and (ii) with the consent of the Majority Lenders, theAdministrative Agent may, or upon the request of the Majority Lenders, theAdministrative Agent shall, by notice of default to the Canadian Borrower,(a) declare all or a portion of the Loans hereunder (with accrued interestthereon) and all other amounts owing under this Agreement and the Notes to bedue and payable promptly, whereupon the same shall immediately become due andpayable, and (b) declare all or a portion of the obligations of the CanadianBorrower and the U.S. Revolving Borrower in respect of the Letters of Credit andof the Canadian Borrower in respect of Bankers' Acceptances, although contingentand unmatured, to be due and payable promptly, whereupon the same shallimmediately become due and payable and/or demand that the Canadian Borrowerdischarge any or all of the obligations supported by the Letters of Credit bypaying or prepaying any amount due or to become due in respect of suchobligations.  Except as expressly provided above in this Article 8, presentment,demand, protest and all other notices and defenses to payment of any kind arehereby expressly waived.

**8.2         Allocation of Payments After Event of Default. **
Notwithstanding any other provisions of this Agreement, after theoccurrence and during the continuance of an Event of Default, all amountscollected or received by the Administrative Agent or the Lenders or anyparticipant of any Lender or any of them on account of amounts outstanding underany of the Credit Documents shall be paid over or delivered as follows:

FIRST, to the payment of all out-of-pocket costs and expenses(including reasonable legal fees and disbursements) of the Agents or any Personsacting in their stead, including any receiver, manager, receiver/manager or likePerson, or any of them, in connection with enforcing the rights of the Agentsand the Lenders under the Credit Documents or any of them;

SECOND, to the payment of any outstanding and unpaid fees owed toany of the Agents or Issuing Lenders or Swingline Facility Lenders;

THIRD, to the payment of all out-of-pocket costs and expenses(including reasonable legal fees and disbursements) of the Administrative Agentin connection with enforcing any of its rights under any of the CreditDocuments;

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                  FOURTH, pro rata to the payment of the outstandingprincipal amount of and accrued and unpaid interest on the Loans and of anyprincipal amounts outstanding under any Hedging Agreements permitted or requiredunder Section 3.4 to which any Lender or any of its Affiliates is a party, andto the payment of all other outstanding and unpaid Indebtedness (including inrespect of the Swingline Facilities) owing to any of the Lenders or to any ofthe Agents under the Credit Documents which shall not have been repaid pursuantto the foregoing provisions of this Section 8.2; provided that anyamounts applied to temporarily prepay Revolving Loans under the CanadianRevolving Facility and/or the U.S. Revolving Facility, as applicable, pursuantto the provisions of Sections 3.8(a)(iii) and 3.8(b)(iii) shall be paid over anddelivered by the Revolving Lenders to the Administrative Agent for application,amounts held in the Collateral Account pursuant to Sections 3.8(a)(ii) and (iii)and 3.8(b)(ii) and (iii), and amounts subject to a Disposition Event Offer or aCasualty Event Offer accepted by the Relevant Lenders pursuant to Section 3.8(a)and 3.8(b) shall be applied, prorata to the payment of alloutstanding and unpaid Indebtedness owing to the Lenders under the New TermFacility; and

FIFTH, to the payment of the surplus, if any, to whoever may belawfully entitled thereto.

**ARTICLE 9GUARANTEE**

**9.1         The Guarantee. **
The Guarantors hereby jointly and severally guarantee as aprimary obligor and not as a surety to each Creditor and their respectivesuccessors and assigns the prompt payment in full when due (whether at statedmaturity, by acceleration or otherwise) of the principal of and interest(including any interest, fees, costs or charges that would accrue but for theprovisions of the Applicable Insolvency Law after any bankruptcy or insolvencypetition under the Applicable Insolvency Law) on the Loans made by the Lendersto, and the Notes held by each Lender of, Borrower, and all other Obligationsfrom time to time owing to the Creditors by any Obligor under any CreditDocument or Hedging Agreement relating to the Loans, in each case strictly inaccordance with the terms thereof (such obligations being herein collectivelycalled the ''**Guaranteed Obligations**'').  The Guarantors hereby jointly andseverally agree that if any Borrower or other Guarantor(s) shall fail to pay infull when due (whether at stated maturity, by acceleration or otherwise) any ofthe Guaranteed Obligations, the Guarantors will promptly pay the same, withoutany demand or notice whatsoever, and that in the case of any extension of timeof payment or renewal of any of the Guaranteed Obligations, the same will bepromptly paid in full when due (whether at extended maturity, by acceleration orotherwise) in accordance with the terms of such extension or renewal.

**9.2         Obligations Unconditional. **
The obligations of the Guarantors under Section 9.1 shallconstitute a guarantee of payment and are absolute, irrevocable andunconditional, joint and several, irrespective of the value, genuineness,validity, regularity or enforceability of the Guaranteed Obligations of anyObligor under this Agreement, the Notes, the Interest Rate Protection Agreementsor any other agreement or instrument referred to herein or therein, or anysubstitution, release or exchange of any other guarantee of or security for anyof the Guaranteed Obligations, and, to the fullest extent permitted byapplicable law, irrespective of any other circumstance whatsoever that mightotherwise constitute a legal or equitable discharge or defense of a surety orguarantor (except for payment in full).  Without limiting the generality of theforegoing, it is agreed that the occurrence of any one or more of the followingshall not alter or impair the liability of the Guarantors hereunder, which shallremain absolute, irrevocable and unconditional under any and all circumstancesas described above:

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                       (i)

at any time or from time to time, without notice to theGuarantors, the time for any performance of or compliance with any of theGuaranteed Obligations shall be extended, or such performance or complianceshall be waived;

(ii)

any of the acts mentioned in any of the provisions of thisAgreement or the Notes or any other agreement or instrument referred to hereinor therein shall be done or omitted;

(iii)

the maturity of any of the Guaranteed Obligations shall beaccelerated, or any of the Guaranteed Obligations shall be amended in anyrespect, or any right under the Credit Documents or any other agreement orinstrument referred to herein or therein shall be amended or waived in anyrespect or any other guarantee of any of the Guaranteed Obligations or anysecurity therefor shall be released or exchanged in whole or in part orotherwise dealt with;

(iv)

any lien or security interest granted to, or in favor of, anyLender or Agent as security for any of the Guaranteed Obligations shall fail tobe perfected; or

(v)

any other Guarantor shall be released.

To the fullest extent permitted by law, the Guarantors herebyexpressly waive diligence, presentment, demand of payment, protest and allnotices whatsoever, and any requirement that any Creditor thereof exhaust anyright, power or remedy or proceed against any Borrower under this Agreement orthe Notes or any other agreement or instrument referred to herein or therein, oragainst any other Person under any other guarantee of, or security for, any ofthe Guaranteed Obligations.  To the fullest extent permitted by law, theGuarantors waive any and all notice of the creation, renewal, extension, waiver,termination or accrual of any of the Guaranteed Obligations and notice of orproof of reliance by any Creditor thereof upon this guarantee or acceptance ofthis guarantee, and the Guaranteed Obligations, and any of them, shallconclusively be deemed to have been created, contracted or incurred in relianceupon the Guarantees, and all dealings between any other Obligor and theCreditors shall likewise be conclusively presumed to have been had orconsummated in reliance upon the Guarantees.  The Guarantees shall be construedas a continuing, absolute, irrevocable and unconditional guarantee of paymentwithout regard to any right of offset with respect to the Guaranteed Obligationsat any time or from time to time held by the Creditors, and the obligations andliabilities of the Guarantors hereunder shall not be conditioned or contingentupon the pursuit by the Creditors or any other Person at any time of any rightor remedy against any other Obligor or against any other Person which may be orbecome liable in respect of all or any part of the Guaranteed Obligations oragainst any collateral security or guarantee therefor or right of offset withrespect thereto.  Each Guarantee shall remain in full force and effect and bebinding in accordance with and to the extent of its terms upon the Guarantorsand the successors and assigns thereof, and shall inure to the benefit of theCreditors, and their respective successors and assigns, notwithstanding thatfrom time to time during the term of this Agreement there may be no GuaranteedObligations outstanding.

**9.3         Reinstatement. **
The obligations of the Guarantors under this Article 9 shall beautomatically reinstated if and to the extent that for any reason any payment byor on behalf of any Borrower or other Obligor in respect of the GuaranteedObligations is rescinded or must be otherwise restored by any holder of any ofthe Guaranteed Obligations, whether as a result of any proceedings in bankruptcyor reorganization or otherwise.  The Guarantors jointly and severally agree thatthey will indemnify each Creditor on demand for all reasonable costs andexpenses (including reasonable fees of counsel) incurred by such Creditor inconnection with such rescission or restoration, including any such costs andexpenses incurred in defending against any claim alleging that such paymentconstituted a preference, fraudulent transfer or similar 

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payment under any bankruptcy, insolvency or similar law, otherthan any costs or expenses resulting from the gross negligence or bad faith ofsuch Creditor.

**9.4         Subrogation, Subordination. **
Each Guarantor hereby agrees that until the indefeasible paymentand satisfaction in full in cash of all Obligations and the expiration andtermination of the Commitments of the Lenders under this Agreement, it shall notexercise any right or remedy arising by reason of any performance by it of itsguarantee in this Article 9, whether by subrogation or otherwise, against anyBorrower or any other Guarantor of any of the Guaranteed Obligations or anysecurity for any of the Guaranteed Obligations.  The payment of any amounts duewith respect to any indebtedness of any Obligor now or hereafter owing to anyGuarantor by reason of any payment by such Guarantor under the Guarantee in thisArticle 9 is hereby postponed and subordinated to the prior indefeasible paymentin full in cash of the Guaranteed Obligations.  Each Guarantor agrees that itwill not demand, sue for or otherwise attempt to collect any such indebtednessof any Obligor to such Guarantor until the Guaranteed Obligations shall havebeen indefeasibly paid in full in cash.  If, notwithstanding the foregoingsentence, any Guarantor shall, prior to the indefeasible payment in full in cashof the Guaranteed Obligations, collect, enforce or receive any amounts inrespect of such indebtedness, such amounts shall be collected, enforced andreceived by such Guarantor as trustee for Creditors and be paid over toAdministrative Agent on account of the Guaranteed Obligations without affectingin any manner the liability of such Guarantor under the other provisions of theguarantee contained herein.

**9.5         Remedies. **
The Guarantors jointly and severally agree that, as between theGuarantors and the Creditor, the obligations of any Borrower under thisAgreement and the Notes may be declared to be promptly due and payable asprovided in Article 8 (and shall be deemed to have become automatically due andpayable in the circumstances provided in Article 8) for purposes of Section 9.1,notwithstanding any stay, injunction or other prohibition preventing suchdeclaration (or such obligations from becoming automatically due and payable) asagainst any Borrower and that, in the event of such declaration (or suchobligations being deemed to have become automatically due and payable), suchobligations (whether or not due and payable by Borrower) shall promptly becomedue and payable by the Guarantors for purposes of Section 9.1.

**9.6         Instrument for the Payment of Money. **
Each Guarantor hereby acknowledges that the Guarantee in thisArticle 9 constitutes an instrument for the payment of money, and consents andagrees that any Creditor, at its sole option, in the event of a dispute by suchGuarantor in the payment of any moneys due hereunder, shall have the right tobring a motion-action under New York CPLR Section 3213.

**9.7         Continuing Guarantee.** 
Each Guarantee in this Article 9 is a continuing guarantee ofpayment, and shall apply to all Guaranteed Obligations whenever arising.

**9.8         General Limitation on Guarantee Obligations. **
In any action or proceeding involving any state, federal,provincial or foreign corporate law, or any state, federal, provincial orforeign bankruptcy, insolvency, reorganization or other law affecting the rightsof creditors generally, if the obligations of any Guarantor under Section 9.1would otherwise 

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be held or determined to be void, voidable, invalid orunenforceable, or subordinated to the claims of any other creditors, on accountof the amount of its liability under Section 9.1, then, notwithstanding anyother provision to the contrary, the amount of such liability shall, without anyfurther action by such Guarantor, any Creditor or any other Person, beautomatically limited and reduced to the highest amount that is valid andenforceable and not subordinated to the claims of other creditors as determinedin such action or proceeding.

**ARTICLE 10AGENCY PROVISIONS**

**10.1         Appointment. **
(a)

Each Lender hereby affirms the appointment of Bank of Montreal(or any successor thereto) as Administrative Agent hereunder to act as specifiedherein and in the other Credit Documents, and each Lender hereby authorizes theAdministrative Agent, as the agent for such Lender, to take all such action onits behalf under the provisions of this Agreement and the other Credit Documentsand, without limitation, to act as a security trustee or similar capacity onbehalf of the Lenders for the purposes of, and in accordance with the SecurityDocuments entered into by it in its capacity as Administrative Agent, securitytrustee or similar capacity and to exercise all such powers and perform all suchduties as are expressly delegated by the terms hereof and by the other CreditDocuments, including the application of all payments and other benefits arisingthereunder, together with such other powers as are reasonably incidentalthereto.  The Administrative Agent is entitled to claim all Obligations againstthe Borrowers that are required to be assigned by the Lenders to theAdministrative Agent in its own name in connection with the Austrian SharePledge Agreement.  With respect to any action by the Administrative Agent toenforce the rights and remedies of the Administrative Agent and the Lendersunder this Agreement and the other Credit Documents, each Lender hereby consentsto the jurisdiction of the court in which such action is maintained, and agreesto deliver its Note to the Administrative Agent to the extent necessary toenforce the rights and remedies of the Administrative Agent for the benefit ofthe Lenders under the Mortgage in accordance with the provisions hereof andthereof.

(b)

Each Lender (acting for itself and on behalf of each of itsAffiliates that which are or become party to a Hedging Agreement from time totime) confirms the appointment and designation of the Administrative Agent (orany successor thereto) as the person holding the power of attorney (''*fondé depouvoir*'') within the meaning of Article 2692 of the *Civil Code of Québec*for the purposes of the hypothecary security to be granted by the Borrowers,the Guarantors, their respective Wholly Owned Subsidiaries or any one of themunder the laws of the Province of Québec and, in such capacity, theAdministrative Agent shall hold the hypothecs granted under the laws of theProvince of Québec as such *fondé de pouvoir* in the exercise of the rightsconferred thereunder.  The execution by the Administrative Agent prior to theEffective Date of any document creating or evidencing any such hypothec for thebenefit of any of the Secured Parties or their respective Affiliates is herebyratified and confirmed.  Notwithstanding the provisions of Section 32 of an *Act respecting the special powers of legal persons*(Québec), theAdministrative Agent may acquire and be the holder of any of the bonds securedby any such hypothec.  Each future Lender that becomes party to this Agreement,by becoming a party to this Agreement, shall be deemed to have ratified andconfirmed (for itself and on behalf of each of its Affiliates that are or becomeparty to a Hedging Agreement from time to time) the appointment of theAdministrative Agent as *fondé de pouvoir*.

(c)

Each Lender hereby designates Merrill Lynch and UBS SecuritiesLLC as Joint Book Runners and Lead Arrangers of the New Term Facility and BMONesbitt Burns Inc. and Royal Bank of Canada as Joint Book Runners and LeadArrangers of the Revolving Facilities.  Each Lender and 

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the Borrowers agree that the Lead Arrangers and the Joint Book Runners have noduties or obligations in such capacity under any Credit Documents to any Lenderor any Obligor.

**10.2         Delegation of Duties; Appointment of Agents. **
The Administrative Agent may execute any of its duties hereunderor under the other Credit Documents by or through agents or attorneys-in-factand shall be entitled to advice of counsel concerning all matters pertaining tosuch duties.  In particular and without limiting the generality of theforegoing, the Administrative Agent may appoint one or more sub-agents inrespect of each Facility and in respect of any Security Document or otherarrangements to protect the Lenders' interests, including any insurance ordeposit agent or trustee, and each of the Lenders and each of the Obligorshereby consents to the appointment, in the Administrative Agent's solediscretion, of such agents.

**10.3         Duties. **
Notwithstanding any provision to the contrary elsewhere hereinand in the other Credit Documents, the Agents shall not have any duties orresponsibilities except those expressly set forth herein and therein, or any(save as expressly provided for in any Credit Document) fiduciary relationshipwith any Lender, and no implied covenants, functions, responsibilities, duties,obligations or liabilities shall be read into this Agreement or any of the otherCredit Documents, or shall otherwise exist against the Agents or any of them. The provisions of this Section 10.3 are solely for the benefit of the Agentsand the Secured Parties and each of them and none of the Obligors shall have anyrights as a third party beneficiary of the provisions hereof.  In performingtheir respective functions and duties under this Agreement and the other CreditDocuments, the Agents shall act solely as an agent of the Lenders, and theAgents do not assume and shall not be deemed to have assumed any obligation orrelationship of agency or trust with or for any Obligor.  No Agent shall beresponsible for the negligence or misconduct of any agents or attorneys-in-factselected by it with reasonable care.

**10.4         Exculpatory Provision. **
None of the Agents, any Issuing Lender nor any of theirrespective officers, directors, employees, agents, attorneys-in-fact oraffiliates shall be (a) liable for any action lawfully taken or omitted to betaken by it or by any such other Person under or in connection herewith or inconnection with any other Credit Document (except for its or such Person's owngross negligence or willful misconduct) or (b) responsible in any manner to anyof the Lenders for any recitals, statements, representations or warranties madeby any of the Obligors contained herein or in any of the other Credit Documentsor in any certificate, report, document, financial statement or other written ororal statement referred to or provided for herein or any of the other CreditDocuments, or received by the Agents or any of them under or in connectionherewith or in connection with the other Credit Documents, or for theeffectiveness, perfection, genuineness, validity, enforceability, collectabilityor sufficiency of this Agreement or any of the other Credit Documents, furnishedor made available by the Agents or any of them to the Lenders or any of them orby or on behalf of the Obligors or any of them to the Agents or any of them orto any Lender, or for any failure of the Obligors or any of them to performtheir respective obligations hereunder or thereunder.  None of the Agents shallbe required to ascertain or inquire as to the performance or observance of anyof the terms, conditions, provisions, covenants or agreements contained hereinor in any other Credit Document, or as to the use of the proceeds of the Loans,or of the existence or possible existence of any Default or Event of Default, orto inspect the properties, books or records of any of the Obligors.  None of theAgents is a trustee for any of the Lenders and owes no fiduciary duty to theLenders or any of them.

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**10.5         Reliance on Communications. **
Each of the Agents shall be entitled to rely, and shall be fullyprotected in relying, upon any note, writing, resolution, notice, consent,certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletypeor e-mail message, statement, order or other document or conversation believedby it to be genuine and correct and to have been signed, sent or made by theproper Person or Persons, and upon advice and statements of legal counsel(including counsel to any of the Obligors), independent accountants and otherexperts selected by the Agents or any of them with reasonable care.  Each of theAgents may deem and treat the Lenders and each of them as the owner of itsinterests hereunder for all purposes unless a written notice of assignment,negotiation or transfer thereof shall have been filed with the Agents inaccordance with Section 11.3.  The Agents and each of them shall be fullyjustified in failing or refusing to take any action under this Agreement orunder any of the other Credit Documents unless they or it, as the case may be,shall first receive such advice or concurrence of the Majority Lenders or any ofthem as they deem appropriate or they or it shall first be indemnified to its ortheir satisfaction by the Lenders or any of them against any and all liabilityand expense which may be incurred by it or them by reason of taking orcontinuing to take any such action.  The Agents and each of them shall in allcases be fully protected in acting, or in refraining from acting, hereunder orunder any of the other Credit Documents in accordance with a request of theMajority Lenders (or to the extent specifically provided in Section 11.6, allthe Lenders), and such request and any action taken or failure to act pursuantthereto shall be binding upon all the Lenders (including their successors andassigns).

**10.6         Notice of Default. **
An Agent shall not be deemed to have knowledge or notice of theoccurrence of any Default or Event of Default hereunder unless such Agent hasreceived notice from a Lender or an Obligor referring to the Credit Document,describing such Default or Event of Default and stating that such notice is a''notice of default.''  In the event that such Agent receives such a notice, theAgent shall give prompt notice thereof to the Lenders and to the other Agentsand such Agent shall take such action with respect to such Default or Event ofDefault as shall be reasonably directed by the Majority Lenders.

**10.7         Non-Reliance on Agent and Other Lenders. **
Each Lender expressly acknowledges that none of the Agents, norany of their respective officers, directors, employees, agents,attorneys-in-fact or Affiliates, has made any representation or warranty to itand that no act by the Agents or any of them or any Affiliate thereofhereinafter taken, including any review of the affairs of any Obligor, shall bedeemed to constitute any representation or warranty by the Agents or any of themto any Lender.  Each Lender represents to the Agents and each of them that ithas, independently and without reliance upon the Agents or any of them or anyother Lender, and based on such documents and information as it has deemedappropriate, made its own appraisal of and investigation into the business,assets, operations, property, financial and other conditions, prospects andcreditworthiness of the Obligors and each of them and has made its own decisionto make its Loans hereunder and enter into this Agreement.  Each Lender alsorepresents that it will, independently and without reliance upon the Agents orany of them or any other Lender, and based on such documents and information asit shall deem appropriate at the time, continue to make its own credit analysis,appraisal and decision in taking or not taking action under this Agreement andthe other Credit Documents, and to make such investigation as it deems necessaryto inform itself as to the business, assets, operations, property, financial andother conditions, prospects and creditworthiness of the Obligors and each ofthem.  Except for notices, reports and other documents expressly required to befurnished to the Lenders by the Agents (which notices, reports and otherdocuments may be delivered by the Agents via e-mail) or any of them hereunder,the Agents and each of them shall not have any duty or responsibility to provideany Lender with any credit or other information concerning the business,operation, assets, property, financial or other 

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conditions, prospects or creditworthiness of the Obligors or any of them whichmay come into the possession of the Agents or any of them or any of theirrespective officers, directors, employees, agents, attorneys-in-fact orAffiliates.

**10.8         Indemnification. **
The Lenders and each of them agree to indemnify the Agents, theSwingline Facility Lenders and the Issuing Lenders and each of them in theirrespective capacities (to the extent not reimbursed by the Obligors or any ofthem and without limiting the obligation of the Obligors and each of them to doso pursuant to any of the Credit Document) ratably according to their respectiveCredit Exposures, from and against any and all liabilities, obligations, losses,damages, penalties, actions, judgments, suits, costs, expenses or disbursementsof any kind whatsoever which may at any time (including, at any time, followingpayment in full of the Obligor Obligations) be imposed on, incurred by orasserted against any Agent, Swingline Facility Lender or Issuing Lender in itscapacity as such in any way relating to or arising out of this Agreement or theother Credit Documents or any documents contemplated by or referred to herein ortherein or the transactions contemplated hereby or thereby or any action takenor omitted by any such Agent under or in connection with any of the foregoing;provided that no Lender shall be liable for the payment of any portion ofsuch liabilities, obligations, losses, damages, penalties, actions, judgments,suits, costs, expenses or disbursements resulting from the gross negligence orwillful misconduct of any Agent, Swingline Facility Lender or Issuing Lender. If any indemnity furnished to any Agent, Swingline Facility Lender or IssuingLender for any purpose shall, in the opinion of such Agent, Swingline FacilityLender or Issuing Lender, be insufficient or become impaired, such Agent maycall for additional indemnity and cease, or not commence, to do the actsindemnified against until such additional indemnity is furnished.  Theagreements in this Section 10.8 shall survive the payment of the ObligorObligations and all other amounts payable hereunder and under the other CreditDocuments.

**10.9         Agents in Their Individual Capacity. **
Each of the Agents and their respective Affiliates may make loansto, accept deposits from and generally engage in any kind of business with anyObligor as though such Agent were not an Agent hereunder.  With respect to theExtensions of Credit made by it and all other obligations owed to it, such Agentshall have the same rights and powers under this Agreement as any Lender and mayexercise the same as though it were not an Agent, and the terms ''Lender'' and''Lenders'' shall include each Agent in its individual capacity.

**10.10         Successor Agent. **
Any Agent may, at any time, resign upon not less than 20 days'written notice to (a) the other Agents and the Canadian Borrower, in the casewhere the resigning Agent is an Agent other than the Administrative Agent and(b) the Lenders, the other Agents and the Borrowers in the case where theresigning Agent is the Administrative Agent.  Upon any such resignation, (i) theAdministrative Agent shall have the right to appoint any successorAdministrative Agent within 25 days of such resignation with the consent of theBorrower (not to be unreasonably withheld) and (ii) if the Administrative Agenthas not appointed any successor Administrative Agent pursuant to clause (i) above,the Majority Lenders shall have the right to appoint a successor AdministrativeAgent within 25 days after such 25th day with the consent of the Borrower (notto be unreasonably withheld).  If no successor Agent shall have been soappointed by the Administrative Agent or the Majority Lenders, as the case maybe, and shall have accepted such appointment within such time periods, then theretiring Agent shall select a successor Agent provided such successor is aLender hereunder or a commercial bank organized under the laws of Canada or theUnited States of America or****any State thereof and has a combined capitaland surplus of at least US$500.0 million or the Equivalent Amount of any suchcapital and surplus denominated in any other 

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currency.  Upon the acceptance of any appointment as an Agent hereunder by asuccessor, such successor Agent shall thereupon succeed to and become vestedwith all the rights, powers, privileges and duties of the retiring Agent, andthe retiring Agent shall be discharged from its duties and obligations as suchAgent, as appropriate, under this Agreement and the other Credit Documents, andthe provisions of this Article 10 shall inure to its benefit as to any actionstaken or omitted to be taken by it while it was an Agent under this Agreement.

**ARTICLE 11MISCELLANEOUS**

**11.1         Notices. **
Except as otherwise expressly provided herein, all notices andother communications shall have been duly given and shall be effective (a) whendelivered prior to 4:00 p.m. (local time of the intended recipient) on anyBusiness Day, or on the next succeeding Business Day if after such time,(b) when transmitted via telecopy (or other facsimile device) prior to 4:00 p.m.(local time of the intended recipient) on any Business Day, or on the nextsucceeding Business Day if after such time, (c) the second Business Dayfollowing the day on which the same has been delivered prepaid to a reputablenational overnight air courier service and (d) the fifth Business Day followingthe day on which the same is sent by certified or registered mail, postageprepaid, in each case to the respective parties at the address or telecopynumbers set forth on **Schedule 11.1(a)**, or at such other address as suchparty may specify by notice to the other parties hereto given in accordance withthe provisions of this Section 11.1.

**11.2         Right of Set-off. **
In addition to any rights now or hereafter granted underapplicable law or otherwise, and not by way of limitation of any such rights, ineach case to the maximum extent permitted by law, upon the occurrence of anEvent of Default and the commencement of remedies described in Section 9.2, eachLender and each participant of any Lender is authorized at any time and fromtime to time, without presentment, demand, protest or other notice of any kindto the Obligors or any of them (all of which rights being hereby expresslywaived by the Obligors and each of them) to set off and to appropriate and applyany and all deposits (general or special) and any other Indebtedness at any timeheld or owing by each Lender (including branches, agencies or Affiliates of eachLender wherever located) to or for the credit or the account of any Obligoragainst any Indebtedness of such Obligor to the Lender hereunder, under theNotes, the other Credit Documents or otherwise, irrespective of whether anyAgent or any Lender shall have made any demand hereunder and although suchobligations, liabilities or claims, or any of them, may be contingent orunmatured.  The Obligors hereby agree that any Person purchasing a participationin the Loans and Commitments hereunder pursuant to Section 11.3(c) or 3.13 mayexercise all rights of set-off with respect to its participation interest asfully as if such Person were a Lender hereunder.

**11.3         Benefit of Agreement; Assignments and Participations. **
(a)

Generally.  This Agreement shall bebinding upon and inure to the benefit of and be enforceable by the respectivesuccessors and assigns of the parties hereto; provided that (i) none ofthe Borrowers may assign and transfer any of its interests (except as permittedherein) without the prior written consent of all of the Lenders, and (ii) therights of any Lender to transfer, assign or grant participations in its rightsand/or obligations hereunder shall be limited as set forth below in thisSection 11.3.  Notwithstanding any other provision set forth in this Agreement,nothing herein shall restrict, prevent or prohibit any Lender from:

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                     (i)

creating security interests in any Loan or Note held by it,including any pledge or assignment by a Lender of such Loan or Note to anytrustee, lender or agent for such Lenders or to any Federal Reserve Bank or theBank of Canada or Canada Deposit Insurance Corporation in accordance withapplicable law, in support of borrowings made by such Lender from, or securitiesissues by such Leader to, such entity; provided that (x) no such securityinterest shall release such Lender from any of its obligations hereunder and(y) any transfer to any Person upon the enforcement of such security interestshall be subject to the provisions of this Section 11.3 concerning assignmentsand shall be void and of no force or effect unless in compliance with suchprovisions, or

(ii)

granting assignments or participations in such Lender's Loansand/or Commitments hereunder to any Affiliate of such Lender or to any existingLender or Affiliate thereof; provided that consent from the CanadianBorrower shall be required for assignments to another Lender or Lender Affiliateif such assignment would by virtue of such assignment subject any Obligor toadditional costs or liability under Section 3.15, 3.16, 3.17 (except during thecontinuance of an Event of Default) or 3.19 that such Obligor would not have hadto the Lender effecting such assignment (based on applicable law on the date ofsuch assignment), which consent shall not be unreasonably withheld or delayed(it being agreed that it shall not be unreasonable for the Canadian Borrower towithhold such consent if the Relevant Borrower would by virtue of suchassignment be subject to any additional cost or liability under Section 3.15,3.16, 3.17 (except during the continuance of an Event of Default) or 3.19 tosuch assignee that such Borrower would not have had to the Lender effecting suchassignment (based on applicable law on the date of such assignment) in respectof Indemnified Taxes imposed by the United States with respect to the U.S.Revolving Facility or imposed by Canada with the respect to the CanadianRevolving Facility, but not in respect of any other Indemnified Taxes).

(b)

Assignments.  Each Lender may assign(which may be non-pro rata among Loans and Commitments) to any EligiblePerson any of its Loans, its Notes, its L/C Interests and its Commitments (butonly with the consent (which consent shall not be unreasonably withheld, delayedor conditioned, it being agreed that it shall not be unreasonable for theCanadian Borrower to withhold such consent to an assignment if any Obligor wouldby virtue of such assignment be subject to any additional cost or liabilityunder Section 3.15, 3.16, 3.17 (except during the continuance of an Event ofDefault) or 3.19 to such assignee that such Borrower would not have had to theLender effecting such assignment (based on applicable law on the date of suchassignment) in respect of Indemnified Taxes imposed by the United States withrespect to the U.S. Revolving Facility or imposed by Canada with the respect tothe Canadian Revolving Facility, but not in respect of any other IndemnifiedTaxes) of the Canadian Borrower and the Administrative Agent); provided,however, that

(i)

except as provided in Section 11.3(a)(ii), no consent of theCanadian Borrower shall be required in the case of any assignment to anotherLender or any Lender's Affiliate (in which case the assignee and assignorLenders shall give written notice of the assignment to the Global TransactionCoordinator and the Administrative Agent);

(ii)

no consent of the Canadian Borrower shall be required if anyEvent of Default shall have occurred and be continuing or if the AdministrativeAgent, in consultation with the Canadian Borrower, determines that suchassignment is necessary to achieve a successful syndication; and

(iii)

each assignment, other than to a Lender or any Lender's Affiliateand other than any assignment effected by the Administrative Agent or any of itsAffiliates in connection with the syndication of the Commitments and/or Loans orotherwise, shall be in an aggregate amount 

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  of at least US$2.0 million in the case of the New Term Facility or the U.S.  Revolving Facility and US$5.0 million in the case of the Canadian Revolving  Facility (in each case, unless the assignor's Loans and Commitments are  reduced to zero or unless the Canadian Borrower and the Administrative Agent  otherwise consent).

Any assignment of a Loan shall be effective only upon appropriateentries with respect thereto being made in the Register (and each Note shallexpressly so provide).  Any assignment or transfer of a Loan shall be registeredon the Register only upon surrender for registration of assignment or transferof the Note evidencing such Loan (if a Note was issued in respect thereof),accompanied by an Assignment Agreement, and upon consent thereto by the CanadianBorrower and the Administrative Agent to the extent required above, one or morenew Notes (if requested by the assignee Lender) in the same aggregate principalamount shall be issued to the designated assignee (or its nominee) and any oldNotes shall be returned by Administrative Agent to the Canadian Borrower marked''cancelled.''  Upon execution and delivery by the assignee to the CanadianBorrower and the Administrative Agent of an Assignment Agreement, and uponconsent thereto by the Canadian Borrower and the Administrative Agent to theextent required above and, in the case of a Loan, upon appropriate entries beingmade in the Register the assignee shall have, to the extent of such assignment(unless otherwise provided in such assignment with the consent of AdministrativeAgent), the obligations, rights and benefits of a Lender hereunder holding theCommitments, Loans (or portions thereof) and L/C Interests assigned to it (inaddition to the Commitments, Loans and L/C Interests, if any, theretofore heldby such assignee) and the assigning Lender shall, to the extent of suchassignment, be released from the Commitments, Loans (or portion(s) thereof) andL/C Interests so assigned.  Upon any such assignment (other than during theinitial syndication (as determined by the Global Transaction Coordinator and theAdministrative Agent) or to a Lender or any Affiliate of a Lender) the assigneeLender shall pay a fee of US$3,500 to Administrative Agent.  Upon any suchassignment, certain rights and obligations of the assigning Lender shall surviveas set forth in Section 11.10.  Each assignment shall be made pursuant to anAssignment Agreement.

(c)

A Lender may sell or agree to sell to one or more other Persons aparticipation in all or any part of any Commitments, Loans and L/C Interestsheld by it, in which event each purchaser of a participation (a ''**Participant**'')shall be entitled to the rights and benefits of the provisions of Article 3 (andthe Lender shall not be entitled to such rights and benefits in regard to suchparticipation) (provided, however, that (a) such Lender shallremain solely responsible to the other parties hereto for the performance ofsuch Lender's obligations under this Agreement, which shall remain unchanged and(b) no Participant shall be entitled to receive any greater amount pursuant toArticle 3 than the transferor Lender would have been entitled to receive inrespect of the participation effected by such transferor Lender had noparticipation occurred (i) unless the sale of the participation to suchParticipant is made with the Relevant Borrower's prior written consent (whichshall not be unreasonably withheld, it being agreed that it shall not beunreasonable for the Relevant Borrower to withhold consent if any Obligor wouldby virtue of such Participations be subject to any additional cost or liabilityunder Section 3.15, 3.16, 3.17 (except during the continuance of an Event ofDefault) or 3.19 to such Participant that such Borrower would not have had tothe Lender effecting such participation (based on applicable law on the date ofsuch participation) in respect of Indemnified Taxes imposed by the United Stateswith respect to the U.S. Revolving Facility or imposed by Canada with therespect to the Canadian Revolving Facility, but not in respect of any otherIndemnified Taxes)) or (ii) except to the extent such entitlement to a greaterpayment results from the adoption or a change of any law, rule or regulation orin the interpretation or application thereof by any Governmental Authority aftersuch Participant became a Participant but to no greater extent than suchadoption or change affects the Lender) with respect to its participation in suchCommitments, Loans and L/C Interests as if such Participant were a ''Lender'' forpurposes of Article 3, but, except as otherwise provided in Section 3.13, shallnot have any other rights or benefits under any Credit Document (theParticipant's rights against such Lender in respect of such participation to bethose set forth in the agreements executed by such Lender in favor of theParticipant).  All amounts payable by the Borrowers to any 

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Lender under Article 2 in respect of its Commitments, Loans and L/C Interestsshall be no greater than the amount that would have applied if such Lender hadnot sold or agreed to sell any participation in such Commitments, Loans and L/CInterests, and as if such Lender were funding each of such Commitments, Loan andL/C Interests in the same way that it is funding the portion of suchCommitments, Loan and L/C Interests in which no participations have been sold. In no event shall a Lender that sells a participation agree with theParticipant to take or refrain from taking any action hereunder or under anyother Credit Document, except that such Lender may agree with the Participantthat it will not, without the consent of the Participant, agree to anymodification or amendment set forth in subclause (a), (b) or (c) of the provisoto Section 11.6 to the extent such Lender's consent is required therefor. Notwithstanding the foregoing, except in the case of an Event of Default whichis continuing, no transfer, assignment or granting of participation in theCanadian Revolving Facility will be made to a Person other than a CanadianResident.

(d)

In addition to the assignments and participations permitted underthe foregoing provisions of this Section 11.3, any Lender may assign and pledgeall or any portion of its Loans and its Notes to any United States FederalReserve Bank as collateral security pursuant to Regulation A of the Board ofGovernors of the Federal Reserve System and any Operating Circular issued bysuch Federal Reserve Bank and, in the case of a Lender that is a fund thatinvests in bank loans, any such Lender may assign or pledge all or any portionof its Loans and its Notes to any holders of obligations owed, or securitiesissued, by such fund, as security for such obligations or securities, or to anytrustee for, or any other representative of, such holders, without notice to orconsent of the Relevant Borrowers and Lead Arrangers.  Any transfer as a resultof the foreclosure on such pledge shall be subject to Section 11.3(b).  No suchassignment shall release the assigning Lender from its obligations hereunder.

(e)

A Lender may furnish any information concerning any Company orany of its Affiliates in the possession of such Lender from time to time toassignees and participants and to prospective assignees and participantssubject, however, to the provisions of Section 11.18.  In addition, each Agentmay furnish any information concerning any Company or any of its Affiliates insuch Agent's possession to any Affiliate of such Agent, subject, however, to theprovisions of Section 11.18.  The Obligors shall assist any Lender ineffectuating any assignment or participation pursuant to this Section 11.3(including during syndication) in whatever manner such Lender reasonably deemsnecessary, including participation in meetings with prospective transferees.

(f)

Each Person that is or becomes a Lender, Administrative Agent orIssuing Lender in respect of the Canadian Revolving Facility shall (i) promptlynotify the Canadian Borrower and the Administrative Agent whether  or not it isa Canadian Resident and, if it is a Canadian Resident, shall deliver to theCanadian Borrower and the Administrative Agent such certificates, forms,documents or other evidence as may be applicable and determined by the CanadianBorrower, acting reasonably, to be reasonably satisfactory to establish thatsuch Person is a Canadian Resident and (ii) if it becomes a Person other than aCanadian Resident promptly notify the Canadian Borrower in writing that it isnot a Canadian Resident.

**11.4         No Waiver; Remedies Cumulative. **
No failure or delay on the part of any Agent or any Lender inexercising any right, power or privilege hereunder or under any other CreditDocument and no course of dealing between any Obligor and any Agent or anyLender shall operate as a waiver thereof; nor shall any single or partialexercise of any right, power or privilege hereunder or under any other CreditDocument preclude any other or further exercise thereof or the exercise of anyother right, power or privilege hereunder or thereunder.  The rights andremedies herein are cumulative and not exclusive of any other rights or remedieswhich any Agent or any Lender would otherwise have.  No notice to or demand onany Obligor in any case shall entitle any Obligor to any other or further noticeor demand in similar or other circumstances or constitute a waiver 

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of the rights of any Agent or any Lender to any other or further action in anycircumstances without notice or demand.

**11.5        Payment of Expenses; Indemnification.**

(a)

The Obligors, jointly and severally, agree to pay or reimburseupon demand:

(i)

each Agent for all reasonable out-of-pocket costs and expenses(including the reasonable fees and expenses of Lead Arrangers' Counsel or othercounsel to Agents selected by Agents (and all local counsel deemed necessary byAgents)) in connection with (A) any action, suit or other proceeding affectingthe Collateral or any part thereof commenced, in which action, suit orproceeding the Administrative Agent is made a party or participates or in whichthe right to use the Collateral or any part thereof is threatened, or in whichit becomes necessary in the reasonable judgment of the Administrative Agent todefend or uphold the Liens granted by the Security Documents (including, withoutlimitation, any action, suit or proceeding to establish or uphold the complianceof the Collateral with any Requirements of Law), (B) the negotiation,preparation, execution, delivery, administration and interpretation of theCredit Documents and the extension and syndication of credit hereunder, (C) thenegotiation or preparation of any modification, supplement or waiver of any ofthe terms of any Credit Document (whether or not consummated or effective),(D) the syndication of the Loans and Commitments, and (E) the administration ofthe Credit Documents (including in each case in connection with the protest bythe Obligors of the payment of the Georgia Recording Tax paid upon recordationof that certain Amendment to Deed to Secure Debt dated the Amendment EffectiveDate in Clayton County, State of Georgia);

(ii)

each Creditor for all reasonable out-of-pocket costs and expensesof such Creditor (including the reasonable fees and out-of-pocket costs andexpenses of legal counsel) in connection with (A) any enforcement or collectionproceedings resulting from any Default, including all manner of participation inor other involvement with (x) bankruptcy, insolvency, receivership, foreclosure,winding-up or liquidation proceedings, (y) judicial or regulatory proceedingsand (z) workout, restructuring or other negotiations or proceedings (whether ornot the workout, restructuring or transaction contemplated thereby isconsummated), (B) the enforcement of this Section 11.5 and (C) any documentarytaxes; and

(iii)

the Administrative Agent for all reasonable costs, out-of-pocketexpenses, taxes, assessments and other charges (including reasonable fees andout-of-pocket expenses of counsel) incurred in connection with (A) any filing,registration, recording or perfection of any security interest contemplated byany Credit Document or any other document referred to therein, (B) anyprotective advances made by the Administrative Agent under any Mortgage or anyother Security Document and (C) the administration of the Credit Facilities(including in each case in connection with the protest by the Obligors of thepayment of the Georgia Recording Tax paid upon recordation of that certainAmendment to Deed to Secure Debt dated the Amendment Effective Date in ClaytonCounty, State of Georgia).

(b)

The Obligors, jointly and severally, hereby agree to indemnifyeach Creditor and its Affiliates and their respective directors, trustees,officers, employees and agents (each, an ''**Indemnitee**'') from, and holdeach of them harmless against, and agree that no Indemnitee will have anyliability for, any and all Losses incurred by any of them (including any and allLosses incurred by any Agent or any Issuing Lender to any Lender, whether or notany Creditor is a party thereto) directly or indirectly arising out of or byreason of or relating to the negotiation, execution, delivery, performance,administration or enforcement of any Credit Document, any of the transactionscontemplated by the Credit Documents  

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(including the Transactions), any breach byany Company of any representation, warranty, covenant or other agreementcontained in any Credit Document in connection with any of the Transactions, theuse or proposed use of any of the Loans or Letters of Credit, the issuance of orperformance under any Letter of Credit or the use of any collateral security forthe Loans (including the exercise by any Creditor of the rights and remedies orany power of attorney with respect thereto and any action or inaction in respectthereof), including all amounts payable by any Lender pursuant to Section 10.8,but excluding any such Losses to the extent determined by a court of competentjurisdiction in a final nonappealable judgment to have arisen from the grossnegligence, bad faith or willful misconduct of the Indemnitee.

Without limiting the generality of the foregoing, the Obligors,jointly and severally, will indemnify each Creditor and each other Indemniteefrom, and hold each Creditor and each other Indemnitee harmless against, anyLosses described in the preceding sentence arising under any Environmental Lawas a result of (i) the past, present or future operations of any Company (or anypredecessor in interest to any Company), (ii) the past, present or futurecondition of any site or facility, including the Real Property, owned, operated,leased or used at any time by any Company (or any such predecessor in interest),or (iii) any Release or threatened Release of any Hazardous Materials at, on,under or from any such site or facility, including the Real Property, includingany such Release or threatened Release that shall occur during any period whenany Creditor shall be in possession of any such site or facility, including theReal Property, following the exercise by such Creditor of any of its rights andremedies hereunder or under any of the Security Documents; provided, however, that the indemnity hereunder shall be subject to the exclusionsfrom indemnification set forth in the preceding sentence.

(c)

To the extent that the undertaking to indemnify and hold harmlessset forth in this Section 11.5 or any other provision of any Credit Documentproviding for indemnification is unenforceable because it is violative of anylaw or public policy or otherwise, the Obligors, jointly and severally, shallcontribute the maximum portion that each of them is permitted to pay and satisfyunder applicable law to the payment and satisfaction of all indemnifiedliabilities incurred by any of the Persons indemnified hereunder.

(d)

The Obligors also agree that no Indemnitee shall have anyliability (whether direct or indirect, in contract or tort or otherwise) for anyLosses to any Obligor or any Obligor's security holders or creditors resultingfrom, arising out of, in any way related to or by reason of any matter referredto in any indemnification or expense reimbursement provisions set forth in anyCredit Document, except to the extent that any Loss is determined by a court ofcompetent jurisdiction in a final nonappealable judgment to have resulted fromthe gross negligence, bad faith or willful misconduct of such Indemnitee.

(e)

The Obligors agree that, without the prior written consent of theAdministrative Agent, Co-Syndication Agents and the Majority Lenders (whichconsent shall not be unreasonably withheld, delayed or conditioned) no Obligorwill settle, compromise or consent to the entry of any judgment in any pendingor threatened Proceeding in respect of which indemnification is reasonablylikely to be sought under the indemnification provisions of this Section 11.5(whether or not any Indemnitee is an actual or potential party to suchProceeding), unless such settlement, compromise or consent includes anunconditional written release of each Indemnitee from all liability arising outof such Proceeding and does not include any statement as to an admission offault, culpability or failure to act by or on behalf of any Indemnitee and doesnot involve any payment of money or other value by any Indemnitee or anyinjunctive relief or factual findings or stipulations binding on any Indemnitee.

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**11.6        Amendments; Waivers and Consents.**

Neither this Agreement nor any of the other Credit Documents norany of the terms hereof or thereof may be amended, changed, waived, dischargedor terminated unless such amendment, change, waiver, discharge or termination isin writing and signed by the Majority Lenders and the Obligors and acknowledgedby the Administrative Agent; provided that no such amendment, change,waiver, discharge or termination shall without the written consent of eachLender affected thereby:

(a)

extend the final maturity of any Loan or any portion thereof oramend the date of any scheduled repayment;

(b)

reduce the rate or extend the time of payment of interest (otherthan as a result of waiving the applicability of any post-default increase ininterest rates) thereon or fees hereunder;

(c)

reduce or waive the principal amount of any Loan;

(d)

increase the Commitment of any Lender over the amount thereofthen in effect (it being understood and agreed that a waiver of any Default orEvent of Default or a modification of any of the defined terms contained thereinshall not constitute a change in the terms of any Commitment of any Lender);

(e)

release any Obligor from any obligation under any of the CreditDocuments, except for releases of security from time to time in connection withdispositions by the Obligors as permitted or contemplated by this Agreement;

(f)

amend, modify or waive any provision of Section 11.2 or 11.5 orthis Section 11.6;

(g)

reduce any percentage specified in, or otherwise modify, thedefinition of Majority Lenders;

(h)

consent to the assignment or transfer by any Borrower of any ofits rights and obligations under or in respect of any Credit Document; or 

(i)

expressly amend, modify, supplement or waive any conditionprecedent in Section 4.3B to any Loans under the Revolving Facilities withoutthe written consent of Relevant Lenders having Loans, L/C Obligations and unusedCommitments under the Revolving Facilities holding at least a majority of thesum of all Loans outstanding, L/C Obligations and unused Commitment under theRevolving Facilities at such time;

provided, further, that noamendment, change, waiver, discharge or termination of Section 3.1, 3.7, 3.8,3.11 or 3.12 that by its terms adversely affects the rights in respect ofpayments due to Lenders holding Loans of one Class differently from the rightsof Lenders holding Loans of any other Class shall be effective without the priorwritten consent of Lenders holding a majority in interest of the outstandingLoans and unused Commitments of each adversely affected Class.

Notwithstanding the fact that the consent of all the Lenders isrequired in certain circumstances as set forth above, (i) each Lender shall beentitled to vote as such Lender sees fit on any reorganization plan that affectsthe Loans, and each Lender acknowledges that the provisions of Section 1126(c)of the U.S. Bankruptcy Code and analogous provisions, if any, of otherApplicable Insolvency Law supersede the unanimous consent provisions set forthherein and (ii) the Majority Lenders 

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may consent to allow an Obligor to use cash collateral in the context of abankruptcy or insolvency proceeding.

**11.7        Counterparts.**

This Agreement may be executed in any number of counterparts,each of which when so executed and delivered shall be an original, but all ofwhich shall constitute one and the same instrument.  It shall not be necessaryin making proof of this Agreement to produce or account for more than one suchcounterpart.  Delivery of an executed counterpart of this Agreement bytelefacsimile shall be equally as effective as delivery of an original executedcounterpart of this Agreement.  Any party delivering an executed counterpart ofthis Agreement by telecopy also shall deliver an original executed counterpartof this Agreement but the failure to deliver an original executed counterpartshall not affect the validity, enforceability and binding effect of thisAgreement.  The foregoing shall apply to each other Credit Document mutatismutandis.

**11.8        Headings.**

The headings of the Sections and subsections hereof are providedfor convenience only and shall not in any way affect the meaning or constructionof any provision of this Agreement.

**11.9        Defaulting Lender.**

Each Lender understands and agrees that if such Lender is aDefaulting Lender, then notwithstanding the other provisions of this Agreement,including Section 11.6, it shall not be entitled to vote on any matter requiringthe consent of the Majority Lenders or to object to any matter requiring theconsent of all Lenders; provided, however, that all other benefitsand obligations under the Credit Documents shall apply to such DefaultingLender.

**11.10        Survival of Indemnification, Representations and Warrantiesand Agent Fee Letter.**

All indemnities set forth herein and all representations andwarranties made in any Credit Document shall survive the execution and deliveryof this Agreement, the making of the Loans and the repayment of the Loans andother Obligations hereunder and termination of the Commitments hereunder. Paragraph 10 of the Agent Fee Letter shall survive the execution and deliveryof this Agreement and the making of the Loans hereunder.

**11.11        Judgment Currency.**

If, for the purposes of obtaining judgment in any court in anyjurisdiction with respect to this Agreement or any other Credit Document, itbecomes necessary to convert into the currency of such jurisdiction (hereincalled the ''**Judgment Currency**'') any amount due in any currency (the ''**PaymentCurrency**'') other than the Judgment Currency, then the amount of the PaymentCurrency as so converted shall be the Equivalent Amount expressed in theJudgment Currency, calculated as at the Business Day immediately before the dayon which judgment is given.  In the event that such Equivalent Amount as socalculated is different from the such Equivalent Amount calculated as at thedate of payment of the amount due, the Relevant Borrower shall, on the date ofpayment, pay such additional or lesser amounts (if any) as may be necessary toensure that the amount paid on such date is the amount in the Judgment Currencywhich is the Equivalent Amount, expressed in the Payment Currency calculated asat the date of payment, of the amount then due under this Agreement in thePayment Currency.  Any additional amount due from the Borrowers under thisprovision shall be due as a separate debt and shall not be affected by judgmentbeing obtained for any other sums due under or in respect of this Agreement.

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**11.12        Governing Law; Jurisdiction.**

(a)

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESHEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITHTHE LAWS OF THE STATE OF NEW YORK.  Any legal action or proceeding with respectto this Agreement or any other Credit Document to which it is a party may bebrought in the courts of the State of New York or any Federal courts sittingtherein and, by execution and delivery of this Agreement, each Borrower herebyirrevocably attorns for itself and in respect of its property, generally andunconditionally, the jurisdiction of such courts.  Each Borrower furtherirrevocably consents to the service of process out of any of the aforementionedcourts in any such action or proceeding by the mailing of copies thereof byregistered or certified mail, postage prepaid, to it at its address for noticepursuant to Section 11.1, such service to become effective 15 days after suchmailing.  Nothing herein shall affect the right of any Agent or any Lender toserve process in any other manner permitted by law or to commence legalproceedings or to otherwise proceed against any Borrower in any otherjurisdiction.  Each Borrower agrees that a final judgment in any action orproceeding shall be conclusive and may be enforced in any other jurisdiction bysuit on the judgment or in any other manner provided by law; providedthat nothing in this Section 11.12(a) is intended to impair any Borrower's rightunder applicable law to appeal or seek a stay of any judgment.

(b)

Each Borrower hereby irrevocably waives any objection which itmay now or hereafter have to the laying of venue of any of the aforesaid actionsor proceedings arising out of or in connection with this Agreement or any otherCredit Document to which it is a party brought in the courts referred to inSection 11.12(a) and hereby further irrevocably waives and agrees not to pleador claim in any such court that any such action or proceeding brought in anysuch court has been brought in an inconvenient forum.

**11.13        Waiver of Jury Trial.**

EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES,TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANYACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT,ANY OF THE OTHER CREDIT DOCUMENTS TO WHICH IT IS A PARTY OR ANY OF THETRANSACTIONS CONTEMPLATED HEREBY.

**11.14        Severability.**

If any provision of any of the Credit Documents is determined tobe illegal, invalid or unenforceable, such provision shall be fully severableand the remaining provisions shall remain in full force and effect and shall beconstrued without giving effect to the illegal, invalid or unenforceableprovisions.

**11.15        Entirety.**

This Agreement together with the other Credit Documents representthe entire agreement of the parties hereto and thereto, and supersede all prioragreements and understandings, oral or written, if any, or correspondencerelating to any of the Credit Documents or the transactions contemplated hereinand therein.

**11.16        Binding Effect.**

This Agreement shall be binding upon and inure to the benefit ofthe Borrowers, the Agents, the Lenders, and each of them and their respectivesuccessors and permitted assigns.

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**11.17        Credit Documents.**

The Obligations are secured by the Security Documents and areintended by the parties hereto to be senior in right of payment to all otherIndebtedness of the Obligors except to the extent expressly contemplated hereby. All references to this Agreement or to any other Credit Document whether hereinor in any other Credit Document shall refer to this Agreement or such otherCredit Document as the same may be amended, restated, supplemented or otherwisemodified from time to time.

**11.18        Confidentiality.**

(a)

Each Creditor agrees that it shall, and shall cause itsrepresentatives to, keep confidential any non-public information from time totime supplied or otherwise made available to it under any Credit Document usingat least the same degree of care as it employs in keeping confidential its ownnon-public information, but in no event less than a reasonable degree of care;provided, however, that nothing herein shall prevent thedisclosure of any such information to the extent disclosure is required by anyRequirement of Law, or to any (a) counsel for any Creditor or to theirrespective accountants, (b) bank examiners, auditors or quasi-regulatoryauthorities, (c) Affiliate of any Creditor, (d) Creditor, (e)  assignee,transferee or participant, or any potential assignee, transferee or participantof all or any portion of any Creditor's rights under this Agreement who isnotified of the confidential nature of the information and agrees to be bound bythe provisions of this Section 11.18, (f) direct and indirect contractualcounterparty in Hedging Agreements or swap agreements or such contractualcounterparty's professional advisor (so long as the contractual counterparty orprofessional advisor to such contractual counterparty agrees to be bound by theprovisions of this Section 11.18), (g) rating agency on a confidential basis inconnection with the rating of any indebtedness or other obligation of a Lender(but not any Borrower) or (h)  other Person to the extent required  inconnection with any litigation to which any one or more Creditors is a party; provided that in the event that any Creditor or representative of suchCreditor is required to disclose such information pursuant to this clause (h),the applicable Creditor or Creditors shall, to the extent practicable, providethe Canadian Borrower with prompt written notice of such requirement so that theCanadian Borrower may, at its expense, seek a protective order or otherappropriate remedy and in any such case, the applicable Creditor or Creditors,or their representatives, shall furnish only that portion of the informationwhich, in the opinion of their counsel, is legally required and shall exercisereasonable efforts to obtain reliable assurance that confidential treatment willbe accorded such information.  No Creditor shall have any obligation under thisSection 11.18 to the extent that any such information becomes available on anon-confidential basis from a source other than a party hereto or that anyinformation becomes publicly available other than, in each case, as a result ofdisclosures by such Creditor or its representative a breach of thisSection 11.18.

(b)

Notwithstanding anything contained in this Agreement or elsewhereto the contrary (and notwithstanding any other express or implied agreement orunderstanding regarding confidentiality), each party hereto and its employees,representatives and other agents are authorized to disclose to any and allpersons, without limitation of any kind, the tax treatment and tax structure ofthe transactions contemplated herein and all materials of any kind (includingopinions or other tax analyses) to the extent such materials relate to such taxtreatment and tax structure.  This authorization does not extend to disclosureof any other information, including (without limitation) (a) the identity ofparticipants or potential participants in the transactions, (b) the existence orstatus of any negotiations, (c) any pricing information or (d) any financial,business, legal or personal information of or regarding a participant orpotential participant (or any of their respective affiliates) that is notrelated to the tax treatment and tax structure of the transactions.

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**11.19        Effect of the Amendment and Restatement of the Original CreditAgreement; Waiver.**

(a)

On the Amendment Effective Date, the Original Credit Agreementshall be amended, restated and superseded in its entirety.  The parties heretoacknowledge and agree that (i) this Agreement  and the other Credit Documents,whether executed and delivered in connection herewith or otherwise, do notconstitute a novation, payment and reborrowing or termination of the''Obligations'' (as defined in the Original Credit Agreement) under the OriginalCredit Agreement as in effect prior to the Amendment Effective Date; (ii) such''Obligations'' are in all respects continuing (as amended and restated hereby)with only the terms thereof being modified as provided in this Agreement;(iii) upon the effectiveness of this Agreement all Extensions of Credit ofLenders outstanding under the Original Credit Agreement immediately before theeffectiveness of this Agreement will be converted into Extensions of Credit ofsuch Lenders hereunder on the terms and conditions set forth in this Agreement;provided, in furtherance thereof, that all outstanding Obligations of theOriginal U.S. Revolving Borrower in respect of Extensions of Credit to theOriginal U.S. Revolving Borrower will be converted into Obligations of the U.S.Revolving Borrower; and (iv) all Security Documents granted pursuant to theterms of the Original Credit Agreement are hereby expressly reserved by theparties and are intended to remain in full force and effect and to secure thepayment and performance of the Obligations.  

(b)

In addition, the Lenders waive, effective on the AmendmentEffective Date, any Default or Event of Default under any Credit Documentarising out of the following events  (i) the offer by the Canadian Borrower inFiscal Year 2005 and Fiscal Year 2006 to approximately 200 of its employees ofthe option to join an early retirement program; (ii) the change of the name ofthe entities set forth on Schedule 11.19(b), in each case without complying withthe notice and other requirements of the Security Documents, and (iii) theinvestment of approximately US$50.0 million in BRP Holdings (Hungary) AssetManagement Ltd. in connection with the repayment of amounts outstanding underthe U.S. Term Facility and the other transactions to be consummated on orimmediately prior to the Amendment Effective Date.  

**11.20        Patriot Act.** 

The Lenders hereby notify the Borrowers that pursuant to therequirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed intolaw October 26, 2001) (the "Patriot Act"), each Lender is required toobtain, verify and record information that identifies each Borrower, whichinformation includes the name, address, tax identification number and otherinformation regarding such Borrower that will allow such Lender to identify suchBorrower in accordance with the Patriot Act.  This notice is given in accordancewith the requirements of the Patriot Act and is effective as to each Lender.
**[Remainder of Page Intentionally Left Blank]**
 

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**                   IN WITNESS WHEREOF, eachof the parties hereto has caused a counterpart of this Agreement to be dulyexecuted and delivered as of the date first above written. **J.A. BOMBARDIER (J.A.B.)      INC.**,as Holdco and a Guarantor By:Name:Title: **BOMBARDIER RECREATIONAL      PRODUCTS****INC.**,as Canadian Borrower and      Guarantor By:Name:Title: **BRP US INC.**,as U.S. Revolving Borrower      and Guarantor By:Name:Title: **BRP HOLDINGS (USA) INC.,**as Guarantor By:Name:Title: **BRP HOLDING LP**,as Guarantor By:Name:Title:
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**BRP LLC**,as a Guarantor By:Name:Title: **BRP (BARBADOS) INC.**,as a Guarantor By:Name:Title: **BRP HOLDINGS (HUNGARY)      ASSET****MANAGEMENT LIMITED      LIABILITY****COMPANY**as a Guarantor By:Name:Title: **BRP NOVA SCOTIA ULC**,as a Guarantor By:Name:Title: **4186524 CANADA INC.**,as a Guarantor By:Name:Title:
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**4279174 CANADA INC.**,as a Guarantor By:Name:Title: **BRP (Luxembourg) 1 S.à r.l.**,as a Guarantor By:Name:Title: **BRP (Luxembourg) 2 S.à r.l.**,as a Guarantor By:Name:Title: **BRP (Luxembourg) 3 S.à r.l.**,as a Guarantor By:Name:Title: **BRP (Luxembourg) 4 S.à r.l.**,as a Guarantor By:Name:Title: **BRP (Luxembourg) 5 S.à r.l.**,as a Guarantor By:Name:Title:
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**AIRCRAFT ENGINE SERVICES (AES)      INC.,**as a Guarantor   By:Name:Title:   **BRP AUSTRALIA PTY LTD.,**as a Guarantor   By:Name:Title:   **BRP JAPAN LTD.,**as a Guarantor   By:Name:Title:   **BRP MEXICO S.A. DE C.V.,**as a Guarantor   By:Name:Title:
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  **MERRILL LYNCH & CO.**,**MERRILL LYNCH, PIERCE, FENNER & SMITH****INCORPORATED,**as Global Transaction Coordinator, as Joint BookRunner and Joint Lead Arranger of the New Term Facilityand as Co-Syndication Agent By:      Name:Title: **ROYAL BANK OF CANADA**,as Canadian Transaction Coordinator and as Joint BookRunner and Joint Lead Arranger of the RevolvingFacilities By:      Name:Title: **UBS SECURITIES LLC**,as Joint Book Runner and Joint Lead Arranger of theNew Term Facility and as Co-Syndication Agent By:      Name:Title: By:      Name:Title: **BMO NESBITT BURNS INC.**,as Joint Book Runner and Joint Lead Arranger of theRevolving Facilities By:      Name:Title:
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**BANK OF MONTREAL**,as the Administrative Agent By:Name:Title:
 

 

 

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**MERRILL LYNCH CAPITAL      CORPORATION**,as a Lender By:Name:Title:
 

 

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**UBS LOAN FINANCE LLC**,as a Lender By:Name:Title: By:Name:Title:
 

 

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**BANK OF MONTREAL**,as a Lender By:Name:Title:
 

 

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**ROYAL BANK OF CANADA**,as a Lender By:Name:Title:
 

 

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**GENERAL ELECTRIC CAPITAL****CORPORATION**,as a Lender By:Name:Title:
 

 

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**CAISSE DE DÉPÔT ET      PLACEMENT DU****QUÉBEC**,as a Lender By:Name:Title: By:Name:Title:
 

 

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**GE CANADA FINANCE HOLDING      COMPANY**as a Lender By:Name:Title:
 

 

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**MERRILL LYNCH CAPITAL      CANADA INC.**as a Lender By:Name:Title:
 

 

 

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**ROYAL BANK OF      CANADA**as a Lender  By: Name:Suzanne KaicherTitle:Attorney - in -      Fact
 

 

 

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**UBS AG CANADA BRANCH**as a Lender By:Name:Title:
 

 

 

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**BANK OF MONTREAL, CHICAGO      BRANCH**as a Lender By:Name:Title:
 

 

 

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**UBS LOAN FINANCE, LLC**as a Lender By:Name:Title:
 

 

 

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**ROYAL BANK OF CANADA**as a Lender to Bombardier      Recreational Products Inc.as the Canadian borrower   By:Name:Title:
 

 

 

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**SCHEDULE 3.7(b)****Periodic      Repayments**  **Payment Date****New Term Facility**June 30, 20050.5%December 31, 20050.5%June 30, 20060.5%December 31, 20060.5%June 30, 20070.5%December 31, 20070.5%June 30, 20080.5%December 31, 20080.5%June 30, 20090.5%December 31, 20090.5%June 30, 20100.5%January 31, 201194.5%
 

 

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