<PAGE>

                                                                    EXHIBIT 10.2

                           FOURTH AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

                          Dated as of October 31, 2002

                                      among

                             GENESEE & WYOMING INC.,
                                 AS US BORROWER

                          QUEBEC GATINEAU RAILWAY INC.,
                              AS CANADIAN BORROWER

                                 THE GUARANTORS,

                         THE LENDING INSTITUTIONS LISTED
                             ON SCHEDULE II HERETO,
                                   AS LENDERS

                              FLEET NATIONAL BANK,
                             AS ADMINISTRATIVE AGENT

                                      with

                             FLEET SECURITIES, INC.
                                   AS ARRANGER

                                       and

                               JPMORGAN CHASE BANK
                        LASALLE BANK NATIONAL ASSOCIATION
                                 SOVEREIGN BANK
                             THE BANK OF NOVA SCOTIA
                       WACHOVIA BANK, NATIONAL ASSOCIATION

                              AS SYNDICATION AGENTS
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>  <C>                                                                                                <C>
1.   DEFINITIONS AND RULES OF INTERPRETATION.........................................................   1
        1.1.    Definitions..........................................................................   1
        1.2.    Rules of Interpretation..............................................................   24

2.   THE REVOLVING CREDIT FACILITY...................................................................   25
        2.1.    Commitment to Lend...................................................................   25
        2.2.    Commitment Fee.......................................................................   25
        2.3.    Reduction of Commitments.............................................................   26
        2.4.    The Revolving Credit Notes...........................................................   26
        2.5.    Interest on Revolving Credit Loans...................................................   26
        2.6.    Requests for Revolving Credit Loans..................................................   26
        2.7.    The Swingline........................................................................   31
                  2.7.1     Swing Line Loans.........................................................   31
                  2.7.2.    Request for Swingline Loans..............................................   27
                  2.7.3.    Borrowings to Repay Swingline Loans......................................   28
                  2.7.4.    Evidence of Swingline Loan Obligations...................................   28
                  2.7.5.    Interest on Swingline Loans..............................................   29
        2.8.    US Borrower's Conversion Options; Continuation of Loans..............................   29
                  2.8.1.    Conversion to Different Type of Revolving Credit Loan....................   29
                  2.8.2.    Continuation of Type of Revolving Credit Loan............................   29
                  2.8.3.    LIBOR Rate Loans.........................................................   30
        2.9.    Funds for Revolving Credit Loans.....................................................   30
                  2.9.1.    Funding Procedures.......................................................   30
                  2.9.2.    Advances by Administrative Agent.........................................   30

3.   THE CANADIAN TERM LOAN..........................................................................   31
        3.1.    Commitment to Lend...................................................................   31
        3.2.    Canadian Term Note...................................................................   31
        3.3.    Schedule of Installment Payments of Principal of Canadian Term Loan..................   31
        3.4.    Interest on Canadian Term Loan.......................................................   32
        3.5.    Notification by Canadian Borrower....................................................   32
        3.6.    Interest Periods.....................................................................   36

4.   MANDATORY PREPAYMENT OF LOANS...................................................................   32
        4.1.    Maturity of Loans....................................................................   32
        4.2.    Mandatory Payments of Loans..........................................................   33
                  4.2.1.    Mandatory Repayments of Loans............................................   33
                  4.2.2.    Mandatory Prepayments from Asset Sales and Dispositions..................   33
                  4.2.3.    Mandatory Prepayments from Equity Sales..................................   33
                  4.2.4.    Mandatory Prepayments from Debt Offerings................................   34
                  4.2.5.    Insurance Proceeds.......................................................   34
                  4.2.6.    Application of Repayments................................................   35
        4.3.    Optional Repayments of Loans.........................................................   35

5.   LETTERS OF CREDIT...............................................................................   36
        5.1.    Letter of Credit Commitments.........................................................   36
                  5.1.1.    Commitment to Issue Letters of Credit....................................   36
</TABLE>
<PAGE>
<TABLE>
<S>  <C>                                                                                                <C>
                  5.1.2.    Letter of Credit Applications............................................   36
                  5.1.3.    Terms of Letters of Credit...............................................   37
                  5.1.4.    Reimbursement Obligations of Lenders.....................................   37
                  5.1.5.    Participations of Lenders................................................   37
        5.2.    Reimbursement Obligation of the US Borrower..........................................   37
        5.3.    Letter of Credit Payments............................................................   38
        5.4.    Obligations Absolute.................................................................   38
        5.5.    Reliance by Issuer...................................................................   39
        5.6.    Letter of Credit Fee.................................................................   39

6.   CERTAIN GENERAL PROVISIONS......................................................................   39
        6.1.    Fees.................................................................................   39
        6.2.    Funds for Payments...................................................................   40
                  6.2.1.    Payments to Administrative Agent.........................................   40
                  6.2.2.    Currency Matters.........................................................   40
        6.3.    Computations.........................................................................   42
        6.4.    Inability to Determine LIBOR Rate....................................................   42
        6.5.    Illegality...........................................................................   43
        6.6.    Additional Costs, Etc................................................................   43
        6.7.    Capital Adequacy.....................................................................   44
        6.8.    Certificate..........................................................................   45
        6.9.    Indemnity............................................................................   45
        6.10.   Interest After Default...............................................................   45
        6.11.   Replacement of Lenders...............................................................   46
        6.12.   Taxes................................................................................   46
        6.13.   Interest Limitation..................................................................   48
        6.14.   Subordination Agreements of the Borrowers............................................   48

7.   GUARANTY AND COLLATERAL SECURITY................................................................   49
        7.1.    Guaranty.............................................................................   49
        7.2.    Guarantors Agreement to Pay Enforcement Costs, Etc...................................   49
        7.3.    Effectiveness; Enforcement...........................................................   50
        7.4.    Waivers..............................................................................   50
        7.5.    Expenses.............................................................................   50
        7.6.    Concerning Joint and Several Liability of the Guarantors.............................   51
        7.7.    Indemnity............................................................................   54
        7.8.    Security of Borrowers and Guarantors.................................................   54
                  7.8.1.    All Obligations..........................................................   54
                  7.8.2.    Canadian Obligations.....................................................   54
                  7.8.3.    Real Estate..............................................................   55

8.   REPRESENTATIONS AND WARRANTIES..................................................................   55
        8.1.    Corporate Authority..................................................................   55
                  8.1.1.    Incorporation; Good Standing.............................................   55
                  8.1.2.    Authorization............................................................   55
                  8.1.3.    Enforceability...........................................................   55
        8.2.    Governmental Approvals...............................................................   56
        8.3.    Title to Properties; Leases..........................................................   56
        8.4.    Financial Statements and Projections.................................................   56
                  8.4.1.    Financial Statements.....................................................   56
</TABLE>
<PAGE>
<TABLE>
<S>  <C>                                                                                                <C>
                  8.4.2.    Projections..............................................................   56
        8.5.    No Material Changes, Etc.; Solvency..................................................   57
                  8.5.1.    Changes..................................................................   57
                  8.5.2.    Solvency.................................................................   57
        8.6.    Franchises, Patents, Copyrights, Etc.................................................   57
        8.7.    Litigation...........................................................................   57
        8.8.    Compliance with Other Instruments, Laws, Etc.........................................   57
        8.9.    Tax Status...........................................................................   57
        8.10.   No Event of Default..................................................................   58
        8.11.   Holding Company and Investment Company Acts..........................................   58
        8.12.   Certain Transactions.................................................................   58
        8.13.   Employee Benefit Plans...............................................................   58
                  8.13.1.   In General...............................................................   58
                  8.13.2.   Guaranteed Pension Plans.................................................   58
                  8.13.3.   Multiemployer Plans......................................................   59
                  8.13.4.   Canadian Plans...........................................................   59
        8.14.   Use of Proceeds; Regulations U and X.................................................   59
        8.15.   Environmental Compliance.............................................................   60
        8.16.   Subsidiaries, Etc....................................................................   61
        8.17.   Capitalization.......................................................................   61
        8.18.   Fiscal Year..........................................................................   61
        8.19.   Operation of Railroads...............................................................   61
        8.20.   Disclosure...........................................................................   62
        8.21.   No Withholding.......................................................................   62

9.   AFFIRMATIVE COVENANTS OF THE BORROWERS..........................................................   62
        9.1.    Punctual Payment.....................................................................   62
        9.2.    Maintenance of Office................................................................   62
                  9.2.1.    US Borrower and US Guarantors............................................   62
                  9.2.2.    Canadian Borrower and Canadian Guarantors................................   63
        9.3.    Records and Accounts.................................................................   63
        9.4.    Financial Statements, Certificates and Information...................................   63
        9.5.    Notices..............................................................................   64
                  9.5.1.    Defaults.................................................................   64
                  9.5.2.    Environmental Events.....................................................   64
                  9.5.3.    Notice of Litigation and Judgments.......................................   65
                  9.5.4.    Notification of Derailments..............................................   65
        9.6.    Corporate Existence; Maintenance of Properties.......................................   65
        9.7.    Insurance............................................................................   66
        9.8.    Taxes................................................................................   66
        9.9.    Inspection of Properties and Books, Etc..............................................   66
                  9.9.1.    General..................................................................   66
                  9.9.2.    Communications with Accountants..........................................   66
        9.10.   Compliance with Laws, Contracts, Licenses, and Permits...............................   67
        9.11.   Employee Benefit Plans...............................................................   67
        9.12.   Use of Proceeds......................................................................   67
        9.13.   Further Assurances...................................................................   67
        9.14.   Additional Subsidiaries..............................................................   67

10.  CERTAIN NEGATIVE COVENANTS OF THE BORROWERS.....................................................   68
</TABLE>
<PAGE>
<TABLE>
<S>  <C>                                                                                                <C>
        10.1.   Restrictions on Indebtedness.........................................................   68
        10.2.   Restrictions on Liens................................................................   70
        10.3.   Restrictions on Investments..........................................................   71
        10.4.   Distributions and Restricted Payments................................................   74
        10.5.   Merger, Acquisitions and Disposition of Assets.......................................   75
                  10.5.1.   Mergers and Acquisitions.................................................   75
                  10.5.2.   Disposition of Assets....................................................   75
        10.6.   Sale and Leaseback...................................................................   75
        10.7.   Compliance with Environmental Laws...................................................   75
        10.8.   Employee Benefit Plans...............................................................   76
        10.9.   Business Activities..................................................................   76
        10.10.  Capitalization.......................................................................   77
        10.11.  Fiscal Year..........................................................................   77
        10.12.  Restrictions on Negative Pledges and Upstream Limitations............................   77
        10.13.  Transactions with Affiliates.........................................................   77

11.  FINANCIAL COVENANTS OF THE BORROWERS............................................................   78
        11.1.   Funded Debt to EBITDAR Ratio.........................................................   78
        11.2.   Interest Coverage....................................................................   78
        11.3.   Tangible Net Worth...................................................................   78
        11.4.   Capital Expenditures.................................................................   78

12.  CLOSING CONDITIONS..............................................................................   79
        12.1.   Loan Documents, etc..................................................................   79
        12.2.   Certified Copies of Charter Documents................................................   79
        12.3.   Corporate or Other Action............................................................   79
        12.4.   Incumbency Certificate...............................................................   79
        12.5.   Validity of Liens....................................................................   79
        12.6.   Perfection Certificates and Lien Search Results......................................   80
        12.7.   Certificates of Insurance............................................................   80
        12.8.   Opinion of Counsel...................................................................   80
        12.9.   Payment of Fees......................................................................   80
        12.10.  Disbursement Instruction.............................................................   80
        12.11.  Closing Certificate..................................................................   80
        12.12.  Closing Date Funded Debt to EBITDAR Ratio............................................   81
        12.13.  CSX Remaining Debt...................................................................   80

13.  CONDITIONS TO ALL BORROWINGS....................................................................   81
        13.1.   Representations True; No Event of Default............................................   81
        13.2.   Proceedings and Documents............................................................   81

14.  EVENTS OF DEFAULT; ACCELERATION; ETC............................................................   81
        14.1.   Events of Default and Acceleration...................................................   81
        14.2.   Termination of Commitments...........................................................   85
        14.3.   Remedies.............................................................................   85

15.  SETOFF..........................................................................................   85

16.  THE ADMINISTRATIVE AGENT........................................................................   86
</TABLE>
<PAGE>
<TABLE>
<S>  <C>                                                                                                <C>
        16.1.   Authorization........................................................................   86
        16.2.   Employees and Agents.................................................................   87
        16.3.   No Liability.........................................................................   87
        16.4.   No Representations...................................................................   87
                  16.4.1.   General..................................................................   87
                  16.4.2.   Closing Documentation, Etc...............................................   88
        16.5.   Payments.............................................................................   88
                  16.5.1.   Payments to Administrative Agent.........................................   88
                  16.5.2.   Distribution by Administrative Agent.....................................   88
                  16.5.3.   Delinquent Lenders.......................................................   88
        16.6.   Holders of Notes.....................................................................   89
        16.7.   Indemnity............................................................................   89
        16.8.   Administrative Agent as Lender.......................................................   89
        16.9.   Resignation..........................................................................   89
        16.10.  Notification of Defaults and Events of Default.......................................   90
        16.11.  Duties in the Case of Enforcement....................................................   90
        16.12.  Quebec Security......................................................................   90
        16.13.  Duties of Syndication Agents.........................................................   109

17.  EXPENSES........................................................................................   91

18.  INDEMNIFICATION.................................................................................   91

19.  SURVIVAL OF COVENANTS, ETC......................................................................   92

20.  SUCCESSORS AND ASSIGNS..........................................................................   92
        20.1.   General Conditions...................................................................   93
        20.2.   Assignments..........................................................................   93
        20.3.   Register.............................................................................   94
        20.4.   Participations.......................................................................   94
        20.5.   Payments to Participants.............................................................   94
        20.6.   Miscellaneous Assignment Provisions..................................................   94
        20.7.   Assignee or Participant Affiliated with the Borrowers................................   95
        20.8.   New Notes............................................................................   95
        20.9.   Special Purpose Funding Vehicle......................................................   96

21.  NOTICES, ETC....................................................................................   96

22.  GOVERNING LAW...................................................................................   97

23.  HEADINGS........................................................................................   98

24.  COUNTERPARTS....................................................................................   98

25.  ENTIRE AGREEMENT, ETC...........................................................................   98

26.  WAIVER OF JURY TRIAL, ETC.......................................................................   98
27.  CONSENTS, AMENDMENTS, WAIVERS, ETC..............................................................   99
        27.1.   Consents and Approvals...............................................................   120
        27.2.   Increase in Commitments or Addition of a New Term Loan...............................   120
</TABLE>
<PAGE>
<TABLE>
<S>  <C>                                                                                                <C>
28.  SEVERABILITY....................................................................................   101

29.  TRANSITIONAL ARRANGEMENTS.......................................................................   101
        29.1.   Prior Credit Agreement Superseded....................................................   101
        29.2.   Return and Cancellation of Prior Notes...............................................   101
        29.3.   Interest and Fees under Superseded Agreement.........................................   101

30.  DISTRIBUTION OF COLLATERAL PROCEEDS.............................................................   101

31.  Treatment of Certain Confidential Information...................................................   102
        31.1.   Confidentiality......................................................................   102
        31.2.   Prior Notification...................................................................   103
        31.3.   Other................................................................................   103
</TABLE>
<PAGE>
COPIES OF OMITTED EXHIBITS AND SCHEDULES WILL BE PROVIDED UPON WRITTEN REQUEST

                             EXHIBITS AND SCHEDULES

<TABLE>
<S>                          <C>
Exhibit A                    Form of Revolving Credit Note
Exhibit B                    Form of Canadian Term Note
Exhibit C-1                  Form of Revolving Credit Loan Request
Exhibit C-2                  Form of Swingline Loan Request
Exhibit C-3                  Form of Continuation Request
Exhibit D                    Form of Compliance Certificate
Exhibit E                    Form of Instrument of Adherence (Guaranty)
Exhibit F                    Form of Assignment and Acceptance

Schedule I                   Guarantors
Schedule II                  Lenders and Commitments
Schedule III                 Existing Letters of Credit
Schedule 8.3                 Titles to Properties; Leases
Schedule 8.7                 Litigation
Schedule 8.12                Certain Transactions
Schedule 8.13                ERISA
Schedule 8.15                Environmental Compliance
Schedule 8.16                Subsidiaries; Joint Ventures
Schedule 8.17                Capitalization
Schedule 8.19                Operating Locations
Schedule 9.7                 Insurance
Schedule 10.1                Existing Indebtedness
Schedule 10.2                Existing Liens
Schedule 10.3                Existing Investments
</TABLE>
<PAGE>
                           FOURTH AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

         This FOURTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN
AGREEMENT (this "Credit Agreement") is made as of October 31, 2002 by and among
(a) GENESEE & WYOMING INC., a Delaware corporation ("GWI" or the "US Borrower"),
(b) QUEBEC GATINEAU RAILWAY INC., a corporation constituted under the laws of
Quebec, Canada ("Quebec" or the "Canadian Borrower", collectively the US
Borrower and the Canadian Borrower, the "Borrowers"), (c) the Subsidiaries of
the US Borrower listed on Schedule I hereto and any other Person which may
become a guarantor of the Obligations in accordance with (Section)9.14 (the "US
Guarantors"), (d) GENESEE RAIL-ONE INC. ("GRO"), MIRABEL RAILWAY INC.
("Mirabel"), RAIL-ONE INC ("Rail-One"), HURON CENTRAL RAILWAY INC. and ST.
LAWRENCE & ATLANTIC RAILROAD (QUEBEC) INC. and any other Person which may become
a guarantor of the Canadian Obligations in accordance with (Section)9.14 (the
"Canadian Guarantors"), (e) FLEET NATIONAL BANK, a national banking association
and the other lending institutions listed on Schedule II hereto, (f) FLEET
NATIONAL BANK, as administrative agent for itself and such lending institutions
(acting in such capacity, the "Administrative Agent"), and (g) JPMORGAN CHASE
BANK, LASALLE BANK NATIONAL ASSOCIATION, SOVEREIGN BANK, THE BANK OF NOVA
SCOTIA, and WACHOVIA BANK, NATIONAL ASSOCIATION as syndication agents (the
"Syndication Agents").

         WHEREAS, pursuant to that certain Third Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of August 17, 1999 (as heretofore
amended, the "Prior Credit Agreement"), certain Lenders have made loans to the
US Borrower and the Canadian Borrower for the purposes described therein; and

         WHEREAS, GWI has requested that the Lenders and the Administrative
Agent amend and restate the Prior Credit Agreement in its entirety to, among
other things:

         (a)      increase the Total Commitment to $223,000,000;

         (b)      increase the Canadian Term Loan to the Canadian Dollar
Equivalent of $27,000,000;

         (c)      convert the loans and letters of credit under the Prior Credit
Agreement into Loans and Letters of Credit hereunder; and

         (d)      make certain other changes to the terms and provisions of the
Prior Credit Agreement.

         NOW THEREFORE, the Borrowers, the Guarantors, the Lenders and the
Administrative Agent hereby agree that, subject to (Section)29 hereof, the Prior
Credit Agreement (including all the schedules and exhibits thereto) is hereby
amended and restated in its entirety as set forth herein:

         1. DEFINITIONS AND RULES OF INTERPRETATION.

         1.1. DEFINITIONS. The following terms shall have the meanings set forth
in this (Section)1 or elsewhere in the provisions of this Credit Agreement
referred to below:
<PAGE>
                                       -2-

         Adjustment Date. Each April 1, June 1, September 1 and December 1 of
each calendar year.

         Administrative Agent. See preamble.

         Administrative Agent's Office. The Administrative Agent's office
located at 100 Federal Street, Boston, Massachusetts 02110, or at such other
location as the Administrative Agent may designate from time to time.

         Administrative Agent's Special Counsel. Bingham McCutchen LLP or such
other counsel as may be approved by the Administrative Agent.

         Administrative Questionnaire. An Administrative Questionnaire in a form
supplied by the Administrative Agent.

         Affected Lender. See (Section)6.11.

         Affiliate. Any Person that would be considered to be an affiliate of
another Person under Rule 144(a) of the Rules and Regulations of the Securities
and Exchange Commission, as in effect on the date hereof, if such other Person
were issuing securities.

         Agents. Collectively, the Administrative Agent and the Syndication
Agents.

         Agent's Fees. See (Section)6.1(a).

         Applicable Margin. For each period commencing on an Adjustment Date
through the date immediately preceding the next Adjustment Date (each a "Rate
Adjustment Period"), the Applicable Margin shall be the applicable margin set
forth below with respect to the Funded Debt to EBITDAR Ratio, as determined for
the fiscal period of the Borrowers and their Restricted Subsidiaries ending
immediately prior to the applicable Rate Adjustment Period (except for any Rate
Adjustment Period beginning on April 1 of any calendar year for which the
Applicable Margin will be determined by reference to the Funded Debt to EBITDAR
Ratio for the fiscal period ending on the immediately preceding December 31).

<TABLE>
<CAPTION>
              Funded Debt to        Base Rate         LIBOR         Letter of         Commitment
                 EBITDAR           Applicable       Rate, CDOR       Credit            Fee Rate
                  Ratio              Margin           Rate,        Applicable          --------
                  -----              ------         Canadian         Margin
  Level                                             LIBOR Rate       ------
  -----                                             Applicable
                                                      Margin
                                                      ------
<S>           <C>                  <C>              <C>            <C>                <C>
---------------------------------------------------------------------------------------------------
     I        Greater than or          1.00%           2.50%           2.50%            0.500%
              equal to 3.00 to
              1.00

---------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                                       -3-

<TABLE>
<CAPTION>
              Funded Debt to        Base Rate         LIBOR         Letter of         Commitment
                 EBITDAR           Applicable       Rate, CDOR       Credit            Fee Rate
                  Ratio              Margin           Rate,        Applicable          --------
                  -----              ------         Canadian         Margin
  Level                                             LIBOR Rate       ------
  -----                                             Applicable
                                                      Margin
                                                      ------
---------------------------------------------------------------------------------------------------
<S>           <C>                  <C>              <C>            <C>                <C>
     II       Greater than or          0.75%           2.25%           2.25%            0.500%
              equal to 2.50 to
              1.00 but less
              than 3.00 to 1.00
---------------------------------------------------------------------------------------------------
     III      Greater than or          0.50%           2.00%           2.00%            0.375%
              equal to 2.00 to
              1.00 but less
              than 2.50 to 1.00
---------------------------------------------------------------------------------------------------
     IV       Less than 2.00 to        0.25%           1.75%           1.75%           0.375%
              1.00
---------------------------------------------------------------------------------------------------
</TABLE>

Notwithstanding the foregoing, (a) during the period commencing on the Closing
Date through the first Adjustment Date following the Closing Date, the
Applicable Margin shall be the Applicable Margin set forth for Level III above,
and (b) if the Borrowers fail to deliver any Compliance Certificate pursuant to
(Section)9.4(c) hereof, then, for the period commencing on the date such
Compliance Certificate was due pursuant to (Section)9.4(c) through the date such
Compliance Certificate is actually delivered to the Lenders, the Applicable
Margin shall be the highest Applicable Margin set forth above.

         Approved Fund. Any Fund that is administered or managed by (a) a
Lender, (b) a Lender Affiliate or (c) an entity or an Affiliate of an entity
that administers or manages a Lender.

         ARG. Australian Railroad Group, Pty., Ltd, ACN 080 579 308, an
Australian limited company formerly known as Genesee & Wyoming Australia Pty.
Limited ("GWAI"), fifty percent of the shares of which are owned by Australian
Holdco.

         Arranger. Fleet Securities, Inc.

         ASR. Australia Southern Railroad Pty. Limited, ACN 079 444 296, an
Australian limited company and wholly-owned Subsidiary of ARG.

         Asset Reinvestment. See (Section)4.2.2 (a).

         Assignment and Acceptance. An assignment and acceptance entered into by
a Lender and an Eligible Assignee (with the consent of any party whose consent
is required by (Section)20.1), and accepted by the Administrative Agent, in
substantially the form of Exhibit F or any other form approved by the
Administrative Agent.

         Australian Holdco. GWI Holdings Pty. Limited, ACN 094 819 806, an
Australian limited company and wholly-owned Subsidiary of GWI.

         Balance Sheet Date. December 31, 2001.

         Banks. As used in the Canadian Security Documents, Banks shall have the
same definition as Lenders herein.
<PAGE>
                                       -4-

         Base Rate. The higher of (a) the annual rate of interest announced from
time to time by the Administrative Agent as its "prime rate", such rate being a
reference rate and not necessarily representing the lowest or best rate being
charged to any customer, and (b) one-half of one percent (1/2%) above the
Federal Funds Effective Rate. Changes in the Base Rate resulting from any
changes in the Administrative Agent's "prime rate" shall take place immediately
without notice or demand of any kind.

         Base Rate Loans. Revolving Credit Loans bearing interest calculated by
reference to the Base Rate.

         Borrowers. Collectively, the US Borrower and the Canadian Borrower, and
the term Borrower shall apply to each of them individually.

         BPR. Buffalo & Pittsburgh Railroad, Inc., a Delaware corporation.

         Canadian Borrower. See preamble.

         Canadian Business Day. Any day on which banking institutions in
Montreal, Quebec and Boston, Massachusetts are open for the transaction of
banking business, and also in the case of Canadian LIBOR Rate Loans, a day which
is a LIBOR Business Day.

         Canadian Counsel. Stikeman Elliott or such other counsel as may be
approved by the Administrative Agent.

         Canadian Dollar Equivalent. On any date of determination, with respect
to an amount denominated in Canadian Dollars, such amount of Canadian Dollars,
and with respect to an amount denominated in a currency other than Canadian
Dollars, the amount of Canadian Dollars (as conclusively ascertained by the
Administrative Agent absent manifest error) which could be purchased by the
Administrative Agent with that amount of such other currency at the spot rate of
exchange quoted by the Administrative Agent in the applicable foreign exchange
market on the date of determination for the purchase of Canadian Dollars with
such currency.

         Canadian Dollars or Cdn.$. Lawful currency of Canada.

         Canadian Guaranteed Obligations. See (Section)7.1.

         Canadian Guarantors. See preamble.

         Canadian LIBOR Rate. In respect of each Interest Period for a Canadian
LIBOR Rate Loan, the rate for deposits in Canadian Dollars for a period
comparable to such Interest Period which appears on Telerate Page 3740 of the
Dow Jones Market Service (formerly known as the Telerate Service) (or such other
page as may be designated as a replacement page for such deposits) as of 11:00
a.m. (London time) two Canadian Business Days before the first day of such
Interest Period.

         Canadian LIBOR Rate Loans. All or any portion of the Canadian Term Loan
bearing interest calculated by reference to the Canadian LIBOR Rate.

         Canadian Obligations. All indebtedness, obligations and liabilities of
the Canadian Borrower to the Lenders and the Administrative Agent (a) under or
in respect of or in connection with the Canadian Term Loan and the Canadian Term
Notes and including any interest thereon or
<PAGE>
                                      -5-

fees or expenses in respect thereof, (b) under any Hedging Agreement between the
Canadian Borrower and any Lender (including the Swingline Lender and Issuing
Lender) or any Lender Affiliate, and (c) under any of the other Loan Documents
to which the Canadian Borrower or the Canadian Guarantors are a party.

         Canadian Plans. All the employee benefit, fringe benefit, supplemental
unemployment benefit, bonus, incentive, profit sharing, termination, change of
control, pension, retirement, stock option, stock purchase, stock appreciation,
health, welfare, medical, dental, disability, life insurance and similar plans,
programmes, arrangements or practices relating to the current or former
employees, officers or directors of the Canadian Borrower and the Canadian
Guarantors maintained, sponsored or funded by the Canadian Borrower or the
Canadian Guarantors (as the case may be), whether written or oral, funded or
unfunded, insured or self-insured, registered or unregistered.

         Canadian Security Agreements. Each of (a) the Deeds of Hypothec, (b)
that certain Security Agreement, dated August 17, 1999 entered into by GRO in
favor of the Administrative Agent, (c) the Huron Security Agreement, (d) the
Quebec Bond, and (e) the Quebec Bond Pledge Agreement, in each case in form and
substance satisfactory to the Administrative Agent.

         Canadian Security Documents. Collectively, the Canadian Security
Agreements, the GRO Pledge Agreements, the Rail-One Pledge Agreement, the GWI
Pledge Agreement, the GWIC Stock Pledge Agreement, the Emons Pledge Agreement
and all other instruments and documents required to be executed or delivered
pursuant to any Canadian Security Documents.

         Canadian Term Loan. The term loan made by the Lenders in accordance
with their Commitment Percentages to the Canadian Borrower on the Closing Date
pursuant to (Section)3.1 in the Canadian Dollar Equivalent of the aggregate
principal amount of $27,000,000.

         Canadian Term Notes. See (Section)3.2.

         Capital Assets. Fixed assets, both tangible (such as land, buildings,
fixtures, machinery and equipment) and intangible (such as patents, copyrights,
trademarks, franchises and good will); provided that Capital Assets shall not
include any item customarily charged directly to expense or depreciated over a
useful life of twelve (12) months or less in accordance with GAAP.

         Capital Expenditures. Amounts paid or indebtedness incurred (without
duplication) by the Borrowers or their Restricted Subsidiaries in connection
with the purchase or lease by any of the Borrowers or any of their Restricted
Subsidiaries of Capital Assets that would be required to be capitalized and
shown on the balance sheet of such Person in accordance with GAAP, less amounts
reimbursed by third parties.

         Capital Stock. Any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.

         Capitalized Leases. Leases under which any of the Borrowers or any of
their Restricted Subsidiaries is the lessee or obligor, the discounted future
rental payment obligations under which are required to be capitalized on the
balance sheet of the lessee or obligor in accordance with GAAP.
<PAGE>
                                      -6-

         Casualty Event. With respect to any property (including any interest in
property) of the Borrowers or any of their Subsidiaries, any loss of, damage to,
or condemnation or other taking of, such property for which such Borrower or
such Subsidiary receives insurance proceeds, proceeds of a condemnation award or
other compensation.

         CDOR Rate. The annual rate of interest equal to the average 30 day rate
applicable to Canadian bankers' acceptances appearing on the "Reuters Screen
CDOR Page" (as defined in the International Swap Dealer Association, Inc. (1991
ISDA) definitions, as modified and amended from time to time) as of 10:00 am.
(New York time) on such day, or if such day is not a Canadian and a US Business
Day, then on the immediately preceding Canadian and US Business Day; provided
that if such rate does not appear on the Reuters' Screen CDOR Page as
contemplated, then the CDOR Rate on any day shall be calculated as the
arithmetic mean of the 30 day rates applicable to Canadian bankers' acceptances
quoted by the banks which are listed in Schedule I to the Bank Act (Canada) as
of 10:00 a.m. (New York time) on such day, or if such day is not a Canadian and
a US Business Day, then on the immediately preceding Canadian and US Business
Day.

         CDOR Rate Loans. All or any portion of the Canadian Term Loan bearing
interest calculated by reference to the CDOR Rate.

         CERCLA. See (Section)8.15.

         Certificate of Designation. The certificate evidencing the Series A
Preferred Stock in the form delivered to the Administrative Agent.

         CFCM. Compania de Ferrocarriles Chiapas-Mayab S.A. de C.V. a Mexican
corporation and an Unrestricted Subsidiary of GWI.

         Closing Date. The first date on which the conditions set forth in
(Sections)12 and 13 have been satisfied and any Loans are to be converted or
made or any Letters of Credit are to be converted or issued hereunder.

         Code. The Internal Revenue Code of 1986, as amended, together with any
regulations issued thereunder.

         Collateral. All of the property, rights and interests of the Borrowers
and their Restricted Subsidiaries that are or are intended to be subject to the
security interests created by the US Security Documents or the Canadian Security
Documents.

         Commitment. With respect to each Lender, the amount set forth on
Schedule II hereto as the amount of such Lender's commitment to make Revolving
Credit Loans to, to participate in Swingline Loans to, and to participate in the
issuance, extension and renewal of Letters of Credit for the account of, the US
Borrower, as the same may be increased or reduced from time to time.

         Commitment Fee. See (Section)2.2.

         Commitment Fee Rate. The Commitment Fee Rate set forth in accordance
with the definition of Applicable Margin hereof.
<PAGE>
                                      -7-

         Commitment Percentage. With respect to each Lender, the percentage set
forth next to such Lender's name on Schedule II hereto as such Lender's
percentage of the aggregate Commitments of all of the Lenders, and with respect
to the Canadian Term Loan, such Lender's percentage of the outstanding Canadian
Term Loan, as the same may be adjusted in accordance with (Section)20.

         Compliance Certificate. See (Section)9.4(c).

         Consolidated or consolidated. With reference to any term defined
herein, shall mean that term as applied to the accounts of the Borrowers and
their Restricted Subsidiaries, consolidated in accordance with GAAP.

         Consolidated EBITDA. For any fiscal period of the Borrowers and their
Restricted Subsidiaries, an amount equal to the sum of (a) Consolidated Net
Income for such fiscal period, plus in each case, to the extent deducted in
computing Consolidated Net Income and without duplication, (b) Consolidated
Total Interest Expense for such fiscal period, (c) income tax expense for such
fiscal period, (d) the aggregate amount of depreciation and amortization for
such fiscal period, and (e) all losses from the sale of assets of the Borrowers
and their Restricted Subsidiaries (except to the extent the losses from sales of
assets are related to sales of assets purchased during the fiscal period) minus
(f) to the extent included in computing Consolidated Net Income, all gains from
the sale of assets of the Borrowers and their Restricted Subsidiaries (except to
the extent the gains from sales of assets are related to sales of assets
purchased during the fiscal period).

         Consolidated EBITDAR. For any fiscal period of the Borrowers and their
Restricted Subsidiaries, an amount equal to the sum of (a) Consolidated EBITDA
for such fiscal period (which shall include EBITDA of the businesses acquired by
the Borrowers or any of their Restricted Subsidiaries through Permitted
Acquisitions during such fiscal period (each an "Acquired Business"), including
Emons and its Restricted Subsidiaries and Utah Railway Company, or the
Restricted Subsidiaries acquired or formed during such fiscal period (each a
"New Subsidiary"); in each case, on a pro forma basis in an amount such that the
actual EBITDA of such Acquired Business or New Subsidiary included in such
period plus the amount of pro forma EBITDA of such Acquired Business or New
Subsidiary included in such period (the "ProForma EBITDA") equals one year of
EBITDA credit; provided that, (i) such calculations shall be made with reference
to the audited financial statements of such Acquired Businesses or New
Subsidiaries for the most recent fiscal year ended of such Acquired Businesses
or New Subsidiaries and any unaudited quarterly statements which have been
received since the most recent fiscal year ended of such Acquired Business or
New Subsidiaries, or (ii) in the event that there are only unaudited financial
results or no financial results available with respect to such Acquired
Businesses or New Subsidiaries, such calculations shall be made with reference
to other acceptable financial statements or reasonable estimates of such past
performance made by the Borrowers based on existing data and other available
information, such financial statements or, as the case may be, estimates to be
agreed upon by the Borrowers and the Administrative Agent and, with respect to
Permitted Acquisitions for which the total consideration therefor exceeds
$25,000,000, the Required Lenders plus (b) to the extent deducted in computing
Consolidated Net Income, all payments and rental charges made by any of the
Borrowers or any of their Restricted Subsidiaries (including any Acquired
Business or New Subsidiary) during such fiscal period in respect to operating
leases plus (c) expenses for such fiscal period with respect to Permitted
Acquisitions which are (i) discontinued upon the effective date of Permitted
Acquisition or within sixty days thereof, (ii) approved by the Administrative
Agent (which approval shall not be
<PAGE>
                                      -8-

unreasonably withheld) and (iii) otherwise consistent with Regulation S-X. By
way of example only, Proforma EBITDA of an Acquired Subsidiary or a New
Subsidiary would be determined, at any time during the first four fiscal
quarters following a Permitted Acquisition or the formation of a New Subsidiary,
by multiplying (A) the annual pro forma EBITDA of such Person determined at the
time of such acquisition or formation by (B) a fraction, the numerator of which
equals 365 minus the number of days elapsed from the closing date of such
acquisition or formation to the applicable date of determination, and the
denominator of which equals 365. For purposes of this definition, (y) with
respect to Emons and its Restricted Subsidiaries, the annual pro forma EBITDA
determined at the closing of the acquisition thereof is $5,700,000 and the
closing date therefor was February 22, 2002 and (z) with respect to Utah Railway
Company, the annual pro forma EBITDA determined at the closing of the
acquisition thereof is $8,032,000 and the closing date therefor was August 28,
2002.

         Consolidated Funded Debt. As at any date of determination, an amount
equal to the aggregate amount of Indebtedness of the Borrowers and their
Restricted Subsidiaries, determined on a consolidated basis, related to the
borrowing of money or the obtaining of credit (which the parties hereto agree
for the purposes of this definition does not include Indebtedness permitted
under (Sections)10.1(b), (c), (d), (e), (h) and (j) hereof) whether absolute or
contingent, including, to the extent not included in such Indebtedness, the net
present value (using a discount rate of 8% per annum) of all operating leases
with a non-cancellable term of longer than one year and all Indebtedness
guaranteed by any of the Borrowers or any of their Restricted Subsidiaries.

         Consolidated Net Income. The consolidated net income of the Borrowers
and their Restricted Subsidiaries, after deduction of all expenses, taxes, and
other proper charges, determined in accordance with GAAP, after eliminating
therefrom all extraordinary nonrecurring items of income or loss; minus any
equity in the net income of (or plus any equity in the net loss of) any minority
equity investment of any Borrower or any Restricted Subsidiary in any
Unrestricted Subsidiary, plus cash dividends or similar cash Distributions paid
to the Borrowers or their Restricted Subsidiaries from any Unrestricted
Subsidiary, during the applicable period.

         Consolidated Tangible Net Worth. The excess of Consolidated Total
Assets over Consolidated Total Liabilities, and less the sum of:

         (a)      the total book value of all assets of the Borrowers and their
Restricted Subsidiaries properly classified as intangible assets under GAAP,
including such items as good will, the purchase price of acquired assets in
excess of the fair market value thereof, trademarks, trade names, service marks,
brand names, copyrights, patents and licenses, and rights with respect to the
foregoing; plus

         (b)      all amounts representing any write-up in the book value of any
assets of the Borrowers or their Restricted Subsidiaries resulting from a
revaluation thereof subsequent to the Balance Sheet Date; plus

         (c)      to the extent otherwise includable in the computation of
Consolidated Tangible Net Worth, any subscriptions receivable.

         Consolidated Total Assets. All assets ("consolidated balance sheet
assets") of the Borrowers and their Restricted Subsidiaries determined on a
consolidated basis in accordance with GAAP.
<PAGE>
                                      -9-

         Consolidated Total Interest Expense. For any period, the aggregate
amount of interest required to be paid or accrued by the Borrowers and their
Restricted Subsidiaries during such period on all Indebtedness of the Borrowers
and their Restricted Subsidiaries related to the borrowing of money or the
obtaining of credit outstanding during all or any part of such period, including
payments consisting of interest in respect of any Capitalized Lease and
including commitment fees, agency fees, facility fees, balance deficiency fees
and similar fees or expenses in connection with the borrowing of money (other
than non-cash interest or fees) solely to the extent that such fees are properly
included as interest expense in accordance with GAAP.

         Consolidated Total Liabilities. All liabilities of the Borrowers and
their Restricted Subsidiaries determined on a consolidated basis in accordance
with GAAP and classified as such on the consolidated balance sheet of the
Borrowers and their Restricted Subsidiaries.

         Continuation Request. A notice given by the Canadian Borrower to the
Administrative Agent of the Canadian Borrower's election to continue a Canadian
LIBOR Rate Loan in accordance with (Section)3.5.

         Conversion Request. A notice given by the US Borrower to the
Administrative Agent of such Borrower's election to convert or continue a Loan
in accordance with (Section)2.8.

         Corpus Christi Lease. The Lease Agreement dated as of July 25, 1997
between Port of Corpus Christi Authority of Nueces County, Texas, as Lessor and
Corpus Christi Terminal Railroad, Inc. as Lessee, with respect to certain
railroad property and facilities, in substantially the form delivered to the
Administrative Agent on or prior to the date hereof.

         Credit Agreement. This Fourth Amended and Restated Revolving Credit and
Term Loan Agreement, as amended, modified or supplemented and in effect from
time to time, including the Schedules and Exhibits hereto.

         Creditors. See (Section)7.7.

         CSX. CSX Transportation, Inc., a Virginia corporation.

         CSX Remaining Debt. Indebtedness of BPR to CSX under the Promissory
Note dated as of October 7, 1991, executed by BPR in favor of CSX, in an
aggregate outstanding principal amount not to exceed $6,603,941.82.

         Dansville. The Dansville and Mount Morris Railroad Company, a New York
corporation.

         Default. See (Section)14.1.

         Deeds of Hypothec. Those certain Deeds of Hypothec (a) entered into by
the Canadian Borrower, GRO and Mirabel in favor of the Administrative Agent,
each dated August 11, 1999, (b) entered into by Rail-One in favor of the
Administrative Agent dated August 17, 1999 and (c) entered into by St. Lawrence
& Atlantic Railroad (Quebec) Inc. in favor of the Administrative Agent dated
February 22, 2002.

         Defaulting Lender. See (Section)6.11.

         Delinquent Lender. See (Section)16.5.3.
<PAGE>
                                      -10-

         Distribution. The declaration or payment of any dividend on or in
respect of any shares of any class of Capital Stock of any Person, other than
dividends payable solely in shares of common stock or similar non-preferred
equity interests of such Person; the purchase, redemption, or other retirement
of any shares of any class of Capital Stock of any Person, directly or
indirectly through a Subsidiary of such Person or otherwise; the return of
capital by any Person to its shareholders or equity holders as such; or any
other distribution on or in respect of any shares of any class of Capital Stock
of any Person.

         Dollars or $. Dollars in lawful currency of the United States of
America.

         Domestic Lending Office. Initially, the office of each Lender
designated as such in Schedule II hereto; thereafter, such other office of such
Lender, if any, located within the United States that will be making or
maintaining Base Rate Loans.

         Drawdown Date. The date on which any Loan is made or is to be made, and
the date on which all or any portion of any Loan is converted or continued in
accordance with (Sections)2.8 or 3.5, as applicable.

         Eligible Assignee. Any of (a) a Lender, (b) a Lender Affiliate, and (c)
any other Person (other than a natural person) approved by (i) the
Administrative Agent and (ii) unless an Event of Default under
(Sections)14.1(a), (b), (c) (with respect to compliance with the covenants set
forth in (Section)11 only), (g) or (h) has occurred and is continuing, the
Borrowers (each such approval not to be unreasonably withheld or delayed).

         Emons. Emons Transportation Group, Inc., a Delaware corporation and a
Restricted Subsidiary of GWI.

         Emons Pledge Agreement. The Amended and Restated Pledge Agreement dated
as of the Closing Date, by and between Emons Railroad Group, Inc. and the
Administrative Agent, and granting a first priority pledge of 65% of Emons
Railroad Group, Inc.'s equity interest in St. Lawrence & Atlantic Railroad
(Quebec) Inc. as security for the US Obligations, and a first priority pledge of
35% of Emons Railroad Group, Inc.'s equity interest in St. Lawrence & Atlantic
Railroad (Quebec) Inc. and a second priority pledge of 65% of Emons Railroad
Group, Inc.'s equity interest in St. Lawrence & Atlantic Railroad (Quebec) Inc.
as security for the Canadian Obligations.

         Employee Benefit Plan. Any employee benefit plan within the meaning of
(Section)3(3) of ERISA maintained or contributed to by the US Borrower or any
ERISA Affiliate, other than a Multiemployer Plan.

         Environmental Laws. See (Section)8.15(a).

         EPA. See (Section)8.15(b).

         ERISA. The Employee Retirement Income Security Act of 1974, as amended.

         ERISA Affiliate. Any Person which is treated as a single employer with
the US Borrower under (Section)414(b), (c), (m) or (o) of the Code.
<PAGE>
                                      -11-

         ERISA Reportable Event. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of (Section)4043 of ERISA and the regulations
promulgated thereunder as to which the requirement of notice has not been
waived.

         Eurocurrency Interbank Market. Any lawful recognized market in which
deposits of Dollars and Canadian Dollars are offered by international banking
units of United States banking institutions and by foreign banking institutions
to each other and in which foreign currency and exchange operations or
eurocurrency funding operations are customarily conducted.

         Eurocurrency Reserve Rate. For any day with respect to a LIBOR Rate
Loan, the maximum rate (expressed as a decimal) at which any bank subject
thereto would be required to maintain reserves under Regulation D of the Board
of Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against "Eurocurrency
Liabilities" (as that term is used in Regulation D), if such liabilities were
outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on
and as of the effective date of any change in the Eurocurrency Reserve Rate.

         Event of Default. See (Section)14.1.

         Excluded Taxes. With respect to the Administrative Agent, any Lender,
or any other recipient of any payment to be made by or on account of any
obligation of a Borrower hereunder or under any Loan Document, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which a branch of any Lender is located and (c) in
the case of a Non-U.S. Lender (other than an assignee pursuant to a request by a
Borrower under (Section)6.11), any withholding tax that is imposed on amounts
payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes a party
to this Credit Agreement or is attributable to such Non-U.S. Lender's failure or
inability to comply with (Section)6.12(d), except to the extent that such
Non-U.S.Lender's assignor (if any) was entitled, at the time of assignment, to
receive additional amounts from a Borrower with respect to such withholding tax
pursuant to (Section)6.12.

         Existing Letters of Credit. Those letters of credit issued by Fleet for
the account of the US Borrower or any of its Restricted Subsidiaries prior to
the Closing Date and listed on Schedule III hereto.

         Federal Funds Effective Rate. For any day, the rate per annum equal to
the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a US Business Day, for the next
preceding US Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a US Business Day, the average of
the quotations for such day on such transactions received by the Administrative
Agent from three funds brokers of recognized standing selected by the
Administrative Agent.

         Fee Letter. The fee letter dated as of September 18, 2002 among the
Administrative Agent, the Arranger and the Borrowers (the "Fee Letter").
<PAGE>
                                      -12-

         Financial Affiliate. A Subsidiary of the bank holding company
controlling any Lender, which Subsidiary is engaging in any of the activities
permitted by (Section)4(e) of the Bank Holding Company Act of 1956 (12 U.S.C.
(Section)1843).

         Fleet. Fleet National Bank, a national banking association.

         FRA. The United States of America, represented by the Secretary of
Transportation acting through the Administrator of Federal Railroad
Administration or the Federal Railroad Administrator's designee.

         Fund. Any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

         Funded Debt to EBITDAR Ratio. At any date as of which such ratio shall
be determined, the ratio of (a) the aggregate outstanding amount of Consolidated
Funded Debt on such date to (b) Consolidated EBITDAR for the period of four
consecutive fiscal quarters most recently ended.

         GAAP or generally accepted accounting principles. (a) When used in
(Section)11 and in the calculation of the Funded Debt to EBITDAR Ratio, whether
directly or indirectly through reference to a capitalized term used therein,
means (i) principles that are consistent with the principles promulgated or
adopted by the Financial Accounting Standards Board and its predecessors, in
effect for the fiscal year ended on the Balance Sheet Date, and (ii) to the
extent consistent with such principles, the accounting practice of the Borrowers
reflected in its financial statements for the year ended on the Balance Sheet
Date, and (b) when used in general, other than as provided above, means
principles that are (i) consistent with the principles promulgated or adopted by
the Financial Accounting Standards Board and its predecessors, as in effect from
time to time, and (ii) consistently applied with past financial statements of
the Borrowers adopting the same principles.

         Governing Documents. With respect to any Person, its certificate or
articles of incorporation, its by-laws or, as the case may be, its certificate
of formation, its operating agreement or other constitutive documents and all
shareholder agreements, voting trusts and similar arrangements applicable to any
of its Capital Stock.

         GRO. See preamble.

         GRO Guaranteed Obligations. See (Section)7.1.

         GRO Obligations. All obligations of GRO to the Lenders and the
Administrative Agent (a) under or in respect of or in connection with GRO's
guaranty of the Canadian Guaranteed Obligations and including any interest
thereon or fees in respect thereof and (b) all other obligations of GRO under
the Loan Documents to which it is a party.

         GRO Pledge Agreements. The Pledge Agreement and the Securities Pledge
Agreement dated August 17, 1999 between GRO and the Administrative Agent, in
form and substance satisfactory in all respects to the Administrative Agent and
granting a first ranking pledge and movable hypothec with delivery on 100% of
GRO's equity interest in the Canadian Borrower and Huron respectively.
<PAGE>
                                      -13-

         Guaranteed Obligations. Collectively, the US Guaranteed Obligations,
the Canadian Guaranteed Obligations and the GRO Guaranteed Obligations.

         Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of (Section)3(2) of ERISA maintained or contributed to by the US
Borrower or any ERISA Affiliate the benefits of which are guaranteed on
termination in full or in part by the PBGC pursuant to Title IV of ERISA, other
than a Multiemployer Plan.

         Guarantors. Collectively, GWI, Quebec, the Canadian Guarantors and the
US Guarantors, each of which guaranty certain Obligations pursuant to (Section)7
hereof.

         Guaranty. The guaranty of certain Obligations by each of the Guarantors
set forth in (Section)7 of this Credit Agreement.

         GWI. See preamble.

         GWI Pledge Agreement. The Pledge Agreement dated as of the Closing Date
between GWI and the Administrative Agent, pledging (a) a first priority security
interest in and pledge of 65% of GWI's 5% equity interest in GRO to the
Administrative Agent, as security for US Obligations, and (b) a first priority
security interest in 35% of GWI's 5% equity interest in GRO and a second
priority interest in 65% of GWI's 5% equity interest in GRO to the
Administrative Agent, as security for the Canadian Obligations.

         GWIC. GWI Canada, Inc., a Delaware corporation and a Restricted
Subsidiary of GWI.

         GWIC Stock Pledge Agreement. The Amended and Restated Pledge Agreement
dated as of the Closing Date, between GWIC and the Administrative Agent,
pledging (a) a first priority security interest in and pledge of 65% of GWIC's
equity interest in GRO, Rail-One and Mirabel to the Administrative Agent, as
security for US Obligations, and (b) a first priority security interest in 35%
of GWIC's equity interest in GRO, Rail-One and Mirabel and a second priority
interest in 65% of GWIC's equity interest in such Persons to the Administrative
Agent, as security for the Canadian Obligations.

         Hazardous Substances. See (Section)8.15(b).

         Hedging Agreement. Any agreement, device or arrangement providing for
payments which are related to fluctuations of interest rates, exchange rates or
forward rates, including, but not limited to, dollar-denominated or
cross-currency interest rate agreements, forward currency exchange agreements,
interest rate cap or collar protection agreements, forward rate currency or
interest rate options, commodity swap agreements, commodity options, puts and
warrants.

         Huron. Huron Central Railway Inc., a corporation constituted under the
laws of Ontario, Canada.

         Huron Security Agreement. The General Security Agreement, dated August
17, 1999, between Huron and the Administrative Agent, in form and substance
satisfactory to the Administrative Agent.

         IFC. International Finance Corporation.
<PAGE>
                                      -14-

         IFC Documents. Collectively, (a) the Project Documents consisting of:
(i) Concession Agreement, (ii) Asset Purchase Agreement, (iii) Technical
Assistance Agreement, (iv) Security Trust Indenture, (v) Urgent Repairs
Agreement, (vi) Credit Line Agreement, and (vii) Intercompany Loan Agreement;
and (b) the Transaction Documents consisting of: (i) Investment Agreement (IFC
loan agreement), (ii) Financial Support Agreement; (iii) Security Documents;
(iv) Subscription Agreement; (v) Put Option Agreement;(vi) Debt Service Reserve
Account Agreement; (vii) Custodian Bank Agreement; (viii) Letters of Credit;
(ix) CFCM Guarantee; (x) GoM Letter; and (xi) Concession Termination
Compensation Assignment Agreement.

         IMR. Illinois & Midland Railroad, Inc., a Delaware corporation.

         Indebtedness. As to any Person and whether recourse is secured by or is
otherwise available against all or only a portion of the assets of such Person
and whether or not contingent, but without duplication:

                  (a)      every obligation of such Person for money borrowed,

                  (b)      every obligation of such Person evidenced by bonds,
         debentures, notes or other similar instruments,

                  (c)      every reimbursement obligation of such Person with
         respect to letters of credit, bankers' acceptances or similar
         facilities issued for the account of such Person,

                  (d)      every obligation of such Person issued or assumed as
         the deferred purchase price of property or services (including
         securities repurchase agreements but excluding trade accounts payable
         or accrued liabilities arising in the ordinary course of business which
         are not more than 90 days overdue or which are being contested in good
         faith),

                  (e)      every obligation of such Person under any Capitalized
         Lease,

                  (f)      every obligation of such Person under any forward
         contract, futures contract, swap, option or other financing agreement
         or arrangement (including, without limitation, caps, floors, collars
         and similar agreements), the value of which is dependent upon interest
         rates, currency exchange rates, commodities or other indices (a
         "derivative contract"),

                  (g)      every obligation in respect of Indebtedness of any
         other entity (including any partnership in which such Person is a
         general partner) to the extent that such Person is liable therefor as a
         result of such Person's ownership interest in or other relationship
         with such entity, except to the extent that the terms of such
         Indebtedness provide that such Person is not liable therefor and such
         terms are enforceable under applicable law,

                  (h)      every obligation, contingent or otherwise, of such
         Person guarantying, or having the economic effect of guarantying or
         otherwise acting as surety for, any obligation of a type described in
         any of clauses (a) through (h) (the "primary obligation") of another
         Person (the "primary obligor"), in any manner, whether directly or
         indirectly, and including, without limitation, any obligation of such
         Person (i) to purchase or pay (or advance or supply funds for the
         purchase of) any security for the payment of such primary obligation,
         (ii) to purchase property, securities or services for the purpose of
<PAGE>
                                      -15-

         assuring the payment of such primary obligation, or (iii) to maintain
         working capital, equity capital or other financial statement condition
         or liquidity of the primary obligor so as to enable the primary obligor
         to pay such primary obligation.

         The "amount" or "principal amount" of any Indebtedness at any time of
determination represented by (t) any Indebtedness, issued at a price that is
less than the principal amount at maturity thereof, shall be the amount of the
liability in respect thereof determined in accordance with GAAP, (u) any
Capitalized Lease shall be the principal component of the aggregate of the
rentals obligation under such Capitalized Lease payable over the term thereof
that is not subject to termination by the lessee, (v) any derivative contract
shall be the maximum amount of any termination or loss payment required to be
paid by such Person if such derivative contract were, at the time of
determination, to be terminated by reason of any event of default or early
termination event thereunder, whether or not such event of default or early
termination event has in fact occurred, and (w) any guaranty or other contingent
liability referred to in clause (h) shall be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such guaranty
or other contingent obligation is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof (assuming such
Person is required to perform thereunder) as determined by such Person in good
faith.

         Indemnified Taxes. Taxes other than Excluded Taxes.

         Instrument of Adherence (Guaranty). See (Section)9.14.

         Interest Payment Date. (a) As to any Base Rate Loan or CDOR Rate Loan
the last day of the calendar quarter; (b) as to any LIBOR Rate Loan or Canadian
LIBOR Rate Loan in respect of which the Interest Period is (A) 3 months or less,
the last day of such Interest Period and (B) more than 3 months, the date that
is 3 months from the first day of such Interest Period and on the last day of
the Interest Period; and (c) with respect to any Swingline Loan, the day that
such Swingline Loan is required to be repaid.

         Interest Period. With respect to each Loan (a) initially, the period
commencing on the Drawdown Date of such Loan and ending on the last day of one
of the periods set forth below, as selected by a Borrower in a Loan Request or
resulting from a conversion under (Sections)2.8 or 3.5 (i) for any Base Rate
Loan or CDOR Rate Loan, the last day of the calendar quarter; (ii) for any LIBOR
Rate Loan, 1, 2, 3 or 6 months; and (iii) for any Canadian LIBOR Rate Loan, 1,
2, 3 or 6 months; and (b) thereafter, each period commencing on the last day of
the preceding Interest Period applicable to such Loan and ending on the last day
of one of the periods set forth above, as selected by the applicable Borrower;
provided that all of the foregoing provisions relating to Interest Periods are
subject to the following:

                  (a)      if any Interest Period with respect to a LIBOR Rate
         Loan would otherwise end on a day that is not a LIBOR Business Day,
         that Interest Period shall be extended to the next succeeding LIBOR
         Business Day unless the result of such extension would be to carry such
         Interest Period into another calendar month, in which event such
         Interest Period shall end on the immediately preceding LIBOR Business
         Day;

                  (b)      if any Interest Period with respect to a Base Rate
         Loan would end on a day that is not a US Business Day, that Interest
         Period shall end on the next succeeding US Business Day;
<PAGE>
                                      -16-

                  (c)      if any Interest Period with respect to a CDOR Rate
         Loan or Canadian LIBOR Rate Loan would end on a day that is not a
         Canadian Business Day or LIBOR Business Day (in the case of Canadian
         LIBOR Rate Loans), that Interest Period shall end on the next
         succeeding Canadian Business Day or LIBOR Business Day (as the case may
         be) unless the result of such extension would be to cause such Interest
         Period to be carried into its ninety-first (91st) day, in which event
         such Interest Period shall end on the immediately preceding Canadian
         Business Day or LIBOR Business Day (as the case may be);

                  (d)      if the US Borrower shall fail to give notice as
         provided in (Section)2.8, such Borrower shall be deemed to have
         requested a conversion of the affected LIBOR Rate Loan to a one month
         LIBOR Rate Loan and the continuance of all Base Rate Loans as Base Rate
         Loans on the last day of the then current Interest Period with respect
         thereto;

                  (e)      if the Canadian Borrower shall fail to give notice as
         provided in (Section)3.5, such Borrower shall be deemed to have
         requested a conversion of the affected Canadian LIBOR Rate Loan to a
         30-day Canadian LIBOR Rate Loan on the last day of the then current
         Interest Period with respect thereto;

                  (f)      any Interest Period relating to any LIBOR Rate Loan
         that begins on the last LIBOR Business Day of a calendar month (or on a
         day for which there is no numerically corresponding day in the calendar
         month at the end of such Interest Period) shall end on the last LIBOR
         Business Day of a calendar month;

                  (g)      any Interest Period that would otherwise extend
         beyond the Maturity Date shall end on the Maturity Date; and

                  (h)      interest shall accrue for the first day of each
         Interest Period and each day thereafter up to but (provided that
         interest is timely paid) not including the last day of such Interest
         Period.

         International Standby Practices. With respect to any standby Letter of
Credit, International Standby Practices (ISP98) as promulgated by the Institute
of International Banking Law & Practice, Inc., or any successor code of standby
letter of credit practices among banks adopted by the Issuing Lender in the
ordinary course of its business as a standby letter of credit issuer and in
effect at the time of issuance of such Letter of Credit.

         Investments. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to (other
than dispositions of property permitted by (Section)10.5.2), or in respect of
any guaranties (or other commitments as described under Indebtedness), or
obligations of, any Person. In determining the aggregate amount of Investments
outstanding at any particular time: (a) the amount of any Investment represented
by a guaranty shall be taken at not less than the principal amount of the
obligations guaranteed and still outstanding; (b) there shall be included as an
Investment all interest accrued with respect to Indebtedness constituting an
Investment unless and until such interest is paid; (c) there shall be deducted
in respect of each such Investment any amount received as a return of capital
(but only by repurchase, redemption, retirement, repayment, liquidating dividend
or liquidating distribution); (d) without duplication there shall be deducted in
respect of any Investment any amounts received as cash earnings on
<PAGE>
                                      -17-

such Investment, whether as dividends, interest or otherwise; and (e) there
shall not be deducted from the aggregate amount of Investments any decrease in
the value thereof.

         Investors. Genesee & Wyoming Investors, Inc., a Delaware corporation.

         Issuing Bank. As used in the Canadian Security Documents, Issuing Bank
shall have the same definition as Issuing Lender herein.

         Issuing Lender. Fleet, in its capacity as issuer of Letters of Credit
pursuant to (Section)5, or any other Lender selected by the Administrative Agent
to issue such Letter of Credit with the consent of the Borrowers and such
Lender.

         Kittanning. Kittanning Equipment Leasing Company, a Pennsylvania
corporation and a wholly owned Subsidiary of PSR.

         Leasing. GWI Leasing Corporation, a Delaware corporation.

         Lender Affiliate. With respect to any Lender, (a) an Affiliate of such
Lender or (b) any Approved Fund.

         Lenders. The Lenders listed on Schedule II, acting in their role as
makers of the Revolving Credit Loans and Canadian Term Loan and any other Person
who becomes an assignee of any rights and obligations of a Lender pursuant to
(Section)20. Unless the context otherwise requires, the term "Lenders" includes
the Swingline Lender and the Issuing Lender.

         Letter of Credit. See (Section)5.1.1.

         Letter of Credit Application. See (Section)5.1.1.

         Letter of Credit Fee. See (Section)5.6.

         Letter of Credit Obligations. As of any date, the sum of the Maximum
Drawing Amount as of such date and all Unpaid Reimbursement Obligations as of
such date.

         Letter of Credit Participation. See (Section)5.1.4.

         LIBOR Business Day. Any day on which commercial banks are open for
international business (including dealings in Dollar and Canadian Dollar
deposits) in London or such other eurodollar interbank market as may be selected
by the Administrative Agent in its sole discretion acting in good faith.

         LIBOR Lending Office. Initially, the office of each Lender designated
as such in Schedule II hereto; thereafter, such other office of such Lender, if
any, that shall be making or maintaining LIBOR Rate Loans.

         LIBOR Rate Loans. Revolving Credit Loans bearing interest calculated by
reference to the LIBOR Rate.

         LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan,
the rate of interest equal to (a) the rate determined by the Administrative
Agent at which Dollar deposits for such Interest Period are offered based on
information presented on Page 3750 of the Dow Jones
<PAGE>
                                      -18-

Market Service (formerly known as the Telerate Service) as of 11:00 a.m. London
time on the second LIBOR Business Day prior to the first day of such Interest
Period, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve
Rate. If the rate described above does not appear on the Dow Jones Market
Service on any applicable interest determination date, the LIBOR Rate shall be
the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of
a percentage point), determined on the basis of the offered rates for deposits
in Dollars for a period of time comparable to such LIBOR Rate Loan which are
offered by four major banks in the London interbank market at approximately
11:00 a.m. London time, on the second LIBOR Business Day prior to the first day
of such Interest Period as selected by the Administrative Agent. The principal
London office of each of the four major London banks will be requested to
provide a quotation of its Dollar deposit offered rate. If at least two such
quotations are provided, the rate for that date will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested, the rate
for that date will be determined on the basis of the rates quoted for loans in
Dollars to leading European banks for a period of time comparable to such
Interest Period offered by major banks in New York City at approximately 11:00
a.m. New York City time, on the second LIBOR Business Day prior to the first day
of such Interest Period. In the event that the Administrative Agent is unable to
obtain any such quotation as provided above, it will be considered that the
LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined.

         Lien. Any mortgage, deed of trust, security interest, pledge,
hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien
(statutory, judgment or otherwise), or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, any Capitalized Lease, or any financing lease
involving substantially the same economic effect as any of the foregoing.

         Loan Documents. Collectively, this Credit Agreement, the Notes, the
Letter of Credit Applications, the Letters of Credit, the Security Documents,
the Fee Letter and any Instruments of Adherence executed in connection herewith.

         Loan Requests. Any Revolving Credit Loan or Swingline Loan Request.

         Loans. Collectively, the Revolving Credit Loans, the Swingline Loans,
and the Canadian Term Loan.

         Management. GWI Rail Management Corporation, a Delaware corporation.

         Material Adverse Effect. With respect to any event or occurrence of
whatever nature (including any adverse determination in any litigation,
arbitration or governmental investigation or proceeding):

         (a) a material adverse effect on the business, properties, financial
condition, assets, operations or income of the Borrowers and their Restricted
Subsidiaries, taken as a whole; or

         (b) a material adverse effect on the rights, remedies or benefits
available to the Administrative Agent or any Lender under any Loan Document.

         Maturity Date. October 31, 2007, or such earlier date as the
Obligations become due and payable pursuant to the terms of this Credit
Agreement.
<PAGE>
                                      -19-

         Maximum Drawing Amount. The sum of the maximum aggregate amount that
the beneficiaries may at any time draw under outstanding Letters of Credit, as
such aggregate amount may be reduced from time to time pursuant to the terms of
the Letters of Credit.

         Membership Pledge Agreement. The Membership Interest Pledge Agreement
dated as of February 22, 2002, and amended by the Security Documents Amendment,
by York Railway Company in favor of the Administrative Agent, pledging 100% of
the aggregate limited liability company interests in each of Yorkrail, LLC and
Maryland and Pennsylvania Railroad, LLC.

         Mirabel. See preamble.

         Moody's. Moody's Investors Services, Inc.

         Multiemployer Plan. Any multiemployer plan within the meaning of
(Section)3(37) of ERISA maintained or contributed to by the US Borrower or any
ERISA Affiliate.

         Net Cash Proceeds. With respect to any sale or other disposition of any
assets of either Borrower or any of their Restricted Subsidiaries, or the
issuance and sale of equity securities or debt of either Borrower or any of
their Restricted Subsidiaries, or any Casualty Event, the gross consideration
received by either Borrower or any of their Restricted Subsidiaries (in cash)
from such sale, disposition, equity or debt issuance, net of commissions,
customary direct sales costs, normal closing adjustments, the amount used to
permanently repay any Indebtedness permitted by (Section)10.1 (other than
Indebtedness under this Credit Agreement) secured by such assets, income taxes
attributable to such sale or disposition and professional fees and expenses
incurred directly in connection therewith, to the extent the foregoing are
actually paid in connection with such sale or disposition or equity or debt
issuance.

         Non-U.S. Lender. See (Section)6.12(d).

         Note Record. The grid attached to a Note, or the continuation of such
grid, or any other similar record, including computer records, maintained by any
Lender with respect to any Loan referred to in such Note.

         Notes. Collectively, the Revolving Credit Notes and the Canadian Term
Notes.

         Obligations. Collectively, the US Obligations and the Canadian
Obligations.

         Other Taxes. See (Section)6.12(b).

         Outstanding or outstanding. With respect to the Loans, the aggregate
unpaid principal thereof as of the date of determination.

         Participant. See (Section)20.4.

         Payment Event of Default. See (Section)6.10.

         PBGC. The Pension Benefit Guaranty Corporation created by (Section)4002
of ERISA and any successor entity or entities having similar responsibilities.

         Permitted Acquisition(s). See (Section)10.3(i).
<PAGE>
                                      -20-

         Permitted Liens. Liens permitted by (Section)10.2.

         Person. Any individual, corporation, limited liability company,
partnership, limited liability partnership, trust, unincorporated association,
business, or other legal entity, and any government or any governmental agency
or political subdivision thereof.

         Prior Credit Agreement. See preamble.

         PSR. Pittsburg & Shawmut Railroad, Inc., a Delaware corporation.

         Purchase Price. With respect to any Permitted Acquisition, all
consideration payable by any of the Borrowers or any of their Restricted
Subsidiaries in connection with such Permitted Acquisition, including, without
limitation, cash payments, the principal amount of any promissory notes issued
by any of the Borrowers or any of their Restricted Subsidiaries, any amounts
payable by any of the Borrowers or any of their Restricted Subsidiaries in
consideration for any non-compete covenant, deferred purchase price, earn-out or
similar payment and the amount of any Indebtedness assumed by any of the
Borrowers or any of their Restricted Subsidiaries.

         Quebec. See preamble.

         Quebec Bond. The Bond dated August 17, 1999, in the amount of Cdn.
$130,000,000 issued by the Canadian Borrower in favor of the Administrative
Agent, in form and substance satisfactory to the Administrative Agent.

         Quebec Bond Pledge Agreement. The Quebec Bond Pledge Agreement dated as
of August 17, 1999 between the Canadian Borrower and the Administrative Agent,
in form and substance satisfactory to the Administrative Agent.

         Rail-One. See preamble.

         Rail-One Pledge Agreement. The Pledge Agreement dated August 17, 1999
between Rail-One and the Administrative Agent, in form and substance
satisfactory in all respects to the Administrative Agent and granting a first
ranking pledge on 100% of Rail-One's equity interest in GRO.

         Rate Adjustment Period. See the definition of Applicable Margin.

         Real Estate. All real property at any time owned or leased (as lessee
or sublessee) by any of the Borrowers or any of their Restricted Subsidiaries.

         Register. See (Section)20.3.

         Reimbursement Obligation. The US Borrower's obligation to reimburse the
Issuing Lender and the Lenders on account of any drawing under any Letter of
Credit as provided in (Section)5.2.

         Regulation S-X. Regulation S-X as defined and promulgated by the United
States Securities and Exchange Commission.
<PAGE>
                                      -21-

         Related Parties. With respect to any specified Person, such Person's
Affiliates and the respective directors, officers, employees, agents and
advisors of such Person and such Person's Affiliates.

         Replacement Lender. See (Section)6.11.

         Replacement Notice. See (Section)6.11.

         Required Lenders. As of any date, any two or more Lenders holding more
than fifty percent (50%) of the principal amount of the Loans on such date
(including the unfunded portion of the Commitments); and if no such principal is
outstanding, the Lenders whose aggregate Commitments constitute more than fifty
percent (50%) of the Total Commitment.

         Restricted Payments. In relation to the Borrowers and their Restricted
Subsidiaries, any (a) Distribution, (b) payment or prepayment by the Borrowers
or their Restricted Subsidiaries to (i) either the Borrower's or any Restricted
Subsidiary's shareholders (or other equity holders), in each case, other than to
a Borrower or a Restricted Subsidiary, or (ii) any Affiliate of either Borrower
or any Restricted Subsidiary or any Affiliate of such Borrower's or such
Restricted Subsidiary's shareholders (or other equity holders), in each case,
other than to a Borrower or a Restricted Subsidiary or (c) derivatives or other
transactions with any financial institution, commodities or stock exchange or
clearinghouse (a "Derivatives Counterparty") obligating the Borrowers or any
Restricted Subsidiary to make payments to such Derivatives Counterparty as a
result of any change in market value of any Capital Stock of the Borrowers or
such Restricted Subsidiary.

         Restricted Subsidiaries. Any Subsidiary which is not an Unrestricted
Subsidiary. The Borrowers shall not have the right to change the status of a US
or Canadian Unrestricted Subsidiary to a Restricted Subsidiary unless (a) such
US or Canadian Unrestricted Subsidiary becomes a Guarantor hereunder and all
tangible and intangible assets of such Unrestricted Subsidiary (other than such
Subsidiary's Real Estate) shall be pledged by the applicable Subsidiary to the
Administrative Agent as security for such Subsidiary's guaranty pursuant to the
applicable Security Documents or (b) such US or Canadian Unrestricted Subsidiary
would fit within the exception set forth in the last sentence of (Section)9.14.

         Revolving Credit Loans. The revolving credit loans to be made by the
Lenders to the US Borrower pursuant to (Section)2.1 hereof.

         Revolving Credit Loan Request. See (Section)2.6.

         Revolving Credit Notes. See (Section)2.4.

         RSI. Genesee & Wyoming Railroad Services, Inc. (f/k/a Railroad
Services, Inc.), a Delaware corporation.

         SA Rail. SA Rail Pty. Limited, ACN 077 946 340, an Australian
corporation.

         SBRR. South Buffalo Railway Company, a New York corporation and a
Restricted Subsidiary of GWI.
<PAGE>
                                      -22-

         Security Agreements. Collectively, the US Security Agreement and the
Canadian Security Agreements.

         Series A Preferred Stock. The shares of Series A, 4.0% Senior
Redeemable Convertible Preferred Stock of the US Borrower.

         Security Documents. Collectively, the Canadian Security Documents and
the US Security Documents, and all other instruments and documents required to
be executed and/or delivered pursuant to any of the Security Documents.

         Security Documents Amendment. The Omnibus Amendment of US Security
Documents and Joinder dated as of the Closing Date among the US Borrower, the US
Guarantors, GWIC and the Administrative Agent in form and substance satisfactory
to the Administrative Agent.

         Solvent. See (Section)8.5.2.

         S&P. Standard & Poor's Ratings Group.

         St. Lawrence & Atlantic Railroad (Quebec) Inc. A company existing under
the laws of the Province of Quebec, Canada.

         STB. The Surface Transportation Board (the entity which succeeded to
the function and duties of the Interstate Commerce Commission) or any
governmental authority(ies) which succeeds to the function or duties of the
Surface Transportation Board or any portion thereof.

         Subsidiary. Any corporation, association, trust, or other business
entity of which the designated parent shall at any time own directly or
indirectly through a Subsidiary or Subsidiaries at least a majority (by number
of votes) of the outstanding Voting Stock.

         Swingline Lender. Fleet in its capacity as lender of Swingline Loans
hereunder.

         Swingline Loan. Any loan made by the Swingline Lender to the US
Borrower pursuant to (Section)2.7.1 hereof.

         Swingline Expiry Date. The date which is five (5) US Business Days
prior to the Maturity Date.

         Swingline Exposure. At any time, the aggregate principal amount of all
Swingline Loans outstanding at such time. The Swingline Exposure of any Lender
at any time shall be its Commitment Percentage of the total Swingline Exposure
at such time.

         Swingline Loan Request. See (Section)2.7.2.

         Swingline Sublimit. $15,000,000.

         Syndication Agents. See preamble.

         Taxes. Any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any foreign, federal, state,
regional, local, municipal or other government, or any department, commission,
board, bureau, agency, public authority or instrumentality thereof, or any court
or arbitrator.
<PAGE>
                                      -23-

         Total Commitment. The sum of the Commitments of the Lenders, as in
effect from time to time.

         Total Revolver Exposure. At any time, the sum of the outstanding
Revolving Credit Loans, Letter of Credit Obligations and Swingline Loans.

         Type. As to any Revolving Credit Loan, its nature as a Base Rate Loan
or a LIBOR Rate Loan.

         Uniform Customs. With respect to any Letter of Credit, the Uniform
Customs and Practice for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500 or any successor version thereto adopted
by the Issuing Lender in the ordinary course of its business as a letter of
credit issuer and in effect at the time of issuance of such Letter of Credit.

         Unpaid Reimbursement Obligation. Any Reimbursement Obligation for which
the US Borrower does not reimburse the Issuing Lender and the Lenders on the
date specified in, and in accordance with, (Section)5.2.

         Unrestricted Subsidiaries. The Subsidiaries of the Borrowers as
reflected in Schedule 8.16 hereto. The Borrowers shall not have the right to
change the status of an Unrestricted Subsidiary to a Restricted Subsidiary
unless such Subsidiary (a) is a US or Canadian Subsidiary of a Borrower or
Restricted Subsidiary and (b) (i) shall become a Guarantor hereunder and all
tangible and intangible assets of such Unrestricted Subsidiary (other than such
Subsidiary's Real Estate) shall be pledged by the applicable Subsidiary to the
Administrative Agent as security for such Subsidiary's guaranty pursuant to the
applicable Security Documents or (ii) fits within the exception set forth in the
last sentence of (Section)9.14.

         US Borrower. See preamble.

         US Business Day. Any day on which banking institutions in Boston,
Massachusetts and New York, New York, are open for the transaction of banking
business and, in the case of LIBOR Rate Loans, also a day which is a LIBOR
Business Day.

         US Guaranteed Obligations. See (Section)7.1.

         US Guarantors. See preamble.

         US Obligations. All indebtedness, obligations and liabilities of the US
Borrower to the Lenders (including the Swingline Lender and the Issuing Lender)
and the Administrative Agent individually or collectively existing on the date
of this Credit Agreement or arising thereafter (a) under or in respect of or in
connection with any of the Revolving Credit Notes, Letters of Credit or Letter
of Credit Applications, or Revolving Credit Loans or Swingline Loans made, or
Reimbursement Obligations incurred and including any interest thereon,
Commitment Fees or other fees or expenses in respect thereof, (b) under any
Hedging Agreement between the US Borrower and any Lender (including the
Swingline Lender and the Issuing Lender) or any Lender Affiliate, and (c) all
other obligations under the Loan Documents.

         US Security Agreement. The US Security Agreement, dated as of August
17, 1999, amended by the Security Documents Amendment, among the US Borrower,
the US Guarantors and the Administrative Agent, granting
<PAGE>
                                      -24-

the Administrative Agent a first priority security interest in all the property
of the US Borrower and the US Guarantors as security for all the Obligations
(including the Canadian Obligations).

         US Security Documents. Collectively, the US Security Agreement, the US
Stock Pledge Agreement, the GWI Pledge Agreement, the Emons Pledge Agreement,
the GWIC Stock Pledge Agreement, the Membership Pledge Agreement and all other
instruments and documents including, without limitation, UCC financing
statements, required to be executed or delivered pursuant to any US Security
Document.

         US Stock Pledge Agreement. The US Stock Pledge Agreement dated as of
August 17, 1999, as amended by the Security Documents Amendment, among GWI, the
US Guarantors and the Administrative Agent, pledging 100% of GWI's equity
interest in the US Guarantors, and 100% of the US Guarantors' owned equity
interests to the Administrative Agent, as security for all the Obligations
(including the Canadian Obligations).

         Voting Stock. Stock or similar interests, of any class or classes
(however designated), the holders of which are at the time entitled, as such
holders, to vote for the election of a majority of the directors (or persons
performing similar functions) of the corporation, association, trust or other
business entity involved, whether or not the right so to vote exists by reason
of the happening of a contingency.

         WPR. Willamette & Pacific Railroad, Inc., a New York corporation.

         Website Posting. See (Section)21.

         1.2. RULES OF INTERPRETATION.

                  (a)      A reference to any document or agreement shall
         include such document or agreement as amended, modified or supplemented
         from time to time in accordance with its terms and the terms of this
         Credit Agreement.

                  (b)      The singular includes the plural and the plural
         includes the singular.

                  (c)      A reference to any law includes any amendment or
         modification to such law.

                  (d)      A reference to any Person includes its permitted
         successors and permitted assigns.

                  (e)      Accounting terms not otherwise defined herein have
         the meanings assigned to them by generally accepted accounting
         principles applied on a consistent basis by the accounting entity to
         which they refer.

                  (f)      The words "include", "includes" and "including" are
         not limiting.

                  (g)      All terms not specifically defined herein or by
         generally accepted accounting principles, which terms are defined in
         the Uniform Commercial Code as in effect in the State of New York, have
         the meanings assigned to them therein, with the term "instrument" being
         that defined under Article 9 of the Uniform Commercial Code.
<PAGE>
                                      -25-

                  (h)      Reference to a particular " (Section)" refers to that
         section of this Credit Agreement unless otherwise indicated.

                  (i)      The words "herein", "hereof", "hereunder" and words
         of like import shall refer to this Credit Agreement as a whole and not
         to any particular section or subdivision of this Credit Agreement.

                  (j)      Unless otherwise expressly indicated, in the
         computation of periods of time from a specified date to a later
         specified date, the word "from" means "from and including," the words
         "to" and "until" each mean "to but excluding," and the word "through"
         means "to and including."

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

                  (l)      This Credit Agreement and the other Loan Documents
         are the result of negotiation among, and have been reviewed by counsel
         to, among others, the Administrative Agent and the Borrowers and are
         the product of discussions and negotiations among all parties.
         Accordingly, this Credit Agreement and the other Loan Documents are not
         intended to be construed against any party merely on account of such
         party's involvement in the preparation of such documents.

                       2. THE REVOLVING CREDIT FACILITIES.

         2.1. COMMITMENT TO LEND. Subject to the terms and conditions set forth
in this Credit Agreement, each of the Lenders severally agrees (a) on the
Closing Date, to convert the revolving credit loans and letters of credit
outstanding under the Prior Credit Agreement, if any, to Revolving Credit Loans
and Letters of Credit under this Credit Agreement and (b) to lend to the US
Borrower and the US Borrower may borrow, repay, and reborrow from time to time
between the Closing Date and the Maturity Date upon notice by the US Borrower to
the Administrative Agent given in accordance with (Section)2.6, such sums as are
requested by the US Borrower up to a maximum aggregate principal amount
outstanding (after giving effect to all amounts requested) at any one time equal
to such Lender's Commitment (as such Commitment has been deemed to be reduced by
such Lender's Swingline Exposure), minus the amount of such Lender's Commitment
Percentage of the Letter of Credit Obligations; provided, that the Total
Revolver Exposure (after giving effect to all amounts requested) does not exceed
the Total Commitment. The Revolving Credit Loans shall be made pro rata in
accordance with each Lender's Commitment Percentage. Each request for a
Revolving Credit Loan hereunder shall constitute a representation and warranty
by the US Borrower that the conditions set forth in (Section)12 and (Section)13
hereof, in the case of the initial Revolving Credit Loans to be made on the
Closing Date, and (Section)13 hereof, in the case of all other Revolving Credit
Loans, have been satisfied on the date of such request.

         2.2. COMMITMENT FEE. The US Borrower hereby agrees to pay to the
Administrative Agent for the accounts of the Lenders in accordance with their
respective Commitment Percentages, a commitment fee (the "Commitment Fee") at
the applicable Commitment Fee Rate per annum on the average daily amount during
each calendar quarter or portion thereof from the Closing Date to the Maturity
Date by which the Total Commitment exceeds the sum of the outstanding Revolving
Credit Loans and the Letter of Credit Obligations. The Commitment Fees
<PAGE>
                                      -26-

shall be payable quarterly in arrears within three days of the last day of each
calendar quarter for the immediately preceding calendar quarter commencing on
the first such date following the Closing Date, with a final payment on the
Maturity Date or any earlier date on which the applicable Commitments shall
terminate.

         2.3. REDUCTION OF COMMITMENTS. The US Borrower shall have the right at
any time and from time to time upon three (3) US Business Days prior written
notice to the Administrative Agent to reduce by $5,000,000 or a whole multiple
of $1,000,000 in excess thereof or to terminate entirely the Total Commitment,
whereupon the Commitments of the Lenders shall be reduced pro rata in accordance
with their respective Commitment Percentages of the amount specified in such
notice or, as the case may be, terminated. Promptly after receiving any notice
of the US Borrower delivered pursuant to this (Section)2.3, the Administrative
Agent will notify the Lenders of the substance thereof. No reduction or
termination of the Commitments may be reinstated.

         2.4. THE REVOLVING CREDIT NOTES. The Revolving Credit Loans shall be
evidenced by separate promissory notes of the US Borrower in substantially the
form of Exhibit A hereto (each a "Revolving Credit Note"), dated as of the
Closing Date (or other such date on which a Lender may become a party hereto in
accordance with (Section)20 hereof) and completed with appropriate insertions.
One Revolving Credit Note shall be payable to the order of each Lender in a
principal amount equal to such Lender's Commitment on the Closing Date. The US
Borrower irrevocably authorizes each Lender to make or cause to be made, at or
about the time of the Drawdown Date of any Revolving Credit Loan or at the time
of receipt of any payment of principal on such Lender's Revolving Credit Notes,
an appropriate notation on such Lender's Note Record reflecting the making of
such Revolving Credit Loan or (as the case may be) the receipt of such payment.
The outstanding amount of the Revolving Credit Loans set forth on such Lender's
Note Record shall be prima facie evidence of the principal amount thereof owing
and unpaid to such Lender, but the failure to record, or any error in so
recording, any such amount on such Lender's Note Record shall not limit or
otherwise affect the obligations of the US Borrower hereunder or under any
Revolving Credit Notes to make payments of principal of or interest on any
Revolving Credit Notes when due.

         2.5. INTEREST ON REVOLVING CREDIT LOANS. Except as otherwise provided
in (Section)6.10:

                  (a)      Each Revolving Credit Loan shall bear interest for
         the period commencing with the Drawdown Date thereof and ending on the
         last day of the Interest Period with respect thereto at a rate per
         annum equal to (i) the Base Rate plus the Applicable Margin with
         respect to Base Rate Loans as in effect from time to time or (ii) the
         LIBOR Rate determined for such Interest Period plus the Applicable
         Margin with respect to LIBOR Rate Loans as in effect from time to time.

                  (b)      The US Borrower promises to pay interest on the
         outstanding amount of its Revolving Credit Loans on each Interest
         Payment Date with respect thereto.

         2.6. REQUESTS FOR REVOLVING CREDIT LOANS. The US Borrower shall give to
the Administrative Agent written notice in the form of Exhibit C-1 hereto (or
telephonic notice confirmed in a writing in the form of Exhibit C-1 hereto) of
each Revolving Credit Loan requested hereunder (a "Revolving Credit Loan
Request") not later than (a) one (1) US Business Day prior to any Drawdown Date
of any Base Rate Loan or (b) three (3) LIBOR Business Days prior to any Drawdown
Date of any LIBOR Rate Loan. Each such notice shall specify (i) the principal
amount of the Revolving Credit Loan requested, (ii) the proposed Drawdown Date
of
<PAGE>
                                      -27-

such Revolving Credit Loan, (iii) the Interest Period for such Revolving Credit
Loan, and (iv) the Type of such Revolving Credit Loan. Promptly upon receipt of
any such notice, the Administrative Agent shall notify each of the Lenders
thereof. Each such notice shall be irrevocable and binding on the US Borrower
and shall obligate the US Borrower to accept the requested Revolving Credit Loan
on the proposed Drawdown Date thereof. Each Revolving Credit Loan Request shall
be in a minimum aggregate amount of $500,000 or an integral multiple thereof.

         2.7. THE SWINGLINE.

                  2.7.1. SWINGLINE LOANS. Subject to the terms and conditions
         hereinafter set forth, upon notice by the US Borrower made to the
         Swingline Lender in accordance with (Section)2.7.2 hereof, the
         Swingline Lender agrees to lend to the US Borrower Swingline Loans on
         any US Business Day prior to the Swingline Expiry Date in an aggregate
         principal amount not to exceed the Swingline Sublimit. Each Swingline
         Loan shall be in a minimum amount equal to $500,000 or a multiple of
         $100,000 in excess thereof. Notwithstanding any other provisions of
         this Credit Agreement and in addition to the limit set forth above, at
         no time shall the Total Revolver Exposure exceed the Total Commitment
         at such time. The Swingline Loans are being made for the administrative
         convenience of the US Borrower, the Swingline Lender and the Lenders.
         Notwithstanding any other provisions of this Credit Agreement, the
         Swingline Lender shall not advance any Swingline Loans after it has
         received notice from any Lender or the Administrative Agent that a
         Default or Event of Default has occurred and is continuing and stating
         that no new Swingline Loans are to be made until such Default or Event
         of Default has been cured or waived in accordance with the provisions
         of this Credit Agreement. The Swingline Lender shall not be obligated
         to make any Swingline Loans at any time when any Lender is a Delinquent
         Lender unless the Swingline Lender has entered into arrangements
         satisfactory to it to eliminate the Swingline Lender's risk with
         respect to such Delinquent Lender, including by cash collateralizing
         such Delinquent Lender's Commitment Percentage of the outstanding
         Swingline Loans and any such additional Swingline Loans to be made.
         Within the foregoing limits and subject to the terms and conditions set
         forth herein, the US Borrower may borrow, prepay and reborrow Swingline
         Loans.

                  2.7.2. REQUEST FOR SWINGLINE LOANS. To request a Swingline
         Loan, the US Borrower shall send to the Administrative Agent and the
         Swingline Lender written notice in the form of Exhibit C-2 hereto (or
         telephonic notice confirmed in a writing in the form of Exhibit C-2
         hereto) of each Swingline Loan requested hereunder (a "Swingline Loan
         Request") not later than 1:00 p.m. (Eastern time) on the proposed
         Drawdown Date of any Swingline Loan. Each such Swingline Loan Request
         shall set forth the principal amount of the proposed Swingline Loan and
         the Drawdown Date of such Swingline Loan. Each Swingline Loan Request
         shall be irrevocable and binding on the US Borrower and shall obligate
         the US Borrower to borrow the Swingline Loan from the Swingline Lender
         on the proposed Drawdown Date thereof. The Administrative Agent will
         promptly advise the Swingline Lender of any such notice received from
         the US Borrower. Upon satisfaction of the applicable conditions set
         forth in this Credit Agreement, on the proposed Drawdown Date the
         Swingline Lender shall make the Swingline Loan available to the US
         Borrower no later than 3:00 p.m. (Eastern time) on the proposed
         Drawdown Date by crediting the amount of the Swingline Loan to the
         general deposit account of the US Borrower maintained with the
         Swingline Lender.
<PAGE>
                                      -28-

                  2.7.3. BORROWINGS TO REPAY SWINGLINE LOANS. The US Borrower,
         absolutely, irrevocably and unconditionally promises to pay on the
         Swingline Expiry Date in full the outstanding principal balance of all
         Swingline Loans. The US Borrower may prepay the Swingline Loans at any
         time without penalty or premium. In addition, the Swingline Lender may,
         on any US Business Day, in its sole discretion, demand repayment of the
         Swingline Loans and the Administrative Agent shall give notice to the
         Lenders that the outstanding Swingline Loans shall be funded with a
         borrowing of Revolving Credit Loans (provided that each such notice
         shall be deemed to have been automatically given upon the occurrence of
         a Default or Event of Default under (Section)14.1(g) or (h) or upon the
         exercise of remedies provided in the last paragraph of (Section)14.1),
         in which case each of the Lenders shall make Revolving Credit Loans
         constituting Base Rate Loans to the US Borrower, on the next succeeding
         US Business Day following such notice, in an amount equal to such
         Lender's Commitment Percentage of the aggregate amount of all Swingline
         Loans outstanding to the US Borrower. The proceeds thereof shall be
         applied directly to the Swingline Lender to repay the Swingline Lender
         for such outstanding Swingline Loans. Each Lender hereby absolutely,
         unconditionally and irrevocably agrees to make such Revolving Credit
         Loans upon one US Business Day's notice as set forth above,
         notwithstanding (a) that the amount of such Revolving Credit Loan may
         not comply with the applicable minimums otherwise required hereunder,
         (b) the failure of the US Borrower to meet the conditions set forth in
         (Sections)12 or 13 hereof, (c) the occurrence or continuance of a
         Default or an Event of Default hereunder, (d) the date of such
         Revolving Credit Loan, and (e) the amount of, or termination of, the
         Total Commitment at such time. In the event that it is impracticable
         for such Revolving Credit Loan to be made for any reason on the date
         otherwise required above (including as a result of the commencement of
         a proceeding under the federal Bankruptcy Code in respect of either of
         the Borrowers or any of the Restricted Subsidiaries), then each Lender
         hereby agrees that it shall forthwith purchase (as of the date such
         Revolving Credit Loan would have been made, but adjusted for any
         payments received from the US Borrower on or after such date and prior
         to such purchase) from the Swingline Lender, and the Swingline Lender
         shall sell to each Lender, such participations in the Swingline Loans
         (including all accrued and unpaid interest thereon) outstanding as
         shall be necessary to cause the Lenders to share in such Swingline
         Loans pro rata based on their respective Commitment Percentages
         (without regard to any termination of the Total Commitment hereunder)
         by making available to the Swingline Lender an amount equal to such
         Lender's participation in the Swingline Loans; provided that (x) all
         interest payable on the Swingline Loans shall be for the account of the
         Swingline Lender as a funding and administrative fee until the date as
         of which the respective participation is purchased, and (y) at the time
         any purchase of such participation is actually made, the purchasing
         Lender shall be required to pay the Swingline Lender interest on the
         principal amount of the participation so purchased for each day from
         and including the date such Revolving Credit Loan would otherwise have
         been made until the date of payment for such participation at the rate
         of interest in effect applicable to Base Rate Loans during such period.

                  2.7.4. EVIDENCE OF SWINGLINE LOAN OBLIGATIONS. The Swingline
         Lender shall maintain in accordance with its usual practice an account
         or accounts evidencing the indebtedness of the US Borrower to the
         Swingline Lender resulting from each Swingline Loan made by the
         Swingline Lender, including the amounts of principal and interest
         payable and paid to the Swingline Lender from time to time hereunder.
         The outstanding amount of the Swingline Loans set forth on such
         accounts shall be prima facie evidence of the principal amount thereof
         owing and unpaid to the Swingline Lender, but the failure
<PAGE>
                                      -29-

         to record, or any error in so recording, any such amount on such
         accounts shall not limit or otherwise affect the actual amount of the
         obligations of the US Borrower hereunder to make payments of principal
         of or interest on the Swingline Loans when due.

                  2.7.5. INTEREST ON SWINGLINE LOANS. Except as otherwise
         provided in (Section)6.10, each Swingline Loan shall bear interest from
         the Drawdown Date thereof until repaid in full or converted into a
         Revolving Credit Loan at the rate per annum equal to the Base Rate plus
         the Applicable Margin as in effect from time to time. Swingline Loans
         may not be converted into LIBOR Rate Loans. The US Borrower promises to
         pay interest on the outstanding amount of its Swingline Loans on each
         Interest Payment Date with respect thereto.

         2.8. US BORROWER'S CONVERSION OPTIONS; CONTINUATION OF LOANS.

                  2.8.1. CONVERSION TO DIFFERENT TYPE OF REVOLVING CREDIT LOAN.
         The US Borrower may elect from time to time to convert any outstanding
         Revolving Credit Loan to a Revolving Credit Loan of another Type,
         provided that (a) with respect to any such conversion of a LIBOR Rate
         Loan to a Base Rate Loan, the US Borrower shall give the Administrative
         Agent at least one (1) US Business Day prior written notice of such
         election; (b) with respect to any such conversion of a Base Rate Loan
         to a LIBOR Rate Loan, the US Borrower shall give the Administrative
         Agent at least three (3) LIBOR Business Days prior written notice of
         such election; (c) with respect to any such conversion of a LIBOR Rate
         Loan into a Base Rate Loan, such conversion shall only be made on the
         last day of the Interest Period with respect thereto; (d) no Base Rate
         Loan may be converted into a LIBOR Rate Loan when a Payment Event of
         Default or an Event of Default under (Section)14.1 (g) or (h) has
         occurred and is continuing; and (e) no more than ten (10) LIBOR Rate
         Loans having different Interest Periods may be outstanding at any time.
         On the date on which such conversion is being made, each Lender shall
         take such action as is necessary to transfer its Commitment Percentage
         of such Revolving Credit Loans to its Domestic Lending Office or its
         LIBOR Lending Office, as the case may be. All or any part of
         outstanding Revolving Credit Loans of any Type may be converted into a
         Revolving Credit Loan of another Type as provided herein, provided that
         any partial conversion shall be in an aggregate principal amount of
         $500,000 or a whole multiple thereof. Each Conversion Request relating
         to the conversion of a Revolving Credit Loan to a LIBOR Rate Loan shall
         be irrevocable by the US Borrower.

                  2.8.2. CONTINUATION OF TYPE OF REVOLVING CREDIT LOAN. Any
         Revolving Credit Loan of any Type may be continued by the US Borrower
         as a Revolving Credit Loan of the same Type upon the expiration of an
         Interest Period with respect thereto by compliance by the US Borrower
         with the notice provisions contained in (Section)2.8.1; provided that
         no LIBOR Rate Loan may be continued as such when a Payment Event of
         Default or an Event of Default under (Section)14.1 (g) or (h) has
         occurred and is continuing, but shall be automatically converted to a
         Base Rate Loan on the last day of the first Interest Period relating
         thereto ending during the continuance of such an Event of Default of
         which officers of the Administrative Agent active upon the US
         Borrower's account have actual knowledge. In the event that the US
         Borrower fails to provide any such notice with respect to the
         continuation of any LIBOR Rate Loan as such, then such LIBOR Rate Loan
         shall be automatically continued with an Interest Period of one month
         on the last day of the first Interest Period relating thereto. The
         Administrative Agent shall notify the
<PAGE>
                                      -30-

         Lenders promptly when any such automatic continuation contemplated by
         this (Section)2.8 is scheduled to occur.

                  2.8.3. LIBOR RATE LOANS. Any conversion by the US Borrower to
         or from LIBOR Rate Loans shall be in such amounts and be made pursuant
         to such elections so that, after giving effect thereto, the aggregate
         principal amount of all LIBOR Rate Loans having the same Interest
         Period shall not be less than $500,000 or a whole multiple of $500,000.

         2.9. FUNDS FOR REVOLVING CREDIT LOANS.

                  2.9.1. FUNDING PROCEDURES. Not later than 2:00 p.m. (Boston
         time) on the proposed Drawdown Date of any Revolving Credit Loan, each
         of the Lenders will make available to the Administrative Agent at its
         head office, in immediately available funds, the amount of such
         Lender's Commitment Percentage of such Revolving Credit Loans made or
         to be made on such date. Upon receipt from each Lender of such amount,
         and upon receipt of the documents required by (Sections)12 (with
         respect to Revolving Credit Loans to be made on the Closing Date) and
         13 hereof and the satisfaction of the other conditions set forth
         herein, to the extent applicable, the Administrative Agent will make
         available to the US Borrower the aggregate amount of such Revolving
         Credit Loans made available to the Administrative Agent by the Lenders.
         The failure or refusal of any Lender to make available to the
         Administrative Agent at the aforesaid time and place on any Drawdown
         Date the amount of its Commitment Percentage of the requested Revolving
         Credit Loans shall not relieve any other Lender from its several
         obligation hereunder to make available to the Administrative Agent the
         amount of such other Lender's Commitment Percentage of any requested
         Revolving Credit Loans. In the event that the Administrative Agent
         becomes aware of any Lender's failure to make available the amount of
         its Commitment Percentage of any requested Revolving Credit Loan, the
         Administrative Agent shall notify the US Borrower of the identity of
         such Lender and the amount such Lender has not made available to the
         Administrative Agent.

                  2.9.2. ADVANCES BY ADMINISTRATIVE AGENT. The Administrative
         Agent may, unless notified to the contrary by any Lender prior to a
         Drawdown Date of a Revolving Credit Loan, assume that such Lender has
         made available to the Administrative Agent on such Drawdown Date the
         amount of such Lender's Commitment Percentage of the Revolving Credit
         Loans to be made on such Drawdown Date, and the Administrative Agent
         may (but it shall not be required to), in reliance upon such
         assumption, make available to the US Borrower a corresponding amount.
         If any Lender makes available to the Administrative Agent such amount
         on a date after such Drawdown Date, such Lender shall pay to the
         Administrative Agent on demand an amount equal to the product of (a)
         the average computed for the period referred to in clause (c) below, of
         the Federal Funds Effective Rate, times (b) the amount of such Lender's
         Commitment Percentage of such Revolving Credit Loans, times (c) a
         fraction, the numerator of which is the number of days that shall have
         elapsed from and including such Drawdown Date to the date on which the
         amount of such Lender's Commitment Percentage of such Revolving Credit
         Loans shall become immediately available to the Administrative Agent,
         and the denominator of which is 360. A statement of the Administrative
         Agent submitted to such Lender with respect to any amounts owing under
         this paragraph shall be prima facie evidence of the amount due and
         owing to the Administrative Agent by such Lender. If the amount of such
         Lender's Commitment Percentage of such Revolving Credit Loans is
<PAGE>
                                      -31-

         not made available to the Administrative Agent by such Lender within
         three (3) US Business Days following such Drawdown Date, the
         Administrative Agent shall be entitled to recover such amount from the
         US Borrower on demand, with interest thereon at the rate per annum
         applicable to the Revolving Credit Loans made on such Drawdown Date.

                           3. THE CANADIAN TERM LOAN.

         3.1. COMMITMENT TO LEND. Subject to the terms and conditions set forth
in this Credit Agreement, each Lender agrees to lend Canadian Dollars to the
Canadian Borrower on the Closing Date in the amount of its Commitment Percentage
of the principal amount of the Canadian Dollar Equivalent of $27,000,000 (the
"Canadian Term Loan").

         3.2. CANADIAN TERM NOTES. The Canadian Term Loan shall be evidenced by
separate promissory notes of the Canadian Borrower in substantially the form of
Exhibit B hereto (a "Canadian Term Note"), dated the Closing Date (or such other
date on which a Lender may become a party hereto in accordance with (Section)20
hereof) and completed with appropriate insertions. One Canadian Term Note shall
be payable to the order of each Lender in a principal amount equal to such
Lender's Commitment Percentage of the Canadian Term Loan and representing the
Obligation of the Canadian Borrower to pay to such Lender such principal amount,
plus interest accrued thereon, as set forth below. The Canadian Borrower
irrevocably authorizes each Lender to make or cause to be made a notation on
such Lender's Note Record reflecting the original principal amount of such
Lender's Commitment Percentage of the Canadian Term Loan and, at or about the
time of such Lender's receipt of any principal payment on such Lender's Canadian
Term Note, an appropriate notation on such Lender's Note Record reflecting such
payment. The aggregate unpaid amount set forth on such Lender's Note Record
shall be prima facie evidence of the principal amount thereof owing and unpaid
to such Lender, but the failure to record, or any error in so recording, any
such amount on such Lender's Note Record shall not affect the obligations of the
Canadian Borrower hereunder or under any Canadian Term Note to make payments of
principal of and interest on any Canadian Term Note when due.

         3.3. SCHEDULE OF INSTALLMENT PAYMENTS OF PRINCIPAL OF CANADIAN TERM
LOAN.

                  3.3.1. INSTALLMENT PAYMENTS. The Canadian Borrower promises to
         pay to the Administrative Agent for the account of the Lenders, in
         accordance with their respective Commitment Percentages, the principal
         amount of the Canadian Term Loan in twenty (20) consecutive quarterly
         installments as set forth below:

<TABLE>
<CAPTION>
                                                          PRINCIPAL AMOUNT OF
            PAYMENT DATE                              EACH QUARTERLY INSTALLMENT
---------------------------------------------------------------------------------------------
<S>                                           <C>
March 31, 2003 - September 30, 2007           1.25% of the original principal amount in
                                              Canadian Dollars of the Canadian Term Loan
---------------------------------------------------------------------------------------------
           Maturity Date                      An amount equal to (i) 76.25% of the original
                                              principal amount of the Canadian Term Loan,
                                              minus (ii) the amount of any prepayments of
                                              the Canadian Term Loan made pursuant to
                                                             (Section)4.2.
---------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                                      -32-

         Notwithstanding the foregoing mandatory repayment schedule, the Lenders
         and the Canadian Borrower agree that in no event shall the aggregate
         amount of mandatory scheduled repayments of principal of the Canadian
         Term Loan and prepayments under (Section)4.2 exceed twenty-five percent
         (25%) of the original principal amount in Canadian Dollars of the
         Canadian Term Loan during the period commencing on the Closing Date and
         ending on the last date immediately prior to the Maturity Date and the
         Canadian Borrower shall not be obliged to pay any sum to the Lenders in
         excess of such amount prior to the Maturity Date.

                  3.3.2. PAYMENT DATE. Such installments on the Canadian Term
         Loan shall be due and payable on the last Canadian Business Day of each
         quarter after the Closing Date, commencing on March 31, 2003, with a
         final payment on the Maturity Date in an amount equal to the unpaid
         balance of the Canadian Term Loan; provided, that, the scheduled
         payment on the Maturity Date of the Canadian Term Loan shall be not
         less than (a) 76.25% of the original principal amount of the Canadian
         Term Loan, minus (b) the amount of any prepayments of the Canadian Term
         Loan made pursuant to (Sections)4.2 or 4.3.

         3.4. INTEREST ON CANADIAN TERM LOAN. Except as otherwise provided in
(Section)6.10, the outstanding amount of the Canadian Term Loan shall bear
interest at the Canadian LIBOR Rate or, solely pursuant to (Sections)6.4 or 6.5,
the CDOR Rate plus the Applicable Margin for Canadian LIBOR Rate Loans or CDOR
Rate Loans (as the case may be) as in effect from time to time. Interest shall
be payable on each Interest Payment Date with respect thereto and on the
Maturity Date. The Canadian Borrower promises to pay interest on the Canadian
Term Loan from the Closing Date until the Maturity Date in accordance with the
provisions of this (Section)3.4.

         3.5. NOTIFICATION BY CANADIAN BORROWER. The Canadian Borrower shall
notify the Administrative Agent, such notice to be irrevocable, at least three
(3) LIBOR Business Days prior to the Drawdown Date of the Canadian Term Loan of
the Interest Period for the Canadian Term Loan. After the Canadian Term Loan has
been made, so long as the provisions of (Sections)6.4 or 6.5 do not apply, the
Canadian Borrower shall deliver to the Administrative Agent at least three (3)
LIBOR Business Days prior to the last day of any Interest Period applicable to
the Canadian Term Loan, a Continuation Request in substantially the form of
Exhibit C-3 attached hereto specifying the next subsequent Interest Period for
the Canadian Term Loan.

         3.6. INTEREST PERIODS. No Interest Period relating to the Canadian Term
Loan or any portion thereof bearing interest at the Canadian LIBOR Rate shall
extend beyond the date on which the regularly scheduled installment payments of
the principal of the Canadian Term Loan is to be made, unless a portion of the
Canadian Term Loan at least equal to such installment payments has an Interest
Period ending on such date.

                        4. MANDATORY PREPAYMENT OF LOANS.

         4.1. MATURITY OF LOANS. The Canadian Term Loan and the Revolving Credit
Loans shall be absolutely due and payable on the Maturity Date. The US Borrower
hereby promises to pay to the Administrative Agent (a) for the pro rata accounts
of the Lenders all of the outstanding Revolving Credit Loans, together with any
and all accrued and unpaid interest thereon on the Maturity Date. The Canadian
Borrower hereby promises to pay to the Administrative Agent for the pro rata
accounts of the Lenders, the outstanding Canadian Term Loan, together with any
and all accrued and unpaid interest thereon, on the Maturity Date.
<PAGE>
                                      -33-

         4.2. MANDATORY PAYMENTS OF LOANS.

                  4.2.1. MANDATORY REPAYMENTS OF LOANS. If at any time for any
         reason the Total Revolver Exposure exceeds the Total Commitment, then
         the US Borrower shall immediately pay the amount of such excess to the
         Administrative Agent for the respective accounts of the Swingline
         Lender or as the case may be, the Lenders for application in the order
         prescribed in (Section)4.2.6.

                  4.2.2. MANDATORY PREPAYMENTS FROM ASSET SALES AND
         DISPOSITIONS.

                           (a)      The US Borrower shall (i) concurrently with
         each delivery of a Compliance Certificate pursuant to (Section)9.4(c)
         hereof, deliver to the Administrative Agent and the Lenders a statement
         certified by the principal financial or accounting officer of the US
         Borrower setting forth (A) the aggregate gross consideration for all
         sales or other dispositions of any assets or group of related assets
         (excluding assets sold or disposed of in the ordinary course of
         business and assets sold in connection with sale/leaseback transactions
         permitted under (Section)10.6) of the US Borrower and any US Guarantor
         during the most recently ended fiscal quarter where such asset sale or
         disposition is either permitted pursuant to (Section)10.5.2 or is
         previously consented to in writing by the Required Lenders and (B) in
         reasonable detail, a computation of the aggregate Net Cash Proceeds
         from such asset sales and dispositions and the deductions taken to
         arrive at such Net Cash Proceeds, and (ii) unless within 180 days of
         such sale or disposition, the US Borrower or a US Guarantor, as the
         case may be, shall have applied such proceeds to purchase Capital
         Assets or to repair, refurbish, construct or otherwise enhance any
         assets to be used by the US Borrower or such US Guarantor in its
         respective business (such purchase and enhancement referred to herein
         as an "Asset Reinvestment") and shall have granted to the
         Administrative Agent a first priority perfected Lien on such purchased
         assets to secure the US Obligations, within two (2) US Business Days of
         delivery of the statement referred to above, prepay the Loans and
         Reimbursement Obligations in accordance with (Section)4.2.6 in an
         amount equal to one hundred percent (100%) of all Net Cash Proceeds.

                           (b)      The Canadian Borrower shall (i) concurrently
         with each delivery of a Compliance Certificate pursuant to
         (Section)9.4(c) hereof, deliver to the Administrative Agent and the
         Lenders a statement certified by the principal financial or accounting
         officer of the Canadian Borrower setting forth (A) the aggregate gross
         consideration for all sales and other dispositions of any assets or
         group of related assets (other than assets sold or disposed of in the
         ordinary course of business and assets sold in connection with
         sale/leaseback transactions permitted under (Section)10.6) of the
         Canadian Borrower or any Canadian Guarantor during the most recently
         ended fiscal quarter where such asset sale or disposition is either
         permitted pursuant to (Section)10.5.2 or is previously consented to in
         writing by the Required Lenders and (B) in reasonable detail, a
         computation of the aggregate Net Cash Proceeds from such asset sales
         and other dispositions and the deductions taken to arrive at such Net
         Cash Proceeds, and (ii) elect an option in accordance with
         (Section)4.2.6 with regard to the application of such Net Cash
         Proceeds.

                  4.2.3. MANDATORY PREPAYMENTS FROM EQUITY SALES.

                           (a)      In the event that the US Borrower or any US
         Guarantor shall after the Closing Date sell or issue any shares of its
         Capital Stock (other than (i) stock options awarded to employees and
         directors pursuant to incentive compensation plans
<PAGE>
                                      -34-

         operated by the US Borrower involving not more than 25% of the common
         stock of the US Borrower and (ii) Capital Stock issued to finance
         Permitted Acquisitions), where such sale or issuance is permitted
         herein or previously consented to in writing by the Required Lenders or
         all of the Lenders, as applicable, in accordance with (Section)10.5.2,
         then as soon as practicable and in any event within thirty (30) days
         after the sale or issuance of such new equity, the US Borrower shall
         prepay the Loans and Reimbursement Obligations in accordance with
         (Section)4.2.6 in an amount equal to one hundred percent (100%) of the
         Net Cash Proceeds to the US Borrower or such Restricted Subsidiary of
         the US Borrower of such sale or issuance of new equity.

                           (b)      In the event that the Canadian Borrower or
         any of the Canadian Guarantors shall after the Closing Date sell or
         issue any shares of its Capital Stock (other than Capital Stock issued
         to finance Permitted Acquisitions), where such sale is permitted herein
         or previously consented to in writing by the Required Lenders or all of
         the Lenders, as applicable, in accordance with (Section)10.5.2, then as
         soon as practicable the Canadian Borrower shall elect an option with
         regard to the application of such Net Cash Proceeds of such sale or
         issuance of new equity in accordance with (Section)4.2.6.

                  4.2.4. MANDATORY PREPAYMENTS FROM DEBT OFFERINGS.

                           (a)      In the event that the US Borrower or any US
         Guarantor shall after the Closing Date incur any Indebtedness for
         borrowed money not otherwise permitted under (Section)10.1 hereof where
         the incurrence of such Indebtedness is previously consented to in
         writing by the Required Lenders, then simultaneously with receipt by
         the US Borrower or such Restricted Subsidiary of the Net Cash Proceeds
         of such debt issuance, the US Borrower shall prepay the Loans and
         Reimbursement Obligations in accordance with (Section)4.2.6 in an
         amount equal to the Net Cash Proceeds of such debt issuance.

                           (b)      In the event that the Canadian Borrower or
         any of the Canadian Guarantors shall after the Closing Date incur any
         Indebtedness for borrowed money not otherwise permitted under
         (Section)10.1 hereof where the incurrence of such Indebtedness is
         previously consented to in writing by the Required Lenders, then the
         Canadian Borrower shall elect an option with regard to the application
         of such Net Cash Proceeds of such debt issuance in accordance with
         (Section)4.2.6.

                  4.2.5. INSURANCE PROCEEDS. (a) Concurrently with the receipt
         by the US Borrower or any US Guarantor of Net Cash Proceeds in excess
         of $500,000 in the aggregate received from Casualty Events by the US
         Borrower or any US Guarantor which have not been committed by the US
         Borrower or such US Guarantor within 180 days of receipt of such Net
         Cash Proceeds to the repair or replacement of the property so damaged,
         destroyed or taken, or, if so committed, such repair or replacement of
         the property so damaged, destroyed or taken shall have not commenced
         within 270 days of receipt of such proceeds pursuant to such binding
         written contract (provided, however, if an Event of Default has
         occurred and is continuing, such proceeds shall be immediately paid to
         the Administrative Agent for application in accordance with
         (Section)4.2.6) the US Borrower shall prepay the Loans and
         Reimbursement Obligations in accordance with (Section)4.2.6 in an
         amount equal to one hundred percent (100%) of such Net Cash Proceeds.
<PAGE>
                                      -35-

                  (b) Concurrently with the receipt by the Canadian Borrower or
         any of the Canadian Guarantors of Net Cash Proceeds in excess of
         $250,000 in the aggregate received from Casualty Events by the Canadian
         Borrower or any of the Canadian Guarantors which have not been
         committed by the Canadian Borrower or such Canadian Guarantor within
         180 days of receipt of such Net Cash Proceeds to the repair or
         replacement of the property so damaged, destroyed or taken, or, if so
         committed, such repair or replacement of the property so damaged,
         destroyed or taken shall have not commenced within 270 days of receipt
         of such proceeds pursuant to such binding written contract (provided,
         however, if an Event of Default has occurred and is continuing, such
         proceeds shall be immediately paid to the Administrative Agent for
         application in accordance with (Section)4.2.6) the Canadian Borrower
         shall elect an option with regard to the application of such Net Cash
         Proceeds in accordance with (Section)4.2.6.

                  4.2.6. APPLICATION OF REPAYMENTS.

                           (a)      Prior to an Event of Default, all mandatory
         prepayments of the Revolving Credit Loans pursuant to this (Section)4.2
         shall be applied first, to any Unpaid Reimbursement Obligations;
         second, to the Revolving Credit Loans, and third, to the Swingline
         Loans. Each payment of any Unpaid Reimbursement Obligations or
         prepayment of Revolving Credit Loans shall be allocated among the
         Lenders, in proportion, as nearly as practicable, to each Reimbursement
         Obligation or (as the case may be) the respective unpaid principal
         amount of each Lender's Revolving Credit Note, with adjustments to the
         extent practicable to equalize any prior payments or repayments not
         exactly in proportion. The Total Commitment shall not be permanently
         reduced by any mandatory repayments pursuant to this (Section)4.2.

                           (b)      Prior to an Event of Default, the Canadian
         Borrower or the applicable Canadian Guarantor shall, within ninety (90)
         days following the receipt of any Net Cash Proceeds as set forth in
         (Sections)4.2.2(b), 4.2.3(b), 4.2.4(b) or 4.2.5(b), elect to either (i)
         expend or commit such Net Cash Proceeds to the repair, replacement or
         acquisition of new assets to be used in the business carried on by the
         Canadian Borrower or its Restricted Subsidiaries (which assets shall be
         subject to the Lenders' perfected first priority security interest or
         published first-ranking hypothec) or (ii) invest or lend such Net Cash
         Proceeds in Restricted Subsidiaries.

                           (c)      Upon the occurrence or continuation of an
         Event of Default, all mandatory prepayments shall be distributed in
         accordance with (Section)30.

         4.3. OPTIONAL REPAYMENTS OF LOANS.

                  4.3.1. REVOLVING CREDIT LOANS. The US Borrower shall have the
         right, at its election, to repay the outstanding amount of the
         Revolving Credit Loans, as a whole or in part, at any time without
         penalty or premium, provided that, subject to compliance with
         (Section)6.9, any full or partial prepayment of the outstanding amount
         of any Revolving Credit Loan that is a LIBOR Rate Loan pursuant to this
         (Section)4.3.1 may be made on a day other than the last day of the
         Interest Period relating thereto. The US Borrower shall give the
         Administrative Agent, no later than 10:00 a.m., Boston time, at least
         (a) one (1) US Business Day prior written notice of any proposed
         prepayment of a Revolving Credit Loan that is a Base Rate Loan pursuant
         to this (Section)4.3.1, and (b) two (2) LIBOR Business Days prior
         written notice of any proposed prepayment of a Revolving Credit Loan
         that is
<PAGE>
                                      -36-

         a LIBOR Rate Loan pursuant to this (Section)4.3.1, in each case
         specifying the proposed date of prepayment of such Revolving Credit
         Loan and the principal amount to be paid. Each such partial prepayment
         of the Revolving Credit Loan shall be in an integral multiple of
         $500,000 and shall be applied by the Administrative Agent, in the
         absence of instruction by the US Borrower, first to the principal of
         Base Rate Loans and then to the principal of LIBOR Rate Loans. Each
         partial prepayment shall be allocated among the Lenders, in proportion,
         as nearly as practicable, to the respective unpaid principal amount of
         each Lender's Revolving Credit Note being prepaid, with adjustments to
         the extent practicable to equalize any prior repayments not exactly in
         proportion.

                  4.3.2. CANADIAN TERM LOAN. The Canadian Borrower shall have
         the right at any time to prepay the Canadian Term Loan on or before the
         Maturity Date, as a whole, or in part, upon not less than two (2)
         Canadian Business Days prior written notice to the Administrative
         Agent, without premium or penalty, provided that, subject to compliance
         with (Section)6.9, (a) each partial prepayment shall be in an integral
         multiple of Cdn. $500,000, (b) any full or partial portion of the
         Canadian Term Loan bearing interest at the Canadian LIBOR Rate may be
         prepaid pursuant to this (Section)4.3.2 on a day other than the last
         day of the Interest Period relating thereto, and (c) each partial
         prepayment shall be allocated among the Lenders in accordance with such
         Lender's Commitment Percentage. Any prepayment of principal of the
         Canadian Term Loan shall include all interest accrued to the date of
         prepayment and shall be applied against the scheduled installments of
         principal due on the Canadian Term Loan in direct order of maturity. No
         amount repaid with respect to the Canadian Term Loan may be reborrowed.

                              5. LETTERS OF CREDIT.

         5.1. LETTER OF CREDIT COMMITMENTS.

                  5.1.1. COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject to the
         terms and conditions hereof and the execution and delivery by the US
         Borrower of a letter of credit application on the Issuing Lender's
         customary form (a "Letter of Credit Application"), the Issuing Lender
         on behalf of the Lenders and in reliance upon the agreement of the
         Lenders set forth in (Section)5.1.4 and upon the representations and
         warranties of the US Borrower contained herein, agrees, in its
         individual capacity, to issue, extend and renew for the account of the
         US Borrower one or more standby or documentary letters of credit
         (individually, a "Letter of Credit"), in such form as may be requested
         from time to time by the US Borrower and agreed to by the Issuing
         Lender; provided, however, that, after giving effect to such request,
         (a) the outstanding Letter of Credit Obligations does not exceed
         $15,000,000, and (b) the Total Revolver Exposure shall not exceed the
         Total Commitment. Notwithstanding any other provisions of this Credit
         Agreement, the Issuing Lender shall not issue, extend or renew a Letter
         of Credit after it has received notice from any Lender or the
         Administrative Agent that a Default or Event of Default has occurred
         and stating that no Letters of Credit are to be issued, extended or
         renewed until such Default or Event of Default has been cured or waived
         in accordance with the provisions of this Credit Agreement.

                  5.1.2. LETTER OF CREDIT APPLICATIONS. Each Letter of Credit
         Application shall be completed to the satisfaction of the Issuing
         Lender. In the event that any provision of any Letter of Credit
         Application shall be inconsistent with any provision of this Credit
         Agreement, then the provisions of this Credit
<PAGE>
                                      -37-

         Agreement shall, to the extent of any such inconsistency, govern.

                  5.1.3. TERMS OF LETTERS OF CREDIT. Each Letter of Credit
         issued, extended or renewed hereunder shall, among other things, (a)
         provide for the payment of sight drafts for honor thereunder when
         presented in accordance with the terms thereof and when accompanied by
         the documents described therein, (b) subject to clause (c) hereof,
         shall have a term of not more than one (1) year from the date of
         issuance, extension or renewal thereof and (c) have an expiry date no
         later than the date which is five (5) US Business Days prior to the
         Maturity Date. Each Letter of Credit so issued, extended or renewed
         shall be subject to the Uniform Customs or in the case of a standby
         Letter of Credit, either the Uniform Customs or the International
         Standby Practices.

                  5.1.4. REIMBURSEMENT OBLIGATIONS OF LENDERS. Each Lender
         severally agrees that it shall be absolutely liable, without regard to
         the occurrence of any Default or Event of Default or any other
         condition precedent whatsoever, to the extent of such Lender's
         Commitment Percentage, to reimburse the Issuing Lender on demand for
         the amount of each draft paid by the Issuing Lender under each Letter
         of Credit to the extent that such amount is not reimbursed by the US
         Borrower pursuant to (Section)5.2 (such agreement for a Lender being
         called herein the "Letter of Credit Participation" of such Lender).
         Without limiting the foregoing, each Lender's obligation to purchase
         Letter of Credit Participations shall be absolute and unconditional and
         shall not be affected by any circumstance, including (a) any set-off,
         counterclaim, recoupment, defense or other right which such Lender may
         have against the Administrative Agent, the Issuing Lender, the US
         Borrower or any other Person for any reason whatsoever; (b) the
         occurrence and continuation of any Default or Event of Default; (c) any
         adverse change in the condition (financial or otherwise) of the US
         Borrower, any of the US Guarantors or any Lender; (d) any breach of any
         of the Loan Documents by the US Borrower, any of the US Guarantors or
         any Lender; or (e) any other circumstance, happening or event
         whatsoever, whether or not similar to any of the foregoing.

                  5.1.5. PARTICIPATIONS OF LENDERS. Each such payment made by a
         Lender shall be treated as the purchase by such Lender of a
         participating interest in the US Borrower's Reimbursement Obligation
         under (Section)5.2 in an amount equal to such payment. Each Lender
         shall share in accordance with its participating interest in any
         interest which accrues pursuant to (Section)5.2.

         5.2. REIMBURSEMENT OBLIGATION OF THE US BORROWER. In order to induce
the Issuing Lender to issue, extend and renew each Letter of Credit and the
Lenders to participate therein, the US Borrower hereby agrees to reimburse or
pay to the Administrative Agent, for the account of the Issuing Lender or (as
the case may be) the Lenders, with respect to each Letter of Credit issued,
extended or renewed by the Issuing Lender hereunder:

                  (a)      except as otherwise expressly provided in
         (Section)5.2(b) and (c), on each date that any draft presented under
         such Letter of Credit is honored by the Issuing Lender, or the Issuing
         Lender otherwise makes a payment with respect thereto, (i) the amount
         paid by the Issuing Lender under or with respect to such Letter of
         Credit, and (ii) the amount of any taxes, fees, charges or other costs
         and expenses whatsoever incurred by the Issuing Lender or any Lender in
         connection with any payment made by the Issuing Lender or any Lender
         under, or with respect to, such Letter of Credit;
<PAGE>
                                      -38-

                  (b)      upon the reduction (but not termination) of the Total
         Commitment to an amount less than the Maximum Drawing Amount, an amount
         equal to such difference, which amount shall be held by the
         Administrative Agent for the benefit of the Lenders and the Issuing
         Lender as cash collateral for all Reimbursement Obligations; and

                  (c)      upon the termination of the Total Commitment, or the
         acceleration of the Reimbursement Obligations with respect to all
         Letters of Credit in accordance with (Section)14, an amount equal to
         the then Maximum Drawing Amount on all Letters of Credit, which amount
         shall be held by the Administrative Agent for the benefit of the
         Lenders and the Issuing Lender as cash collateral for all Reimbursement
         Obligations.

Each such payment shall be made to the Administrative Agent at the
Administrative Agent's Office in immediately available funds. Interest on any
and all amounts remaining unpaid by the US Borrower under this (Section)5.2 at
any time from the date such amounts become due and payable (whether as stated in
this (Section)5.2, by acceleration or otherwise) until payment in full (whether
before or after judgment) shall be payable to the Administrative Agent.

         5.3. LETTER OF CREDIT PAYMENTS. If any draft shall be presented or
other demand for payment shall be made under any Letter of Credit, the Issuing
Lender shall notify the US Borrower of the date and amount of the draft
presented or demand for payment and of the date and time when it expects to pay
such draft or honor such demand for payment. If the US Borrower fails to
reimburse the Issuing Lender as provided in (Section)5.2 on or before the date
that such draft is paid or other payment is made by the Issuing Lender, the
Issuing Lender may at any time thereafter notify the Administrative Agent who
will promptly notify the Lenders of the amount of any such Unpaid Reimbursement
Obligation and shall specify such amount required from each of the Lenders. No
later than 3:00 p.m. (Boston time) on the US Business Day next following the
receipt of such notice, each US Lender shall make available to the
Administrative Agent, at its Head Office, in immediately available funds, such
Lender's Commitment Percentage of such Unpaid Reimbursement Obligation, together
with an amount equal to (a) the average, computed for the period referred to in
clause (iii) below, of the Federal Funds Effective Rate, times (b) the amount
equal to such Lender's Commitment Percentage of such Unpaid Reimbursement
Obligation, times (c) a fraction, the numerator of which is the number of days
that elapse from and including the date the Issuing Lender paid the draft
presented for honor or otherwise made payment to the date on which such Lender's
Commitment Percentage of such Unpaid Reimbursement Obligation shall become
immediately available to the Administrative Agent, and the denominator of which
is 360. The responsibility of the Issuing Lender to the US Borrower and the
Lenders shall be only to determine that the documents (including each draft)
delivered under each Letter of Credit in connection with such presentment shall
be in conformity in all material respects with such Letter of Credit. From and
after such purchase of the applicable Letter of Credit Participations, such
Unpaid Reimbursement Obligations shall be deemed to have been converted into
Base Rate Loans made by the Lenders.

         5.4. OBLIGATIONS ABSOLUTE. The US Borrower's obligations under this
(Section)5 shall be absolute and unconditional under any and all circumstances
and irrespective of the occurrence of any Default or Event of Default or any
condition precedent whatsoever or any setoff, counterclaim or defense to payment
which the US Borrower may have or have had against the Issuing Lender, the
Administrative Agent, any Lender or any beneficiary of a Letter of Credit or any
other Person. The US Borrower further agrees with the Issuing Lender and the
Lenders that the Issuing Lender and the Lenders shall not be responsible for,
and the US Borrower's Reimbursement Obligations under (Section)5.2 shall not be
affected by, among other things, the validity
<PAGE>
                                      -39-

or genuineness of documents or of any endorsements thereon, even if such
documents should in fact prove to be in any or all respects invalid, fraudulent
or forged, or any dispute between or among the US Borrower, the beneficiary of
any Letter of Credit or any financing institution or other party to which any
Letter of Credit may be transferred or any claims or defenses whatsoever of the
US Borrower against the beneficiary of any Letter of Credit or any such
transferee. The Issuing Lender and the Lenders shall not be liable for any
error, omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with any Letter of
Credit except that the Issuing Lender shall be liable for errors or omissions
resulting from the gross negligence or willful misconduct of the Issuing Lender.

         5.5. RELIANCE BY ISSUER. To the extent not inconsistent with
(Section)5.4, the Issuing Lender shall be entitled to rely, and shall be fully
protected in relying upon, any Letter of Credit, draft, writing, resolution,
notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy,
telex or teletype message, statement, order or other document believed by it (in
the absence of its gross negligence or willful misconduct) to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel, independent accountants and
other experts selected by the Issuing Lender. The Issuing Lender shall be fully
justified in failing or refusing to take any action under this Credit Agreement
unless it shall first have received such advice or concurrence of the Required
Lenders as it reasonably deems appropriate or it shall first be indemnified to
its reasonable satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. The Issuing Lender shall in all cases be fully protected in
acting, or in refraining from acting, under this Credit Agreement in accordance
with a request of the Required Lenders and such request and any action taken or
failure to act pursuant thereto shall be binding upon the Lenders and all future
holders of the Revolving Credit Notes or of a Letter of Credit Participation.

          5.6. LETTER OF CREDIT FEE. The US Borrower shall, on the first day of
  each calendar quarter for the immediately preceding calendar quarter, pay a
  fee (in each case, a "Letter of Credit Fee") to the Administrative Agent in
  respect of each Letter of Credit at a rate per annum equal to the Applicable
  Margin with respect to Letters of Credit multiplied by the face amount of such
  Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata
  (according to the applicable Commitment Percentages) to each Lender. In
  addition, the US Borrower shall pay to the Administrative Agent, for the
  account of the Issuing Lender, (a) a fee at a rate per annum equal to
  one-eighth of one percent (0.125%) multiplied by the face amount of each
  Letter of Credit, such fee to be payable quarterly in arrears on the last US
  Business Day of each calendar quarter for such calendar quarter then ending
  and (b) standard issuance, extension, renewal, processing, negotiating,
  amendment and administration fees, as determined in accordance with the
  Issuing Lender's or the Administrative Agent's customary fees and charges for
  similar facilities, such fees to be payable at such time or times as such
  charges are customarily made by the Issuing Lender.

                         6. CERTAIN GENERAL PROVISIONS.

         6.1. FEES.

                  6.1.1. AGENT'S FEES. The Borrowers agree to pay from time to
         time to the Administrative Agent, for its own account, such fees
         (collectively, the "Agent's Fees") as are set forth in the Fee Letter.
<PAGE>
                                      -40-

                  6.1.2. CLOSING FEES. The Borrowers agree to pay to the
         Administrative Agent on the Closing Date the closing fees set forth in
         the Fee Letter.

         6.2. FUNDS FOR PAYMENTS.

                  6.2.1. PAYMENTS TO ADMINISTRATIVE AGENT.

                           (a)      The Administrative Agent shall debit an
                  account of the US Borrower with the Administrative Agent for
                  all (i) interest payments when due as provided in (Section)2.5
                  with respect to the Revolving Credit Notes or otherwise due
                  hereunder, (ii) Commitment Fees when due as provided in
                  (Section)2.2, and (iii) Letter of Credit Fees when due as
                  provided in (Section)5.6. The failure of the Administrative
                  Agent to debit such account as provided herein with respect to
                  any such payments shall not constitute a waiver of any payment
                  due hereunder. All payments of principal, Reimbursement
                  Obligations and any other amounts due hereunder or under any
                  of the other Loan Documents in respect to the Notes shall be
                  made to the Administrative Agent, for the respective accounts
                  of the Lenders and the Administrative Agent, at the
                  Administrative Agent's Office or at such other location that
                  the Administrative Agent may from time to time designate, in
                  each case in immediately available funds without setoff or
                  counterclaim or other deduction.

                           (b)      The Administrative Agent shall debit an
                  account of the Canadian Borrower with the Administrative Agent
                  for all interest payments when due as provided in (Section)3.4
                  with respect to the Canadian Term Notes or otherwise due
                  hereunder. The failure of the Administrative Agent to debit
                  such account as provided herein with respect to any such
                  payments shall not constitute a waiver of any payment due
                  hereunder. All payments of principal and any other amounts due
                  hereunder or under any of the other Loan Documents in respect
                  to the Canadian Term Notes shall be made to the Administrative
                  Agent, for the respective accounts of the applicable Lenders
                  and the Administrative Agent, at the Administrative Agent's
                  Office or at such other location in the United States that the
                  Administrative Agent may from time to time designate, in each
                  case in immediately available funds.

                  6.2.2. CURRENCY MATTERS.

                           (a)      Dollars are the currency of account and
                  payment for each and every sum at any time due from the US
                  Borrower hereunder.

                           (b)      Canadian Dollars are the currency of account
                  and payment for each and every sum at any time due from the
                  Canadian Borrower hereunder; provided that:

                                    (i)     each payment in respect of costs,
                           expenses and indemnities shall be made in the
                           currency in which the same were incurred; and

                                    (ii)    any amount expressed to be payable
                           in a currency other than Canadian Dollars shall be
                           paid in that other currency.
<PAGE>
                                      -41-

                           (c)      No payment to any of the Administrative
                  Agent or any Lender (whether under any judgment or court order
                  or otherwise) shall discharge the obligation or liability in
                  respect of which it was made unless and until the
                  Administrative Agent or such other Lender shall have received
                  payment in full in the currency in which such obligation or
                  liability was incurred, and to the extent that the amount of
                  any such payment shall, on actual conversion into such
                  currency, fall short of such obligation or liability actual or
                  contingent expressed in that currency, the Borrowers shall
                  indemnify and reimburse the Administrative Agent or such other
                  Lender, as the case may be, with respect to the amount of the
                  shortfall, with such indemnity surviving the termination of
                  this Credit Agreement and any legal proceeding, judgment or
                  court order pursuant to which the original payment was made
                  which resulted in the shortfall.

                           (d)      If, for the purpose of obtaining judgment in
                  any court or obtaining an order enforcing a judgment, it
                  becomes necessary to convert any amount due under this Credit
                  Agreement in Dollars or in any other currency (hereinafter in
                  this (Section)6.2.2 called the "first currency") into any
                  other currency (hereinafter in this (Section)6.2.2 called the
                  "second currency"), then the conversion shall be made at the
                  spot rate of exchange of the Administrative Agent (as
                  conclusively determined by the Administrative Agent) at the
                  Administrative Agent's close of business on the US or Canadian
                  Business Day (as the case may be) next preceding the day on
                  which the judgment is given or (as the case may be) the order
                  is made. Any payment made to the Administrative Agent or any
                  Lender pursuant to this Credit Agreement in the second
                  currency shall constitute a discharge of the obligations of
                  the Borrowers to pay to the Administrative Agent and the
                  Lenders any amount originally due to the Administrative Agent
                  and the Lenders in the first currency under this Credit
                  Agreement only to the extent of the amount of the first
                  currency which the Administrative Agent and each of the
                  Lenders is able, on the date of the receipt by it of such
                  payment in any second currency, to purchase, in accordance
                  with the Administrative Agent's and such Lender's normal
                  banking procedures, with the amount of such second currency so
                  received. If the amount of the first currency falls short of
                  the amount originally due to the Administrative Agent and the
                  Lenders in the first currency under this Credit Agreement, the
                  Borrowers hereby jointly and severally agree that they will
                  indemnify the Administrative Agent and each of the Lenders
                  against and save the Administrative Agent and each of the
                  Lenders harmless from any shortfall so arising. This indemnity
                  shall constitute a joint and several obligation of the
                  Borrowers separate and independent from the other obligations
                  contained in this Credit Agreement, shall give rise to a
                  separate and independent cause of action and shall continue in
                  full force and effect notwithstanding any judgment or order
                  for a liquidated sum or sums in respect of amounts due to the
                  Administrative Agent or any Lender under this Credit Agreement
                  or under any such judgment or order. Any such shortfall shall
                  be deemed to constitute a loss suffered by the Administrative
                  Agent and each such Lender, as the case may be, and the
                  Borrowers shall not be entitled to require any proof or
                  evidence of any actual loss. The covenant contained in this
                  (Section)6.2.2 shall survive the payment in full of all of the
                  other obligations of the Borrowers under this Credit
                  Agreement.

                           (e)      For all purposes of this Credit Agreement,
                  the amount in one currency which shall be equivalent on any
                  particular date to a specified amount
<PAGE>
                                      -42-

                  in another currency shall be that amount (as conclusively
                  ascertained by the Administrative Agent) in the first currency
                  which is or could be purchased by the Administrative Agent (in
                  accordance with its normal banking practices) with such
                  specified amount in the second currency in any recognized
                  Eurocurrency Interbank Market selected by the Administrative
                  Agent in good faith for delivery on such date at the spot rate
                  of exchange prevailing at or about 11:00 a.m., London time (or
                  as soon thereafter as practicable), on such date.

         6.3. COMPUTATIONS. All computations of interest on LIBOR Rate Loans,
Canadian LIBOR Rate Loans and of Commitment Fees, Letter of Credit Fees or other
fees shall, unless otherwise expressly provided herein, be based on a 360-day
year and paid for the actual number of days elapsed. All computations of
interest with respect to Base Rate Loans and CDOR Rate Loans shall be based on a
365-day year, and paid for the actual number of days elapsed. Except as
otherwise provided in the definition of the term "Interest Period" with respect
to LIBOR Rate Loans and Canadian LIBOR Rate Loans, whenever a payment hereunder
or under any of the other Loan Documents becomes due on a day that is not a US
or Canadian Business Day (as the case may be) the due date for such payment
shall be extended to the next succeeding US or Canadian Business Day (as the
case may be) and interest shall accrue during such extension. The outstanding
amount of the Loans as reflected on the applicable Note Records from time to
time shall be considered correct and binding on the applicable Borrower unless
within five (5) US or Canadian Business Days (as the case may be) after receipt
of any notice by the Administrative Agent or Lender of such outstanding amount,
the Administrative Agent or such Lender shall notify the applicable Borrower to
the contrary. With respect to the Canadian Term Loan, whenever interest is
payable hereunder on the basis of a year of 365 or 360 days, for the purposes of
the Interest Act (Canada), the yearly rate of interest which is equivalent to
the rate payable hereunder is the rate payable hereunder multiplied by the
actual number of days in the year and divided by 365 or 360, as applicable. All
interest will be calculated using the nominal rate method and not the effective
rate method and the deemed reinvestment principle shall not apply to such
calculations.

         6.4. INABILITY TO DETERMINE LIBOR RATE OR CANADIAN LIBOR RATE. In the
event, prior to the commencement of any Interest Period relating to any LIBOR
Rate Loan or Canadian LIBOR Rate Loan (as the case may be), the Administrative
Agent shall determine that adequate and reasonable methods do not exist for
ascertaining the LIBOR Rate or Canadian LIBOR Rate (as the case may be) that
would otherwise determine the rate of interest to be applicable to any such Loan
during any Interest Period, the Administrative Agent shall forthwith give notice
of such determination (which shall be conclusive and binding on the US Borrower,
the Canadian Borrower and the Lenders) to the US Borrower or the Canadian
Borrower (as the case may be) and the Lenders. In such event (a) any Loan
Request or Conversion Request with respect to LIBOR Rate Loans shall be
automatically withdrawn and shall be deemed a request for Base Rate Loans, (b)
each LIBOR Rate Loan will automatically, on the last day of the then current
Interest Period relating thereto, become a Base Rate Loan, (c) each Continuation
Request with respect to Canadian LIBOR Rate Loans shall be automatically
withdrawn and shall be deemed a request for CDOR Rate Loans, if such rate is
available, and (d) the obligations of the Lenders to make LIBOR Rate Loans or
Canadian LIBOR Rate Loans (as the case may be) shall be suspended until the
Administrative Agent determines that the circumstances giving rise to such
suspension no longer exists, whereupon the Administrative Agent shall so notify
the US Borrower or the Canadian Borrower (as the case may be) and the Lenders.
<PAGE>
                                      -43-

         6.5. ILLEGALITY. Notwithstanding any other provisions herein, if any
present or future law, regulation, treaty or directive or the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
LIBOR Rate Loans or Canadian LIBOR Rate Loans, such Lender shall forthwith give
notice of such circumstances to the Borrowers and the other Lenders and
thereupon (a) the commitment of such Lender to make LIBOR Rate Loans or Canadian
LIBOR Rate Loans or convert Base Rate Loans to LIBOR Rate Loans shall forthwith
be suspended and (b) such Lender's then outstanding LIBOR Rate Loans or Canadian
LIBOR Rate Loans, if any, shall (a) if comprising LIBOR Rate Loans, be converted
automatically to Base Rate Loans on the last day of each Interest Period
applicable to such LIBOR Rate Loans or within such earlier period as may be
required by law, and (b) if comprising Canadian LIBOR Rate Loans, be converted
automatically to CDOR Rate Loans on the last day of each Interest Period
applicable to such Canadian LIBOR Rate Loans. Each of the US Borrower and the
Canadian Borrower, as the case may be, hereby agrees promptly to pay the
Administrative Agent for the account of such Lender, upon demand by such Lender,
any additional amounts necessary to compensate such Lender for any costs
incurred by such Lender in making any conversion in accordance with this
(Section)6.5, including any interest or fees payable by such Lender to Lenders
of funds obtained by it in order to make or maintain its LIBOR Rate Loans or its
Canadian LIBOR Rate Loans (as the case may be) hereunder.

         6.6. ADDITIONAL COSTS, ETC. If the adoption of any future applicable
law or any change in any present or future applicable law, which expression, as
used herein, includes statutes, rules and regulations thereunder and
interpretations thereof by any competent court or by any governmental or other
regulatory body or official charged with the administration or the
interpretation thereof and requests, directives, instructions and notices at any
time or from time to time hereafter made upon or otherwise issued to any Lender
or the Administrative Agent by any central bank or other fiscal, monetary or
other authority (whether or not having the force of law), shall:

                  (a)      subject any Lender or the Administrative Agent to any
         tax, levy, impost, duty, charge, fee, deduction or withholding of any
         nature with respect to this Credit Agreement (including, without
         limitation, taxes or other charges imposed as a result of such Lender's
         non-resident status), the other Loan Documents, any Letters of Credit,
         such Lender's Commitment or the Loans (other than taxes based upon or
         measured by the income or profits of such Lender or the Administrative
         Agent), or

                  (b)      materially change the basis of taxation (except for
         changes in taxes on income or profits) of payments to any Lender of the
         principal of or the interest on any Loans or any other amounts payable
         to any Lender or the Administrative Agent under this Credit Agreement
         or any of the other Loan Documents, or

                  (c)      impose or increase or render applicable (other than
         to the extent specifically provided for elsewhere in this Credit
         Agreement) any special deposit, reserve, prudential assessment,
         liquidity, capital adequacy or other similar requirements (whether or
         not having the force of law) against assets held by, or deposits in or
         for the account of, or loans by, or letters of credit issued by, or
         commitments of an office of any Lender, or

                  (d)      impose on any Lender or the Administrative Agent any
         other conditions or requirements with respect to this Credit Agreement,
         the other Loan Documents, any Letters of Credit, the Loans, such
         Lender's Commitment, or any class of loans, letters of
<PAGE>
                                      -44-

         credit or commitments of which any of the Loans or such Lender's
         Commitment forms a part, and the result of any of the foregoing is

                           (i)      to increase the cost to any Lender of
                  making, funding, issuing, renewing, extending or maintaining
                  any of the Loans or such Lender's Commitment or any Letter of
                  Credit, or

                           (ii)     to reduce the amount of principal, interest,
                  Reimbursement Obligation or other amount payable to such
                  Lender, or the Administrative Agent hereunder on account of
                  such Lender's Commitment, any Letter of Credit or any of the
                  Loans, or

                           (iii)    to require such Lender or the Administrative
                  Agent to make any payment or to forego any interest or
                  Reimbursement Obligation or other sum payable hereunder, the
                  amount of which payment or foregone interest or Reimbursement
                  Obligation or other sum is calculated by reference to the
                  gross amount of any sum receivable or deemed received by such
                  Lender or the Administrative Agent from any of the Borrowers
                  hereunder,

         then, and in each such case, the applicable Borrower will, within ten
         (10) US or Canadian (as applicable) Business Days after such Borrower's
         receipt of a written request (setting forth a reasonably detailed
         explanation as to the reason for any additional amounts payable
         pursuant to this (Section)6.6) made by such Lender or the
         Administrative Agent at any time and from time to time and as often as
         the occasion therefor may arise, pay to such Lender or the
         Administrative Agent such additional amounts as will be sufficient to
         compensate such Lender or the Administrative Agent for such additional
         cost, reduction, payment or foregone interest or Reimbursement
         Obligation or other sum; provided that the applicable Borrower shall
         not be required to compensate a Lender pursuant to this (Section)6.6
         for any amounts incurred more than six months prior to the date that
         such Lender notifies such Borrower of such Lender's intention to claim
         compensation therefor; and provided further that, if the circumstances
         giving rise to such claim have a retroactive effect, then such
         six-month period shall be extended to include the period of such
         retroactive effect.

         6.7. CAPITAL ADEQUACY. If after the date hereof any Lender or the
Administrative Agent determines that (a) the adoption of or change in any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) regarding capital requirements for banks or bank
holding companies or any change in the interpretation or application thereof by
a court or governmental authority with appropriate jurisdiction, or (b)
compliance by such Lender or Administrative Agent or any corporation controlling
such Lender or the Administrative Agent with any law, governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law) of any such entity regarding capital adequacy, has the effect of reducing
the return on such Lender's or the Administrative Agent's commitment with
respect to any Loans to a level below that which such Lender or the
Administrative Agent could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or the Administrative
Agent's then existing policies with respect to capital adequacy and assuming
full utilization of such entity's capital) by any amount deemed by such Lender
or (as the case may be) the Administrative Agent to be material, then such
Lender or the Administrative Agent may notify the applicable Borrower of such
fact. To the extent that the amount of such reduction in the return on capital
is based on the Commitment, or the Loans and is not reflected in the interest or
<PAGE>
                                      -45-

fees payable by the US Borrower or the Canadian Borrower (as the case may be),
such Borrower and such Lender shall thereafter attempt to negotiate in good
faith, within thirty (30) days of the day on which such Borrower receives such
notice, an adjustment payable hereunder that will adequately compensate such
Lender in light of these circumstances. If such Borrower and such Lender are
unable to agree to such adjustment within thirty (30) days of the date on which
such Borrower receives such notice, then commencing on the date of such notice
(but not earlier than the effective date of any such increased capital
requirement), the fees payable hereunder shall increase by an amount that will,
in such Lender's reasonable determination, provide adequate compensation. Each
Lender shall allocate such cost increases among its customers in good faith and
on an equitable basis.

         6.8. CERTIFICATE. A certificate setting forth any additional amounts
payable pursuant to (Sections)6.6 or 6.7 and a brief explanation of such amounts
which are due, submitted by any Lender or the Administrative Agent to the
Borrowers, shall be conclusive, absent manifest error, that such amounts are due
and owing.

         6.9. INDEMNITY. The US Borrower and the Canadian Borrower (as the case
may be) agree to indemnify each Lender and to hold such Lender harmless from and
against any loss, cost or expense that such Lender may sustain or incur as a
consequence of (a) default by such Borrower in payment of the principal amount
of or any interest on any LIBOR Rate Loans or Canadian LIBOR Rate Loans or CDOR
Rate Loans (as the case may be) as and when due and payable, including any such
loss or expense arising from interest or fees payable by such Lender to lenders
of funds obtained by it in order to maintain its LIBOR Rate Loans or Canadian
LIBOR Rate Loans or CDOR Rate Loans (as the case may be), (b) default by such
Borrower in making a borrowing or conversion after such Borrower has given (or
is deemed to have given) a Revolving Credit Loan Request or a Conversion Request
or Continuation Request relating thereto in accordance with (Sections)2.6, 2.8,
or 3.5 or (iii) the making of any payment of a LIBOR Rate Loan or Canadian LIBOR
Rate Loan (as the case may be) or the making of any conversion of any LIBOR Rate
Loan to a Base Rate Loan, on a day that is not the last day of the applicable
Interest Period with respect thereto, including interest or fees payable by such
Lender to lenders of funds obtained by it in order to maintain any such Loans,
including, without limitation, repayments required by (Section)4.2. Such loss or
reasonable expense shall include an amount equal to (A) the excess, if any, as
reasonably determined by the applicable Lender of its cost of obtaining the
funds for the LIBOR Rate Loan, Canadian LIBOR Rate Loan or CDOR Rate Loan being
paid, prepaid, converted, not converted, or not borrowed, as the case may be
(based on the applicable LIBOR Rate, Canadian LIBOR Rate or CDOR Rate) for the
period from the date of such payment, prepayment, conversion, or failure to
borrow or convert, as the case may be, to the last day of the Interest Period
for such Loan (or, in the case of a failure to borrow, the Interest Period for
the Loan which would have commenced on the date of such failure to borrow) over
(B) the amount of interest (as reasonably determined by such Lender) that would
be realized by such Lender in reemploying the funds so paid, prepaid, converted,
or not borrowed, converted, or prepaid for such period or Interest Period, as
the case may be, which determinations shall be prima facie evidence thereof
absent manifest error.

         6.10. INTEREST AFTER DEFAULT. During the continuance of an Event of
Default, pursuant to (Sections)14.1(a) or 14.1(b) (a "Payment Event of
Default"), the principal and (to the extent permitted by applicable law)
interest on the Loans and all other amounts payable hereunder or under any of
the other Loan Documents (whether or not overdue) shall, until such Payment
Event of Default has been cured or remedied or such Payment Event of Default has
been waived by the Required Lenders pursuant to (Section)27, bear interest at a
rate per annum equal to two percent (2%) above the
<PAGE>
                                      -46-

rate of interest then applicable thereto (or, if no rate of interest is then
applicable thereto, the Base Rate) until such amount shall be paid in full
(after as well as before judgment).

         6.11. REPLACEMENT OF LENDERS. If any Lender (an "Affected Lender") (a)
makes demand upon a Borrower for (or if a Borrower is otherwise required to pay)
amounts pursuant to (Sections)6.12(d), 6.6, or 6.7, (b) is unable to make or
maintain LIBOR Rate Loans as a result of a condition described in (Section)6.4
or (c) defaults in its obligation to make Loans, in accordance with the terms of
this Credit Agreement or participate in any Swingline Loan (such Lender being
referred to as a "Defaulting Lender"), such Borrower within ninety (90) days of
receipt of such demand, notice (or the occurrence of such other event causing
such Borrower to be required to pay such compensation or causing (Section)6.4 to
be applicable), or default, as the case may be, by notice (a "Replacement
Notice") in writing to the Administrative Agent and such Affected Lender (i)
request the Affected Lender to cooperate with such Borrower in obtaining a
replacement lender satisfactory to the Administrative Agent and such Borrower
(the "Replacement Lender"); (ii) request the non-Affected Lenders to acquire and
assume all of the Affected Lender's Loans and Commitments, as provided herein,
but none of such Lenders shall be under an obligation to do so; or (iii)
designate a Replacement Lender approved by the Administrative Agent, such
approval not to be unreasonably withheld or delayed. If any satisfactory
Replacement Lender shall be obtained, and/or if any one or more of the
non-Affected Lenders shall agree to acquire and assume all of the Affected
Lender's Loans and Commitments, then such Affected Lender shall assign, in
accordance with (Section)20, all of its Commitments, Loans, Letter of Credit
Participations, and other rights and obligations under this Credit Agreement and
all other Loan Documents to such Replacement Lender or non-Affected Lenders, as
the case may be, in exchange for payment of the principal amount so assigned and
all interest and fees accrued on the amount so assigned, plus all other
Obligations then due and payable to the Affected Lender; provided, however, that
(A) such assignment shall be without recourse, representation or warranty and
shall be on terms and conditions reasonably satisfactory to such Affected Lender
and such Replacement Lender and/or non-Affected Lenders, as the case may be, and
(B) prior to any such assignment, the Borrowers shall have paid to such Affected
Lender all amounts properly demanded and unreimbursed under (Sections)6.1.2(d),
6.6 or 6.7. Upon the effective date of such assignment, the applicable Borrower
shall issue replacement Notes, if applicable, to such Replacement Lender and/or
non-Affected Lenders, as the case may be, and such institution shall become a
"Lender" for all purposes under this Credit Agreement and the other Loan
Documents.

         6.12. TAXES.

         (a)      All payments by the Borrowers hereunder and under any of the
other Loan Documents shall be made without setoff or counterclaim and free and
clear of and without deduction for any Indemnified Taxes or Other Taxes unless
any Borrower is compelled by law to make such deduction or withholding. If any
such Indemnified Taxes or Other Taxes is imposed upon a Borrower with respect to
any amount payable by it hereunder or under any of the other Loan Documents, (i)
such Borrower will pay to the Administrative Agent, for the account of the
applicable Lenders or (as the case may be) the Administrative Agent, on the date
on which such amount is due and payable hereunder or under such other Loan
Document, such additional amount as shall be necessary to enable the applicable
Lenders, or Administrative Agent to receive the same net amount which the
applicable Lenders, or Administrative Agent would have received on such due date
had no such obligation been imposed upon such Borrower, (ii) such Borrower shall
make such deductions or withholding and (iii) such Borrower shall pay the full
amount deducted to the relevant authority in accordance with applicable law.
Such Borrower will deliver promptly to the Administrative Agent certificates or
other valid vouchers for all taxes or other
<PAGE>
                                      -47-

charges deducted from or paid with respect to payments made by such Borrower
hereunder or under such other Loan Document.

         (b)      In addition, each of the Borrowers agree to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Loan or from the execution or delivery of, or otherwise with respect to,
this Credit Agreement or any Loan ("Other Taxes").

         (c)      If a Lender determines in its sole and absolute discretion
that it has received a credit or other benefit in respect of any such tax
deduction reimbursed or made on its behalf by the Borrowers, it shall promptly
remit the same to or for the account of such Borrower; provided that no Lender
shall be required to take a tax reporting position pursuant to the foregoing
provision which will produce any net benefit to it with respect to foreign tax
payments.

         (d)      On or before the date it becomes a party to this Credit
Agreement and from time to time thereafter upon any change in status rendering
any certificate or document previously delivered pursuant to this (Section)6.12
invalid or inaccurate, each Lender that is not a U.S. Person as defined in
Section 7701(a)(30) of the Code for federal income tax purposes (a "Non-U.S.
Lender") shall (if legally able to do so) deliver to the US Borrower such
certificates, documents or other evidence, as required by the Code or Treasury
Regulations issued pursuant thereto, including (A) in the case of a Non-U.S.
Lender that is a "bank" for purposes of Section 881(c)(3)(A) of the Code,
Internal Revenue Service Form W-8BEN or Form W-8ECI or any applicable successor
form or other applicable form pertaining to any such Lender and any other
certificate or statement of exemption required by Treasury Regulation Section
1.1441-1, 1.1441-4 or 1.1441-6(c) or any subsequent version thereof or
subsequent version thereto, properly completed and duly executed by such Lender
establishing that such payment is (A) not subject to United States Federal
withholding tax under the Code because such payment is effectively connected
with conduct by such Lender of a trade or business in the United States or (B)
totally exempt from United States Federal withholding tax or, if due to a change
in law occurring after the date such Lender became a party hereto, subject to a
reduced rate of such tax under a provision of an applicable tax treaty and (ii)
in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section
881(c)(3)(A) of the Code, a certificate in form and substance reasonably
satisfactory to the Administrative Agent and the US Borrower and to the effect
that (A) such Non-U.S. Lender is not a "bank" for purposes of Section
881(c)(3)(A) of the Code, is not subject to regulatory or other legal
requirements as a bank in any jurisdiction, and has not been treated as a bank
for purposes of any tax, securities law or other filing or submission made to
any governmental authority, any application made to a rating agency or
qualification for any exemption from any tax, securities law or other legal
requirements, (B) is not a ten (10) percent shareholder for purposes of Section
881(c)(3)(B) or Section 871(h)(3)(B) of the Code and (C) is not a controlled
foreign corporation receiving interest from a related person for purposes of
Section 881(c)(3)(C) of the Code, together with a properly completed Internal
Revenue Service Form W-8 (or successor form). Each Lender agrees that it shall,
promptly upon a change of its lending office or the selection of any additional
lending office, to the extent the forms previously delivered by it pursuant to
this section are no longer effective, and promptly upon the US Borrower's or the
Administrative Agent's reasonable request after the occurrence of any other
event (including the passage of time) requiring the delivery of a Form W-8BEN,
Form W-8ECI, or other applicable Form W-8 in addition to or in replacement of
the forms previously delivered, deliver to the US Borrower and the
Administrative Agent, as applicable, if and to the extent it is properly
entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI,
or other applicable Form W-8 (or any successor forms thereto).
<PAGE>
                                      -48-

         6.13. INTEREST LIMITATION. Notwithstanding any other term of this
Credit Agreement or any Note or any other document referred to herein or
therein, the maximum amount of interest which may be charged to or collected
from any Person liable hereunder or under any Note by any Lender shall be
absolutely limited to, and shall in no event exceed, the maximum amount of
interest which could lawfully be charged or collected under applicable law
(including, to the extent applicable, the provisions of Section 5197 of the
Revised Statutes of the United States of America, as amended, 12 U.S.C. Section
85, as amended and the Criminal Code (Canada)), so that the maximum of all
amounts constituting interest under applicable law, however computed, shall
never exceed as to any Person liable therefor such lawful maximum, and any term
of this Credit Agreement or any other Loan Document referred to herein or
therein which could be construed as providing for interest in excess of such
lawful maximum shall be and hereby is made expressly subject to and modified by
the provisions of this paragraph.

         6.14. SUBORDINATION AGREEMENTS OF THE BORROWERS.

                  (a)      Each of the Borrowers hereby agrees that the payment
         of any amounts due with respect to the indebtedness owing by the other
         Borrower to such Borrower is hereby subordinated to the prior payment
         in full in cash of the Obligations. If such Borrower shall collect,
         enforce or receive any amounts in respect of such indebtedness before
         payment in full in cash of the Obligations, such amounts shall be
         collected, enforced, received by such Borrower as trustee for the
         Administrative Agent and be paid over to the Administrative Agent for
         the pro rata accounts of the relevant Lenders to be applied to repay
         (or be held as security for the repayment of) the Obligations or
         Canadian Obligations, as applicable.

                  (b)      The payment of any amounts due with respect to any
         indebtedness of the Borrowers or GRO for money borrowed or credit
         received now or hereafter owed to the Guarantors is hereby subordinated
         to the prior payment in full in cash of all of the Obligations. If any
         Guarantor shall collect, enforce or receive any amounts in respect of
         such indebtedness while any Obligations are still outstanding, such
         amounts shall be collected, enforced and received by such Guarantor as
         trustee for the Lenders and the Administrative Agent and be paid over
         to the Administrative Agent, for the benefit of the Lenders and the
         Administrative Agent on account of the Obligations without affecting in
         any manner the liability of such Guarantor under the other provisions
         hereof.

                  (c)      The provisions of this (Section)6.14 are made for the
         benefit of the Administrative Agent and the Lenders and their
         successors and assigns, and may be enforced in good faith by them from
         time to time against either or both of the Borrowers as often as the
         occasion therefor may arise and without requirement on the part of the
         Administrative Agent or the Lenders first to marshal any of their
         claims or to exercise any of their rights against the other Borrower or
         to exhaust any remedies available to them against the other Borrower or
         to resort to any other source or means of obtaining payment of any of
         the Obligations hereunder or to elect any other remedy. The provisions
         of this (Section)6.14 shall remain in effect until all of the
         Obligations shall have been paid in full or otherwise fully satisfied.
         If at any time, any payment, or any part thereof, made in respect of
         any of the Obligations, is rescinded or must otherwise be restored or
         returned by the Administrative Agent or the Lenders upon the
         insolvency, bankruptcy or reorganization of either of the Borrowers or
         is repaid in good faith settlement of a pending or threatened avoidance
         claim, or otherwise, the provisions of this (Section)6.14 will
         forthwith be reinstated in effect, as though such payment had not been
         made.
<PAGE>
                                      -49-

                       7. GUARANTY AND COLLATERAL SECURITY

         7.1. GUARANTY. As an inducement to the Lenders to make the Loans and
the Issuing Lender to issue the Letters of Credit (where applicable) available
to the Borrowers, (a) the US Guarantors hereby unconditionally and irrevocably
guarantee (i) the full punctual payment when due, whether at stated maturity, by
acceleration or otherwise, of all Obligations of the Borrowers now or hereafter
existing whether for principal, interest, fees, expenses or otherwise under this
Credit Agreement or any of the other Loan Documents, and (ii) the strict
performance and observance by the Borrowers of all agreements, warranties and
covenants applicable to the Borrowers in the Loan Documents (such Obligations
collectively being hereafter referred to as the US Guarantors' "US Guaranteed
Obligations"); (b) to the fullest extent permitted by applicable law, GWI and
the Canadian Guarantors (other than Huron) hereby unconditionally and
irrevocably guarantee (i) the full punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of the Canadian Obligations, and (ii)
the strict performance and observance by the Canadian Borrower of all
agreements, warranties and covenants applicable to the Canadian Borrower in the
Loan Documents (such obligations collectively being referred to as GWI's and the
Canadian Guarantors' (other than Huron) "Canadian Guaranteed Obligations"); and
(c) to the fullest extent permitted by applicable law, Huron hereby
unconditionally and irrevocably guarantees (i) the full punctual payment when
due, whether at stated maturity, acceleration or otherwise, of the GRO
Obligations, and (ii) the strict performance and observance by GRO of all
agreements, warranties and covenants applicable to GRO in the Loan Documents
(such Obligations collectively being referred to as Huron's "GRO Guaranteed
Obligations"). In order to secure the Guaranteed Obligations, GWI, the Canadian
Borrower and the Canadian Guarantors have fully executed and delivered the
Security Documents to which they are a party to the Administrative Agent.

         7.2. GUARANTORS AGREEMENT TO PAY ENFORCEMENT COSTS, ETC. To the extent
the Guarantors are permitted to do so by applicable law, each of the Guarantors
guarantees that its Guaranteed Obligations will be paid strictly in accordance
with the terms hereof, regardless of (a) any law, regulation, order, decree or
directive (whether or not having the force of law) or any interpretation thereof
now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of any Lender or the Administrative Agent with respect thereto,
including, without limitation, any law, regulation, order, decree or directive
or interpretation thereof that purports to require or permit the satisfaction of
any Guaranteed Obligation other than strictly in accordance with the terms of
this Credit Agreement (such as by the tender of a currency other than as
provided in (Section)6.2.2 or that restricts the procurement of such currency by
the Borrowers or the Guarantors), or (b) any agreement, whether or not signed by
or on behalf of the Administrative Agent or the Lenders, in connection with the
restructuring or rescheduling of public or private obligations in any Borrower's
country, whether or not such agreement is stated to cause or permit the
discharge of the Obligations prior to the final payment in full of the
Obligations in the currency required by (Section)6.2.2 in strict accordance with
this Credit Agreement. The liability of each Guarantor with regard to its
Guaranteed Obligations shall be absolute and unconditional irrespective of:

                  (i)      any change in the time, manner or place of payment
         of, or in any other term of, all or any of its Guaranteed Obligations
         or any other amendment or waiver of or any consent to departure from
         this Credit Agreement or any other Loan Document;

                  (ii)     any release or amendment or waiver of or consent to
         departure from any other guaranty, for all or any of its Guaranteed
         Obligations;
<PAGE>
                                      -50-

                  (iii)    any change in ownership of the Borrowers;

                  (iv)     any acceptance of any partial payment(s) from the
         Borrowers or any other Guarantor; or

                  (v)      any setoff, defense, counterclaim or other
         circumstance whatsoever (in any case, whether based on contract, tort
         or any other theory) which might otherwise constitute a legal or
         equitable defense available to, or a discharge of (other than by
         payment in full in cash), any of the Borrowers or a Guarantor in
         respect of its Obligations under any Loan Document.

         This Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any Guaranteed Obligation is
rescinded or must otherwise be returned by the Lenders or the Administrative
Agent upon the insolvency, bankruptcy or reorganization of any Borrower or
otherwise, all as though such payment had not been made.

         7.3. EFFECTIVENESS; ENFORCEMENT. This Guaranty shall be effective and
shall be deemed to be made with respect to each Loan made and each Letter of
Credit issued as of the time it is made or issued, as applicable. No invalidity,
irregularity or unenforceability by reason of any bankruptcy or similar law, or
any law or order of any government or agency thereof purporting to reduce, amend
or otherwise affect any liability of any Borrower, and no defect in or
insufficiency or want of powers of any Borrower or irregular or improperly
recorded exercise thereof, shall impair, affect, be a defense to or claim
against this Guaranty. This Guaranty is a continuing guaranty and shall (a)
survive any termination of this Credit Agreement, and (b) remain in full force
and effect until all Commitments have expired, all Outstanding Letters of Credit
have expired, matured or otherwise been terminated, and all Guaranteed
Obligations and all other amounts payable hereunder have been performed and paid
in full in cash or otherwise satisfied. This Guaranty is made for the benefit of
the Administrative Agent and the Lenders and their successors and assigns, and
may be enforced from time to time as often as occasion therefor may arise and
without requirement on the part of the Administrative Agent or the Lenders first
to exercise any rights against the Borrowers, or to resort to any other source
or means of obtaining payment of any of the said obligations or to elect any
other remedy.

         7.4. WAIVERS. Except as otherwise specifically provided in any of the
Loan Documents, each of the Guarantors hereby waives promptness, diligence,
protest, notice of protest, all suretyship defenses, the benefit of discussion,
the benefit of division, notice of acceptance and any other notice with respect
to any of its Guaranteed Obligations and this Guaranty and any requirement that
the Lenders or the Administrative Agent protect, secure, perfect any security
interest or Lien or any property subject thereto or exhaust any right or take
any action against the Borrowers, or any other Person. Each of the Guarantors
also irrevocably waives, to the fullest extent permitted by law, all defenses
which at any time may be available to it in respect of its Guaranteed
Obligations by virtue of any statute of limitations, valuation, stay, moratorium
law or other similar law now or hereafter in effect.

         7.5. EXPENSES. Each of the Guarantors hereby promises to reimburse (a)
the Administrative Agent for all reasonable out-of-pocket fees and disbursements
(including all reasonable attorneys' fees), incurred or expended in connection
with the preparation, filing or recording, or interpretation of this Guaranty,
the Credit Agreement and the other Loan Documents to which such Guarantor is a
party, or any amendment, modification, approval, consent or waiver hereof or
thereof, and (b) the Administrative Agent and the Lenders and their
<PAGE>
                                      -51-

respective Affiliates for all reasonable out-of-pocket fees and disbursements
(including reasonable attorneys' fees for the Administrative Agent's counsel,
including local and special counsel, and one additional firm of counsel for the
Lenders), incurred or expended in connection with the enforcement of its
Guaranteed Obligations (whether or not legal proceedings are instituted).

         7.6. CONCERNING JOINT AND SEVERAL LIABILITY OF THE GUARANTORS.

                  (a)      Each of the Guarantors hereby irrevocably and
         unconditionally accepts, not merely as a surety but also as a
         co-debtor, joint and several liability with the applicable Borrower,
         with respect to the payment and performance of all of its Guaranteed
         Obligations (including, without limitation, any Guaranteed Obligations
         arising under this (Section)7), it being the intention of the parties
         hereto that (i) all such Guaranteed Obligations shall be the joint and
         several Guaranteed Obligations of the US Guarantors; (ii) the Canadian
         Guaranteed Obligations shall be the joint and several Obligations of
         GWI and the Canadian Guarantors (other than Huron) without preferences
         or distribution among them; and (iii) the GRO Guaranteed Obligations
         shall be the obligation of Huron.

                  (b)      If and to the extent that the applicable Borrower
         shall fail to make any payment with respect to any of its Obligations
         as and when due or to perform any of its Obligations in accordance with
         the terms thereof, then in each such event the applicable co-Guarantors
         will make such payment with respect to, or perform, such Guaranteed
         Obligations.

                  (c)      The Guaranteed Obligations of each Guarantor under
         the provisions of this (Section)7 constitute full recourse obligations
         of such Guarantor enforceable against such Guarantor to the full extent
         of its properties and assets, irrespective of the validity, regularity
         or enforceability of this Credit Agreement or any other circumstance
         whatsoever.

                  (d)      Except as otherwise expressly provided in this Credit
         Agreement, each of the Guarantors hereby waives notice of acceptance of
         its joint and several liability, notice of any Loans made or Letters of
         Credit issued under this Credit Agreement, notice of any action at any
         time taken or omitted by the Administrative Agent or the Lenders under
         or in respect of any of the Guaranteed Obligations, and, generally, to
         the extent permitted by applicable law, all demands, notices and other
         formalities of every kind in connection with this Credit Agreement and
         this Guaranty. Each of the Guarantors hereby assents to, and waives
         notice of, any extension or postponement of the time for the payment of
         any of the Guaranteed Obligations, the acceptance of any payment of any
         of the Guaranteed Obligations, the acceptance of any partial payment
         thereon, any waiver, consent or other action or acquiescence by the
         Administrative Agent or the Lenders at any time or times in respect of
         any Default or Event of Default by any of the Borrowers or the
         Guarantors in the performance or satisfaction of any term, covenant,
         condition or provision of this Credit Agreement, any and all other
         indulgences whatsoever by the Administrative Agent or the Lenders in
         respect of any of the Guaranteed Obligations, and the taking, addition,
         substitution or release, in whole or in part, at any time or times, of
         any security for any of the Guaranteed Obligations or the addition,
         substitution or release, in whole or in part, of any of the Borrowers
         or any other Guarantor. Without limiting the generality of the
         foregoing, each of the Guarantors assents to any other action or delay
         in acting or failure
<PAGE>
                                      -52-

         to act on the part of the Lenders or the Administrative Agent with
         respect to the failure by any of the Borrowers or any other Guarantor
         to comply with its respective Obligations or Guaranteed Obligations,
         including, without limitation, any failure strictly or diligently to
         assert any right or to pursue any remedy or to comply fully with
         applicable laws or regulations thereunder, which might, but for the
         provisions of this (Section)7, afford grounds for terminating,
         discharging or relieving any Guarantor, in whole or in part, from any
         of the Guaranteed Obligations under this (Section)7, it being the
         intention of the Guarantors that, so long as any of the Guaranteed
         Obligations hereunder remain unsatisfied, the Guaranteed Obligations of
         each of the Guarantors under this (Section)7 shall not be discharged
         except by performance and then only to the extent of such performance.
         The Guaranteed Obligations of each of the Guarantors under this
         (Section)7 shall not be diminished or rendered unenforceable by any
         winding up, reorganization, arrangement, liquidation, reconstruction or
         similar proceeding with respect to any of the Borrowers or the
         Guarantors or the Lenders or the Administrative Agent. The joint and
         several liability of each of the Guarantors hereunder shall continue in
         full force and effect notwithstanding any absorption, merger,
         consolidation, amalgamation or any other change whatsoever in the name,
         membership, constitution or place of formation of the Borrowers or the
         Guarantors, the Lenders or the Administrative Agent.

                  (e)      The US Guarantors, GWI (solely in its capacity as a
         Guarantor of the Canadian Guaranteed Obligations under this
         (Section)7), the Canadian Guarantors (solely in their capacity as
         Guarantors of the Canadian Guaranteed Obligations) and Huron (solely in
         its capacity as Guarantor of the GRO Guaranteed Obligations), shall be
         liable under the Guaranty under this (Section)7 only for the maximum
         amount of such liabilities that can be incurred under applicable law
         without rendering this Credit Agreement, as it relates to the guaranty
         under this (Section)7, voidable under applicable law relating to
         fraudulent conveyance, fraudulent transfer and corporate financial
         assistance, and not for any greater amount. Accordingly, if any
         obligation under any provision of the guaranty under this (Section)7
         shall be declared to be invalid or unenforceable in any respect or to
         any extent, it is the stated intention and agreement of the Guarantors,
         the Administrative Agent and the Lenders that any balance of the
         obligation created by such provision and all other obligations of the
         Guarantors under this (Section)7 to the Lenders or the Administrative
         Agent shall remain valid and enforceable, and that all sums not in
         excess of those permitted under applicable law shall remain fully
         collectible by the Lenders and the Administrative Agent from the US
         Guarantors, GWI, the Canadian Borrower and the Canadian Guarantors, as
         the case may be.

                  (f)      To the extent any Guarantor makes a payment hereunder
         in excess of the aggregate amount of the benefit received by such
         Guarantor in respect of the extensions of credit under the Credit
         Agreement (the "Benefit Amount"), then such Guarantor, after the
         payment in full, in cash, of all of the Obligations, shall be entitled
         to recover from the Borrowers and each other Guarantor such excess
         payment, pro rata, in accordance with the ratio of the Benefit Amount
         received by each such other Guarantor to the total Benefit Amount
         received by all Guarantors, and the right to such recovery shall be
         deemed to be an asset and property of such Guarantor so funding;
         provided, that each of the Guarantors hereby agrees that it will not
         enforce any of its rights of contribution or subrogation against the
         other Guarantors with respect to any liability incurred by it hereunder
         or under any of the other Loan Documents, any payments made by it to
         any of the Lenders or the Administrative Agent with respect to any of
         the Obligations or any collateral security therefor until such time as
         all of the Obligations have been irrevocably paid in full in
<PAGE>
                                      -53-

         cash. Any claim which any Guarantor may have against any other
         Guarantor with respect to any payments to the Lenders or the
         Administrative Agent hereunder or under any other Loan Document are
         hereby expressly made subordinate and junior in right of payment,
         without limitation as to any increases in the Obligations arising
         hereunder or thereunder, to the prior payment in full in cash of the
         Obligations and, in the event of any insolvency, bankruptcy,
         receivership, liquidation, reorganization or other similar proceeding
         under the laws of any jurisdiction relating to any Guarantor, its debts
         or its assets, whether voluntary or involuntary, all such Obligations
         shall be paid in full in cash before any payment or distribution of any
         character, whether in cash, securities or other property, shall be made
         to any other Guarantor therefor.

                  (g)      Each of the Guarantors hereby agrees that the payment
         of any amounts due with respect to the indebtedness owing by any
         Guarantor to any other Guarantor or Borrower is hereby subordinated to
         the prior payment in full in cash of the Obligations. If,
         notwithstanding the foregoing sentence, such Guarantor shall collect,
         enforce or receive any amounts in respect of such indebtedness before
         payment in full in cash of the Obligations, such amounts shall be
         collected, enforced, received by such Guarantor as trustee for the
         Lenders, and the Administrative Agent and be paid over to the
         Administrative Agent, for the benefit of the Lenders and the
         Administrative Agent, to be applied to repay (or be held as security
         for the repayment of) the Obligations.

                  (h)      The provisions of this (Section)7 (other than 7.6(f),
         which is made for the benefit of the Guarantors) are made for the
         benefit of the Administrative Agent and the Lenders and their
         successors and assigns, and may be enforced in good faith by them from
         time to time against the Guarantors as often as occasion therefor may
         arise and without requirement on the part of the Administrative Agent
         or the Lenders first to marshal any of their claims or to exercise any
         of their rights against the Borrowers or the Guarantors or to exhaust
         any remedies available to them against the Borrowers or the Guarantors
         or to resort to any other source or means of obtaining payment of any
         of the obligations hereunder or to elect any other remedy. The
         provisions of this (Section)7 shall remain in effect until all of the
         Guaranteed Obligations shall have been paid in full or otherwise fully
         satisfied and the Commitments have expired and all outstanding Letters
         of Credit have expired, matured or otherwise been terminated. If at any
         time, any payment, or any part thereof, made in respect of any of the
         Guaranteed Obligations, is rescinded or must otherwise be restored or
         returned by the Lenders or the Administrative Agent upon the
         insolvency, bankruptcy or reorganization of any of the Borrowers or the
         Guarantors, or otherwise, the provisions of this (Section)7 will
         forthwith be reinstated in effect, as though such payment had not been
         made.

         Until the final payment and performance in full in cash of all of the
Obligations, no Guarantor shall exercise, and each Guarantor hereby waives any
rights such Guarantor may have against any of the Borrowers or any other
Guarantor arising as a result of payment by such Guarantor hereunder, by way of
subrogation, reimbursement, restitution, contribution or otherwise, and will not
prove any claim in competition with the Administrative Agent or any Lender in
respect of any payment hereunder in any bankruptcy, insolvency or reorganization
case or proceedings of any nature; such Guarantor will not claim any setoff,
recoupment or counterclaim against the Borrowers or the other Guarantor in
respect of any liability of the Borrowers to such Guarantor; and such Guarantor
waives any benefit of and any right to participate in any collateral security
which may be held by the Administrative Agent or any Lender.
<PAGE>
                                      -54-

         7.7. INDEMNITY. Each of the Guarantors, as a separate and additional
liability, further undertakes and agrees to indemnify and keep indemnified upon
written demand (setting forth a reasonably detailed explanation as to the reason
for any additional amounts payable pursuant to this (Section)7.7), each of the
Lenders and the Administrative Agent (together and each separately in this
(Section)7.7 called the "Creditors") against any loss, damage, cost, charge or
expense whatsoever that the Creditors suffer by reason of, in connection with,
or as a consequence of:

                  (a)      the non-payment of any of its Guaranteed Obligations
         or the non-performance or non-observance of any of its Guaranteed
         Obligations;

                  (b)      the liability of the Borrowers or GRO, as applicable,
         to pay the Guaranteed Obligations to the Creditors or to perform the
         Guaranteed Obligations being void, voidable or unenforceable in whole
         or in part, as a result of any lack of capacity, power or authority or
         any improper exercise of power or authority on the part of the
         Borrowers or GRO;

                  (c)      the Borrowers or GRO becoming insolvent, including:
         (i) the amount of any payment made to the Creditors which is void or
         voidable against any person; and (ii) the amount of any interest
         (including capitalized interest) which does not accrue from the date of
         insolvency or is not recoverable by reason of the insolvency, and which
         would otherwise have been recoverable from the Guarantors under this
         Credit Agreement; or

                  (d)      the Guaranteed Obligations being (or moneys which
         would have been Guaranteed Obligations had they not been irrecoverable)
         not recoverable from the Borrowers or GRO in whole or in part and not
         recoverable from the Guarantors under the guaranty in this (Section)7
         by reason of any other fact or circumstance whatsoever and whether the
         transactions or any of them relating to such moneys have been void,
         voidable or illegal or have been subsequently avoided and whether or
         not any of the matters or facts relating thereto have been or ought to
         have been within the knowledge of the Creditors.

         7.8. SECURITY OF BORROWERS AND GUARANTORS.

                  7.8.1. ALL OBLIGATIONS. The Obligations shall be secured by
(a) a perfected first priority security interest (subject only to Permitted
Liens entitled to priority under applicable law) in all of the assets of GWI and
the US Guarantors (excluding, subject to (Section)7.8.3 hereof, Real Estate),
other than (subject to clause (b) and (c) hereof) stock or other equity
interests of any Subsidiary, (b) a perfected first priority security interest
(subject only to Permitted Liens entitled to priority under applicable law) in
100% of the stock or other equity interests of the US Guarantors, and (c) except
with respect to the Canadian Obligations, a perfected first priority security
interest (subject only to Permitted Liens entitled to priority under applicable
law) in 65% of the stock or other equity interests of each non-U.S. Guarantor.

                  7.8.2. CANADIAN OBLIGATIONS. The Canadian Obligations shall be
further secured by (a) a perfected first priority security interest (subject
only to Permitted Liens entitled to priority under applicable law) in all of the
assets of the Canadian Borrower and each of the Canadian Guarantors (excluding,
subject to (Section)7.8.3 hereof, Real Estate), (b) a perfected first priority
security interest (subject only to Permitted Liens entitled to priority under
applicable law) in 35% of the stock or other equity interests of each of the
Canadian Guarantors whose direct parent is a Person organized or otherwise
formed under the laws of any state of the United States or the District of
Columbia, and a perfected second priority security interest (subject only to
<PAGE>
                                      -55-

Permitted Liens entitled to priority under applicable law and the Liens of the
Administrative Agent securing the US Obligations) in 65% of the stock or other
equity interests of each of the Canadian Guarantors whose direct parent is a
Person organized or otherwise formed under the laws of any state of the United
States or the District of Columbia, and (c) a perfected first priority security
interest (subject only to Permitted Liens entitled to priority under applicable
law) in 100% of the stock or other equity interests of the Canadian Borrower and
each of the Canadian Guarantors whose direct parent is a Person organized or
otherwise formed under the laws of Canada or any province thereof.

                  7.8.3. REAL ESTATE. The Borrowers will, and will cause each of
their Restricted Subsidiaries to, upon the request of the Administrative Agent,
execute and deliver, as promptly as practicable, but in any event within sixty
(60) days thereafter, mortgages with respect to such Person's Real Estate, and
take such other actions as may be reasonably requested including without
limitation the delivery of legal opinions and title insurance, within one
hundred twenty (120) days of such request, so as to provide the Administrative
Agent, for the benefit of the Lenders and the Administrative Agent, a perfected
first priority security interest in such assets.

                       8. REPRESENTATIONS AND WARRANTIES.

         Each of the Borrowers represents and warrants to the Lenders and the
Administrative Agent as follows:

         8.1. CORPORATE AUTHORITY.

                  8.1.1. INCORPORATION; GOOD STANDING. Each of the Borrowers and
         its Restricted Subsidiaries (a) is a corporation, partnership or
         limited liability company duly organized, validly existing and in good
         standing under the laws of its state or country of incorporation or
         formation, (b) has all requisite corporate or other power to own its
         property and conduct its business as now conducted and as presently
         contemplated, and (c) is in good standing as a foreign corporation (or
         similar business entity) and is duly authorized to do business in each
         jurisdiction where such qualification is necessary except where a
         failure to be so qualified would not have a Material Adverse Effect.

                  8.1.2. AUTHORIZATION. The execution, delivery and performance
         of this Credit Agreement and the other Loan Documents to which any of
         the Borrowers or any of their Restricted Subsidiaries is or is to
         become a party and the transactions contemplated hereby and thereby (a)
         are within the corporate or other authority of such Person, (b) have
         been duly authorized by all necessary corporate or other proceedings,
         (c) do not and will not conflict with or result in any breach or
         contravention of any provision of law, statute, rule or regulation to
         which any such Person is subject or any judgment, order, writ,
         injunction, license or permit applicable to any such Person unless no
         Material Adverse Effect and (d) do not conflict with any provision of
         the Governing Documents of, or any agreement or other material
         instrument binding upon any such Person.

                  8.1.3. ENFORCEABILITY. The execution and delivery of this
         Credit Agreement and the other Loan Documents to which any of the
         Borrowers or any of their Restricted Subsidiaries is or is to become a
         party will result in valid and legally binding obligations of such
         Person enforceable against it in accordance with the respective terms
         and provisions hereof and thereof, except as enforceability is limited
         by bankruptcy, insolvency, reorganization, moratorium or other laws
         relating to or affecting generally the
<PAGE>
                                      -56-

         enforcement of creditors' rights and except to the extent that
         availability of the remedy of specific performance or injunctive
         relief is subject to the discretion of the court before which any
         proceeding therefor may be brought.

          8.2. GOVERNMENTAL APPROVALS. The execution, delivery and performance
by each of the Borrowers and each of its Restricted Subsidiaries of this Credit
Agreement, the other Loan Documents to which any of the Borrowers or any of
their Restricted Subsidiaries is or is to become a party and the transactions
contemplated hereby and thereby do not require the approval, consent, order,
authorization or license by, or giving of notice to, or taking of any other
action with respect to, any governmental agency or authority of any jurisdiction
(including, without limitation, the STB), or other fiscal, monetary or other
authority, under any provisions of any laws or governmental rules, regulations,
orders, or decrees of any jurisdiction or the central bank of any jurisdiction
or other fiscal, monetary or other authority, under any provision of any laws or
governmental rules, regulations, orders or decrees of any jurisdiction
applicable to or binding on any Borrower or any of their Restricted
Subsidiaries.

         8.3. TITLE TO PROPERTIES; LEASES. Except as indicated on Schedule 8.3
hereto, each of the Borrowers and each of its Restricted Subsidiaries own all of
the assets reflected in the consolidated and consolidating balance sheets of the
US Borrower and its Restricted Subsidiaries as at the Balance Sheet Date or
acquired since that date (except property and assets sold or otherwise disposed
of in the ordinary course of business since that date), subject to no rights of
others, including any mortgages, leases, conditional sales agreements, title
retention agreements, Liens or other encumbrances except Permitted Liens and the
rights of lessees and other parties lawfully in possession in the ordinary
course of business.

         8.4. FINANCIAL STATEMENTS AND PROJECTIONS.

                  8.4.1. FINANCIAL STATEMENTS. There has been furnished to each
         of the Lenders the consolidated balance sheet of the US Borrower and
         its Subsidiaries as of the Balance Sheet Date, and consolidated
         statements of income and cash flows of the US Borrower and its
         Subsidiaries, in each case for the fiscal year then ended, audited by
         Arthur Andersen LLP. There has also been furnished to each of the
         Lenders the consolidated balance sheets for the Borrowers and their
         Restricted Subsidiaries and the consolidating balance sheets of the
         Borrowers and their Restricted Subsidiaries, in each case as of the
         Balance Sheet Date and June 30, 2002, and the related consolidated
         statements of income and cash flow for the Borrowers and their
         Restricted Subsidiaries for the fiscal quarters then ended, and the
         consolidating statements of income and cash flow for the Borrowers and
         their Restricted Subsidiaries for the fiscal quarters then ended, each
         setting forth in comparative form the figures for the previous fiscal
         year. All such balance sheets, statements of income, cash flow
         statements and financial statements have been prepared in accordance
         with GAAP and fairly present the financial condition of the Borrowers
         and their Restricted Subsidiaries, as at the close of business on the
         dates thereof and the results of operations for the fiscal year or
         other period then ended. There are no contingent liabilities of the
         Borrowers or their Restricted Subsidiaries as of such dates involving
         material amounts, to the best of the knowledge of the officers of any
         of the Borrowers, which were not disclosed in such balance sheet and
         statements and the notes related thereto.

                  8.4.2. PROJECTIONS. The projections of the Borrowers and their
         Restricted Subsidiaries including (a) on an annual basis, consolidated
         balance sheets, income and
<PAGE>
                                      -57-

         cash flow statements of the Borrowers and their Restricted
         Subsidiaries, in each case for the period from January 1, 2002 through
         December 31, 2007 and (b) annual calculations of the covenants
         contained in (Section)11 hereof for the 2002 through 2007 fiscal
         years, copies of which have been delivered to each Lender, disclose
         all assumptions made with respect to general economic, financial and
         market conditions used in formulating such projections. To the best
         knowledge of the Borrowers, no facts exist that (individually or in
         the aggregate) would result in any material change in any of such
         projections. The projections are based upon reasonable estimates and
         assumptions, have been prepared on the basis of the assumptions stated
         therein and reflect the reasonable estimates of the Borrowers of the
         results of operations and other information projected therein.

         8.5. NO MATERIAL CHANGES, ETC.; SOLVENCY.

                  8.5.1. CHANGES. Since the Balance Sheet Date there has been no
         event or occurrence which has had a Material Adverse Effect. Since the
         Balance Sheet Date, the Borrowers have not made any Restricted Payment
         other than as permitted by (Section)10.4 hereof.

                  8.5.2. SOLVENCY. Both before and after giving effect to the
         transactions contemplated by this Credit Agreement and the other Loan
         Documents, the Borrowers and their Restricted Subsidiaries, on a
         consolidated basis, are Solvent. As used herein, "Solvent" shall mean
         that the Borrowers and their Restricted Subsidiaries on a consolidated
         basis (a) have assets having a fair value in excess of their
         liabilities, (b) have assets having a fair value in excess of the
         amount required to pay their liabilities on existing debts as such
         debts become absolute and matured, and (c) have, and expect to continue
         to have, access to adequate capital for the conduct of their business
         and the ability to pay their debts from time to time incurred in
         connection with the operation of their business as such debts mature.

         8.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC. Each of the Borrowers and
each of their Restricted Subsidiaries possesses all franchises, patents,
copyrights, trademarks, trade names, licenses and permits, and rights in respect
of the foregoing, adequate for the conduct of its business substantially as now
conducted without, to the best of its knowledge, conflict with any rights of
others.

         8.7. LITIGATION. Except as set forth in Schedule 8.7 hereto, there are
no actions, suits, proceedings or investigations of any kind pending or
threatened against any of the Borrowers or their Restricted Subsidiaries before
any court, tribunal or administrative agency or board (a) that, if adversely
determined, would have a Material Adverse Effect, or (b) which question the
validity of this Credit Agreement or any of the other Loan Documents, or any
action taken or to be taken pursuant hereto or thereto.

         8.8. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. None of the
Borrowers or any of their Restricted Subsidiaries is in violation of any
provision of its Governing Documents, or any agreement or instrument to which it
may be subject or by which it or any of its properties may be bound or any
decree, order, judgment, statute, license, rule or regulation, in any of the
foregoing cases in a manner that could have a Material Adverse Effect.

         8.9. TAX STATUS. The Borrowers and their Restricted Subsidiaries (a)
have made, filed or duly extended all federal, provincial, state and income and
all other material tax returns, reports
<PAGE>
                                      -58-

and declarations required by any jurisdiction to which any of them is subject,
(b) have paid all Taxes and other governmental assessments and charges shown or
determined to be due on such returns, reports and declarations and all estimated
Taxes in connection with any extensions, except those being contested in good
faith and by appropriate proceedings and (c) have set aside on their books
provisions reasonably adequate for the payment of all Taxes for periods
subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid Taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Borrowers know of no
basis for any such claim.

         8.10. NO EVENT OF DEFAULT. No Default or Event of Default has occurred
and is continuing.

         8.11. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. None of the
Borrowers or any of their Restricted Subsidiaries is a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company", as such terms are defined in the Public Utility Holding Company Act of
1935; nor is it an "investment company", or an "affiliated company" or a
"principal underwriter" of an "investment company", as such terms are defined in
the Investment Company Act of 1940.

         8.12. CERTAIN TRANSACTIONS. Except as set forth on Schedule 8.12 and
except for arm's length transactions pursuant to which any of the Borrowers or
any of their Restricted Subsidiaries makes payments in the ordinary course of
business upon terms no less favorable than such Borrower or such Restricted
Subsidiary could obtain from third parties, none of the officers, directors, or
employees of any of the Borrowers or any of their Restricted Subsidiaries or
other Affiliates is presently a party to any transaction with any of the
Borrowers or any of their Restricted Subsidiaries (other than for services as
employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments
to or from any officer, director or such employee or, to the best knowledge of
such Person, any corporation, partnership, trust or other entity in which any
officer, director, other Affiliates or any such employee has a substantial
interest or is an officer, director, trustee or partner.

         8.13. EMPLOYEE BENEFIT PLANS.

                  8.13.1. IN GENERAL. Each Employee Benefit Plan and each
         Guaranteed Pension Plan has been maintained and operated in compliance
         in all material respects with the provisions of ERISA and, to the
         extent applicable, the Code, including but not limited to the
         provisions thereunder respecting prohibited transactions and the
         bonding of fiduciaries and other persons handling plan funds as
         required by (Section)412 of ERISA except where failure to comply would
         not reasonably be expected to cause a Material Adverse Effect or
         otherwise create a Default or Event of Default hereunder. Except as
         set forth in Schedule 8.13, the US Borrower has heretofore delivered
         to the Administrative Agent the most recently completed annual report,
         Form 5500, with all required attachments, and actuarial statement
         required to be submitted under (Section)103(d) of ERISA, with respect
         to each Guaranteed Pension Plan.

                  8.13.2. GUARANTEED PENSION PLANS. Except as set forth in
         Schedule 8.13, each contribution required to be made to a Guaranteed
         Pension Plan, whether required to be made to avoid the incurrence of
         an accumulated funding deficiency, or the notice or lien provisions of
         (Section)302(f) of ERISA has been timely made. No waiver of an
         accumulated
<PAGE>
                                      -59-

         funding deficiency or extension of amortization periods has been
         received with respect to any Guaranteed Pension Plan and neither the
         US Borrower nor any ERISA Affiliate is obligated to or has posted
         security in connection with an amendment to a Guaranteed Pension Plan
         pursuant to (Section)307 of ERISA or (Section)401(a)(29) of the Code.
         No liability to the PBGC (other than required insurance premiums,
         which to the extent heretofore due have been timely paid) has been
         incurred by any of the Borrowers or any ERISA Affiliate with respect
         to any Guaranteed Pension Plan and there has not been any ERISA
         Reportable Event, or any other event or condition which presents a
         material risk of termination of any Guaranteed Pension Plan by the
         PBGC. Based on the latest valuation of each Guaranteed Pension Plan
         (which in each case occurred within twelve months of the date of this
         representation), and on the actuarial methods and assumptions employed
         for that valuation, or where the initial valuation of any Guaranteed
         Pension Plan has not been completed, based on the US Borrower's
         reasonable estimate of the benefit liabilities and assets of such
         Plan, the aggregate benefit liabilities of all such Guaranteed Pension
         Plans within the meaning of (Section)4001 of ERISA did not exceed the
         aggregate value of the assets of all such Guaranteed Pension Plans,
         disregarding for this purpose the benefit liabilities and assets of
         any Guaranteed Pension Plan with assets in excess of benefit
         liabilities, by more than $5,000,000.

                  8.13.3. MULTIEMPLOYER PLANS. Neither the US Borrower nor any
         ERISA Affiliate has incurred any material liability (including
         secondary liability) to any Multiemployer Plan as a result of a
         complete or partial withdrawal from such Multiemployer Plan under
         (Section)4201 of ERISA or as a result of a sale of assets described in
         (Section)4204 of ERISA. Neither the US Borrower nor any ERISA
         Affiliate has been notified that any Multiemployer Plan is in
         reorganization or insolvent under and within the meaning of
         (Section)4241 or (Section)4245 of ERISA or is at risk of entering
         reorganization or, becoming insolvent, or that any Multiemployer Plan
         intends to terminate or has been terminated under (Section)4041A of
         ERISA.

                  8.13.4. CANADIAN PLANS. All contributions or premiums to be
         paid by the Canadian Borrower and the Canadian Guarantors under the
         terms of each Canadian Plan or by applicable law have been made in a
         timely fashion in accordance with applicable law and the terms of the
         Canadian Plans, and each Canadian Plan has been registered,
         administered, and invested in accordance with its terms and applicable
         law. The Canadian Borrower and the Canadian Guarantors may unilaterally
         amend or terminate, in whole or in part, each of their Canadian Plans.
         Except as set forth in Schedule 8.13, as of the date hereof, neither
         the aggregate going concern unfunded liability nor the aggregate
         solvency deficiency in respect of all the Canadian Plans which are
         funded plans, determined pursuant to the actuarial assumptions and
         methodology utilized in the most recent actuarial valuations therefor,
         exceeds the Canadian Dollar Equivalent of $5,000,000. The Canadian
         Borrower and Canadian Guarantors have delivered to the Administrative
         Agent such valuations for each funded Canadian Plan.

         8.14. USE OF PROCEEDS; REGULATIONS U AND X. The proceeds of the Loans
shall be used by (a) the US Borrower solely to restate and refinance the Loans
under the Prior Credit Agreement, for Permitted Acquisitions, investments
permitted under (Section)10.3 and for working capital, Capital Expenditures and
general corporate purposes, and (b) the Canadian Borrower to refinance existing
Indebtedness, working capital and general corporate purposes. The US Borrower
will obtain Letters of Credit solely for working capital and general corporate
purposes. No portion of any Loan is to be used, and no portion of any Letter of
Credit is to be obtained, for
<PAGE>
                                      -60-

the purpose of purchasing or carrying any "margin security" or "margin stock" as
such terms are used in Regulations U and X of the Board of Governors of the
Federal Reserve System, 12 C.F.R. Parts 221 and 224.

         8.15. ENVIRONMENTAL COMPLIANCE. Each of the Borrowers and their
Restricted Subsidiaries have taken all reasonable steps to investigate the past
and present condition and usage of the Real Estate and the operations conducted
thereon and, based upon such reasonable investigation, has determined that:

                  (a)      except as set forth on Schedule 8.15 attached hereto,
         none of the Borrowers, none of their Restricted Subsidiaries nor any
         operator of the Real Estate or any operations thereon is in violation,
         or alleged violation, of any judgment, decree, order, law, license,
         rule or regulation pertaining to environmental matters, including
         without limitation, those arising under the Resource Conservation and
         Recovery Act ("RCRA"), the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980 as amended ("CERCLA"), the
         Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the
         Federal Clean Water Act, the Federal Clean Air Act, the Toxic
         Substances Control Act, or any Canadian, federal, provincial, state or
         local statute, regulation, ordinance, order or decree relating to
         health, safety or the environment or otherwise relating to land use or
         occupation of land or buildings, heritage preservation, protection or
         conservation of natural or cultural sources, pollution or
         contamination of air, water or soil, waste or chemical disposal,
         toxic, hazardous, poisonous, or dangerous substances or noise or odor
         (hereinafter "Environmental Laws"), which violation could have a
         Material Adverse Effect;

                  (b)      except as set forth in Schedule 8.15 attached hereto,
         none of the Borrowers nor any of their Restricted Subsidiaries has
         received notice from any third party including, without limitation,
         any Canadian, federal, provincial, state or local governmental
         authority, (i) that any one of them has been identified by the United
         States Environmental Protection Agency ("EPA") as a potentially
         responsible party under CERCLA with respect to a site listed on the
         National Priorities List, 40 C.F.R. Part 300 Appendix B; (ii) that any
         hazardous waste, as defined by 42 U.S.C. (Section)6903(5) or by any
         applicable Environmental Laws, any hazardous substances as defined by
         42 U.S.C. (Section)9601(14) or by any applicable Environmental Laws,
         any pollutant or contaminant as defined by 42 U.S.C. (Section)9601(33)
         or by any applicable Environmental Laws and any toxic substances, oil
         or hazardous materials or other chemicals or substances regulated by
         any Environmental Laws ("Hazardous Substances") which any one of them
         has generated, transported or disposed of has been found at any site
         at which a federal, provincial, state or local agency or other third
         party has conducted or has ordered that the Borrowers or any of their
         Restricted Subsidiaries conduct a remedial investigation, removal or
         other response action pursuant to any Environmental Law; or (iii) that
         it is or shall be a named party to any claim, action, cause of action,
         complaint, or legal or administrative proceeding (in each case,
         contingent or otherwise) arising out of any third party's incurrence
         of costs, expenses, losses or damages of any kind whatsoever in
         connection with the release of Hazardous Substances, in each case
         which has or has the potential of having a Material Adverse Effect;

                  (c)      except as set forth on Schedule 8.15 attached hereto:
         (i) to the best knowledge of any of the Borrowers, no portion of the
         Real Estate has been used for the handling, processing, storage or
         disposal of Hazardous Substances which would have a
<PAGE>
                                      -61-

         Material Adverse Effect, except in accordance with applicable
         Environmental Laws; (ii) in the course of any activities conducted by
         any Borrower, its Restricted Subsidiaries or operators of its
         properties, no Hazardous Substances have been generated or are being
         used on the Real Estate except in accordance with applicable
         Environmental Laws; (iii) to the best knowledge of any Borrower, there
         have been no releases (i.e. any past or present releasing, spilling,
         leaking, pumping, pouring, emitting, emptying, discharging, injecting,
         escaping, disposing or dumping) or threatened releases of Hazardous
         Substances on, upon, into or from the properties of any Borrower or
         its Restricted Subsidiaries, which releases would have a material
         adverse effect on the value of any of the Real Estate or adjacent
         properties or the environment; (iv) to the best knowledge of any
         Borrower, there have been no releases on, upon, from or into any real
         property in the vicinity of any of the Real Estate which, through soil
         or groundwater contamination, may have come to be located on, and
         which would have a material adverse effect on the value of, the Real
         Estate; and (v) in addition, to the best knowledge of any Borrower,
         any Hazardous Substances that have been generated on any of the Real
         Estate after the effective date of RCRA and applicable regulations
         have been transported offsite only by carriers having an
         identification number issued by the EPA and with respect to Real
         Estate located in Canada, an identification number issued by any
         Canadian federal or provincial agency, treated or disposed of only by
         treatment or disposal facilities maintaining valid permits as required
         under applicable Environmental Laws, which transporters and facilities
         have been and are, to the best knowledge of each Borrower, operating
         in compliance with such permits and applicable Environmental Laws; and

                  (d)      except as listed on Schedule 8.15 hereto, none of the
        Borrowers and their Restricted Subsidiaries, nor any of the Real Estate
        is subject to any applicable Environmental Law requiring the performance
        of Hazardous Substances site assessments, or the removal or remediation
        of Hazardous Substances, or the giving of notice to any governmental
        agency or the recording or delivery to other Persons of an environmental
        disclosure document or statement by virtue of the transactions set forth
        herein and contemplated hereby, or as a condition to the effectiveness
        of any other transactions contemplated hereby.

         8.16. SUBSIDIARIES, ETC. Each of the Borrowers' direct and indirect
Subsidiaries are as set forth on Schedule 8.16 hereof and each Borrower holds
the ownership interests in each direct and indirect Subsidiary described on
Schedule 8.16. None of the Subsidiaries of the Borrowers has any other
Subsidiaries except as set forth on Schedule 8.16 hereto. None of the Borrowers
or any of their Subsidiaries is engaged in any joint venture or partnership with
any other Person.

         8.17. CAPITALIZATION. The US Borrower and its Subsidiaries are the
record and beneficial owners of the issued and outstanding Capital Stock of the
Persons described in and in the manner set forth on Schedule 8.17 hereof, free
and clear of all Liens, other than Permitted Liens. All shares of such Capital
Stock have been validly issued, are outstanding, fully paid and nonassessable
and no options, warrants or other rights to subscribe to additional shares of
the Capital Stock of such Persons have been granted or exist.

         8.18. FISCAL YEAR. Each of the Borrowers and their Restricted
Subsidiaries has a fiscal year which is twelve calendar months ending on
December 31 of each year.

         8.19. OPERATION OF RAILROADS. Each of the Borrowers is a rail
carrier or is primarily engaged in the business of providing management and
administrative services to rail carriers and
<PAGE>
                                      -62-

other entities in the transportation business, and holding stock of its
Restricted Subsidiaries. Each of the US Borrower's Restricted Subsidiaries
(other than Leasing, RSI, GWIC, Management, Emons Industries, Inc., P&L Junction
Holdings, Inc., Erie Holdings, Inc., Emons Finance Corp. and Investors) are
primarily engaged in the railroad business in the states set forth below their
respective names on Schedule 8.19 attached hereto. RSI and Management provide
management and support functions for certain of the other Restricted
Subsidiaries of the US Borrower. Investors, Emons Transportation Group, Inc.
and Emons Railroad Group, Inc. are holding companies. Leasing and SLR Leasing
Corp. are primarily engaged in the business of acquiring, rebuilding, leasing
and selling locomotives and rolling stock, and in other activities related to
rail transportation. Maine Intermodal Transportation, Inc. operates an
intermodal terminal. York Rail Logistics, Inc. provides warehousing and
logistics services. Each of the US Borrower's Restricted Subsidiaries (other
than Leasing, RSI, Management, Investors, SLR Leasing Corp., Maine Intermodal
Transportation, Inc., Emons Industries, Inc., P&L Junction Holdings, Inc., Erie
Holdings, Inc., Emons Finance Corp. and York Rail Logistics, Inc.) operates
railroads in accordance with applicable laws.

         8.20. DISCLOSURE. No representation or warranty made by any of the
Borrowers or any of their Restricted Subsidiaries in any Loan Document to which
it is a party and no document or information furnished to the Administrative
Agent or the Lenders by or on behalf of or at the request of any of the
Borrowers or any of their Restricted Subsidiaries in connection with any of the
transactions contemplated by the Loan Documents contains any untrue statement of
a material fact or omits to state any material fact necessary in order to make
the statements contained therein not misleading in light of the circumstances in
which they are made.

         8.21. NO WITHHOLDING. As of the Closing Date, none of the Borrowers are
required by the laws of any jurisdiction to make any deduction or withholding of
any nature whatsoever from any payment to be made by way of the Borrowers, or
unless the amount and likelihood such deductions or withholdings are not, in the
Administrative Agent's reasonable discretion, material. Neither this Credit
Agreement nor any of the other Loan Documents is subject to any registration or
stamp tax or any other similar or like taxes payable in any jurisdiction.

                   9. AFFIRMATIVE COVENANTS OF THE BORROWERS.

         Each of the Borrowers covenants and agrees that, so long as any Loan,
Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding or any
Lender has any obligation to make any Loans or the Issuing Lender has any
obligation to issue, extend or renew any Letters of Credit:

         9.1. PUNCTUAL PAYMENT. Each of the Borrowers will duly and punctually
pay or cause to be paid the principal and interest on the Loans, all
Reimbursement Obligations, Letter of Credit Fees, Commitment Fees, Agent's Fees
and all other amounts provided for in this Credit Agreement and the other Loan
Documents to which such Borrower or any of its Restricted Subsidiaries is a
party, all in accordance with the terms of this Credit Agreement and such other
Loan Documents.

         9.2. MAINTENANCE OF OFFICE.

                  9.2.1. US BORROWER AND US GUARANTORS. The US Borrower and the
         US Guarantors will maintain their chief executive office at Corporate
         Headquarters, 66 Field Point Road, Greenwich, CT 06830 or at such other
         place in the United States of America
<PAGE>
                                      -63-

         as the US Borrower shall designate, upon thirty (30) days' prior
         written notice to the Administrative Agent, where notices,
         presentations and demands to or upon the US Borrower and the US
         Guarantors in respect of the Loan Documents to which the US Borrower
         is a party may be given or made.

                  9.2.2. CANADIAN BORROWER AND CANADIAN GUARANTORS. The Canadian
         Borrower and each of the Canadian Guarantors (other than Huron) will
         maintain their registered office at 6650 Durocher, Building No. 1,
         Outremont, Quebec H2B 3Z3, and Huron will maintain its registered
         office at 30 Oakland Avenue, Sault Ste.-Marie, Ontario, P6A 2T3, or at
         such other places in Canada as the Canadian Borrower shall designate,
         upon thirty (30) days' prior written notice to the Administrative
         Agent, where notices, presentations and demands to or upon the Canadian
         Borrower and the Canadian Guarantors in respect of the Loan Documents
         to which the Canadian Borrower or any of the Canadian Guarantors are
         party may be given or made.

         9.3. RECORDS AND ACCOUNTS. Each Borrower will (a) keep, and cause each
of its Restricted Subsidiaries to keep, true and accurate records and books of
account in which full, true and correct entries will be made in accordance with
GAAP and (b) maintain adequate accounts and reserves for all taxes (including
income taxes), depreciation, depletion, obsolescence and amortization of its
properties and the properties of its Restricted Subsidiaries, contingencies, and
other reserves.

         9.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The Borrowers
will deliver to the Administrative Agent:

                  (a)      as soon as practicable, but in any event not later
         than ninety (90) days after the end of each fiscal year of the
         Borrowers, the consolidated balance sheets for GWI and its
         Subsidiaries and the consolidating balance sheets of GWI and its
         Subsidiaries, in each case as at the end of such year, and the related
         consolidated statements of income and cash flow for GWI and its
         Subsidiaries for the period then ended, and the consolidating
         statements of income and cash flow for GWI and its Subsidiaries for
         the period then ended, each setting forth in comparative form the
         figures for the previous fiscal year (with the exception of the
         comparative consolidating statements for fiscal year 2002 which will
         not be provided), and all such consolidated and consolidating
         statements to be in reasonable detail and prepared in accordance with
         GAAP, and all such consolidated and consolidating statements to be
         certified without qualification by PriceWaterhouseCoopers LLP or by
         other independent certified public accountants satisfactory to the
         Administrative Agent, together with (i) a written statement from such
         accountants to the effect that they have read a copy of this Credit
         Agreement, and that, in making the examination necessary to said
         certification, they have obtained no knowledge of any Default or Event
         of Default, or, if such accountants shall have obtained knowledge of
         any then existing Default or Event of Default they shall disclose in
         such statement any such Default or Event of Default; provided that
         such accountants shall not be liable to the Lenders for failure to
         obtain knowledge of any Default or Event of Default and (ii) their
         accountants' management letter relating to such fiscal year;

                  (b)      as soon as practicable, but in any event not later
         than forty-five (45) days after the end of each of the first three
         fiscal quarters of the Borrowers, copies of the unaudited consolidated
         balance sheets of the Borrowers and their Restricted Subsidiaries
         and the consolidating balance sheets of the Borrowers and their
         Restricted Subsidiaries,
<PAGE>
                                      -64-

         in each case as at the end of such quarter, the related consolidated
         statements of income and cash flow for the Borrowers and their
         Restricted Subsidiaries for the portion of the Borrowers' fiscal year
         then elapsed, and the consolidating statements of income and cash flow
         for the Borrowers and their Restricted Subsidiaries for the portion of
         the Borrower's fiscal year then elapsed, all in reasonable detail and
         prepared in accordance with GAAP, together with a certification by the
         principal financial or accounting officers of the Borrowers that the
         information contained in such financial statements fairly present the
         financial position of the Borrowers and their Restricted Subsidiaries
         on the date thereof (subject to year-end adjustments);

                  (c)      simultaneously with the delivery of the financial
         statements referred to in subsection (a) and subsection (b) above,
         provided that for the fiscal quarter ending as of September 30, 2002
         the Borrowers shall deliver the financial statements referred to in
         subsection (b) above and a calculation of the Funded Debt to EBITDAR
         Ratio for the fiscal period then ended, a statement certified by the
         principal financial or accounting officers of the Borrowers in
         substantially the form of Exhibit D hereto (a "Compliance Certificate")
         and setting forth in reasonable detail computations evidencing
         compliance with the covenants contained in (Section)11 and, in each
         case, (if applicable) reconciliations to reflect changes in GAAP since
         the Balance Sheet Date;

                  (d)      contemporaneously with the filing or mailing thereof,
         copies of all material of a financial nature (i) filed with the
         Securities and Exchange Commission or (ii) sent to the stockholders of
         the Borrowers;

                  (e)      no later than February 28 of each fiscal year of the
         Borrowers, the annual budgets of the Borrowers and their Restricted
         Subsidiaries, including projected consolidated balance sheets for the
         end of such fiscal year and the end of each quarter of such fiscal year
         and consolidated statements of income and cash flow for such fiscal
         year and the end of each quarter of such fiscal year of the Borrowers
         and their Restricted Subsidiaries; and

                  (f)      from time to time such other financial data and
         information as the Administrative Agent or any Lender may reasonably
         request.

         9.5. NOTICES.

                  9.5.1. DEFAULTS. Each Borrower will promptly notify the
         Administrative Agent and each of the Lenders in writing of the
         occurrence of any Default or Event of Default of which they become
         aware. If any Person shall give any notice or take any other action in
         respect of a claimed default (whether or not constituting an Event of
         Default) under this Credit Agreement or any other note, evidence of
         indebtedness, indenture or other obligation to which or with respect to
         which any of the Borrowers or any of their Restricted Subsidiaries are
         parties or obligors, whether as principal, guarantor, surety or
         otherwise, such Borrower shall forthwith give written notice thereof to
         the Administrative Agent and each of the Lenders, describing the notice
         or action and the nature of the claimed default.

                  9.5.2. ENVIRONMENTAL EVENTS. Each Borrower will within fifteen
         (15) days of becoming aware thereof, give notice to the Administrative
         Agent and each of the Lenders (a) of any violation of any Environmental
         Law that any of the Borrowers or any of their
<PAGE>
                                      -65-

         Restricted Subsidiaries reports in writing or is reportable by such
         Person in writing (or for which any written report supplemental to any
         oral report is made) to any federal, provincial, state or local
         environmental agency and (b) upon becoming aware thereof, of any
         inquiry, proceeding, investigation, or other action, including a
         notice from any agency of potential environmental liability, of any
         federal, provincial, state or local environmental agency or board,
         that has the potential to have a Material Adverse Effect.

                  9.5.3. NOTICE OF LITIGATION AND JUDGMENTS. Each Borrower will,
         and will cause each of its Restricted Subsidiaries to, give notice to
         the Administrative Agent and each of the Lenders in writing within
         fifteen (15) days of becoming aware of any litigation or proceedings
         threatened in writing or any pending litigation and proceedings
         affecting any of the Borrowers or any of their Restricted Subsidiaries
         or to which any of the Borrowers or any of their Restricted
         Subsidiaries is or becomes a party involving an uninsured claim against
         any of the Borrowers or any of their Restricted Subsidiaries that could
         reasonably be expected to have a Material Adverse Effect on such
         Borrower and its Restricted Subsidiaries taken as a whole and stating
         the nature and status of such litigation or proceedings. Each Borrower
         will, and will cause each of its Restricted Subsidiaries to, give
         notice to the Administrative Agent and each of the Lenders, in writing,
         in form and detail satisfactory to the Administrative Agent, within ten
         (10) days of any judgment not covered by insurance, final or otherwise,
         against any of the Borrowers or any of their Restricted Subsidiaries in
         an amount in excess of $5,000,000.

                  9.5.4. NOTIFICATION OF DERAILMENTS. Each Borrower will, and
         will cause each of its Restricted Subsidiaries to, give notice to the
         Administrative Agent and each of the Lenders in writing within five (5)
         days of becoming aware thereof of any derailments or other types of
         accidents which result (or could result) in the incurrence of costs by
         the Borrowers and their Restricted Subsidiaries reasonably estimated to
         be or exceed $1,000,000 and which could reasonably be expected to have
         a Material Adverse Effect. The US Borrower shall deliver to the
         Administrative Agent and each of the Lenders all reports filed with the
         FRA regarding any occurrence referred to in this (Section)9.5.4. The
         Canadian Borrower shall deliver to the Administrative Agent and each of
         the Lenders all reports filed with relevant governmental authorities to
         which derailments or other types of accidents relating to railway
         operations are obliged to be reported.

         9.6. CORPORATE EXISTENCE; MAINTENANCE OF PROPERTIES. Each Borrower will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence, rights and franchises and those of its
Restricted Subsidiaries and will not, and will not cause or permit any of its
Restricted Subsidiaries to, convert to a limited liability company or a limited
liability partnership. Each Borrower (a) will cause all of its properties and
those of its Restricted Subsidiaries used or useful in the conduct of its
business or the business of their Restricted Subsidiaries to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment, (b) will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
each Borrower may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times, and (c)
will, and will cause each of its Restricted Subsidiaries to, continue to engage
primarily in the businesses now conducted by them and in related businesses;
provided that nothing in this (Section)9.6 shall prevent any of the Borrowers
from discontinuing the operation and maintenance of any of its properties or any
of those of its Restricted Subsidiaries, including the existence of any
Restricted Subsidiary of any of the Borrowers or the conversions of any
Restricted Subsidiary of the Borrowers to a limited liability
<PAGE>
                                      -66-

company or limited liability partnership, if such discontinuance or conversion
is, in the judgment of such Borrower, desirable in the conduct of its or their
business and that do not in the aggregate have a Material Adverse Effect and,
with respect to the conversions of a Borrower or a Restricted Subsidiary to a
limited liability company or limited liability partnership, simultaneously with
such conversion, such Borrower or Restricted Subsidiary shall have executed and
delivered to the Administrative Agent all documentation which the Administrative
Agent reasonably determines is necessary to continue such Borrower's or such
Restricted Subsidiary's obligations in respect of this Credit Agreement and the
other Loan Documents. Specifically, but not in limitation of the foregoing, the
US Borrower and each of the US Guarantors will maintain such an appropriate FRA
Class rating on its railroad lines as is reasonable and prudent in light of all
the relevant facts and circumstances.

         9.7. INSURANCE. Each Borrower will, and will cause each of its
Restricted Subsidiaries to, maintain with financially sound and reputable
insurers insurance with respect to their properties and business against such
casualties and contingencies as shall be in accordance with the general
practices of businesses engaged in similar activities in similar geographic
areas and in amounts, containing such terms, in such forms and for such periods
as described on Schedule 9.7 hereto and as may be reasonable and prudent.

         9.8. TAXES. Each Borrower will, and will cause each of its Restricted
Subsidiaries to, duly pay and discharge, or cause to be paid and discharged, all
material Taxes imposed upon it and its real properties, sales and activities, or
any part thereof, or upon the income or profits therefrom, as well as all claims
for labor, materials, or supplies that if unpaid might by law become a Lien or
charge upon any of its property in each case, that if not paid, is reasonably
likely to result in a Material Adverse Effect before the same shall become
delinquent or in default, except where (a) the validity or amount thereof shall
currently be contested in good faith by appropriate proceedings and (b) such
Borrower or such Restricted Subsidiary shall have set aside on its books
adequate reserves with respect thereto; provided however that each Borrower and
each of their Restricted Subsidiaries will pay all such Taxes forthwith upon the
commencement of proceedings to foreclose any Lien that may have attached as
security therefor.

         9.9. INSPECTION OF PROPERTIES AND BOOKS, ETC.

                  9.9.1. GENERAL. Each Borrower shall permit the Lenders,
         through the Administrative Agent or any of the Lenders' other
         designated representatives, to visit and inspect any of the properties
         of the Borrowers or any of their Restricted Subsidiaries, to examine
         the books of account of the Borrowers and their Restricted Subsidiaries
         (and to make copies thereof and extracts therefrom), and to discuss the
         affairs, finances and accounts of the Borrowers and their Restricted
         Subsidiaries with, and to be advised as to the same by, their officers,
         all at such reasonable times and intervals as the Administrative Agent
         or any Lender may reasonably request.

                  9.9.2. COMMUNICATIONS WITH ACCOUNTANTS. The Borrowers
         authorize the Administrative Agent and, if accompanied by the
         Administrative Agent, the Lenders, to communicate directly with the
         Borrowers' independent certified public accountants and authorize such
         accountants to disclose to the Administrative Agent and the Lenders any
         and all financial statements and other supporting financial documents
         and schedules including copies of any management letter with respect to
         the business, financial condition and other affairs of the Borrowers or
         any of their Restricted Subsidiaries. At
<PAGE>
                                      -67-

         the request of the Administrative Agent, the Borrowers shall deliver a
         letter addressed to such accountants instructing them to comply with
         the provisions of this (Section)9.9.2.

         9.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. Each
Borrower will, and will cause each of its Restricted Subsidiaries to, comply
with (a) the applicable laws and regulations wherever their business is
conducted, including all Environmental Laws, (b) the provisions of its Governing
Documents, (c) all material agreements and instruments by which they or any of
their properties may be bound and (d) all applicable decrees, orders, and
judgments, where, with respect to clauses (a), (c) and (d) only, failure to so
comply could have a Material Adverse Effect. If any authorization, consent,
approval, permit or license from any officer, agency or instrumentality of any
government shall become necessary or required in order that the Borrowers or any
of their Restricted Subsidiaries may fulfill any of their obligations hereunder
or any of the other Loan Documents to which such Borrower or such Restricted
Subsidiary is a party, such Borrower will, or (as the case may be) will cause
such Restricted Subsidiary to, immediately take or cause to be taken all
reasonable steps within the power of such Borrower or such Restricted Subsidiary
to obtain such authorization, consent, approval, permit or license and furnish
the Administrative Agent and the Lenders with evidence thereof.

         9.11. EMPLOYEE BENEFIT PLANS. The US Borrower will (a) within ten (10)
days of receipt of a written request by the Administrative Agent, furnish to the
Administrative Agent a copy of the most recent actuarial statement required to
be submitted under (Section)103(d) of ERISA and Annual Report, Form 5500, with
all required attachments, in respect of each Guaranteed Pension Plan and (b)
within ten (10) days of receipt or dispatch, furnish to the Administrative Agent
any notice, report or demand sent or received in respect of a Guaranteed Pension
Plan under (Sections)302, 4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA,
or in respect of a Multiemployer Plan, under (Sections)4041A, 4202, 4219, 4242,
or 4245 of ERISA. The Canadian Borrower and the Canadian Guarantors will (i)
within ten (10) days of receipt of a written request by the Administrative
Agent, furnish to the Administrative Agent a copy of the most recent actuarial
valuation submitted to the relevant authorities in respect of each funded
Canadian Plan and (ii) within ten (10) days of receipt or dispatch, furnish to
the Administrative Agent any material correspondence from or to the relevant
authorities or any other Person in respect of any Canadian Plan.

         9.12. USE OF PROCEEDS. Each Borrower will use the proceeds of the Loans
and the US Borrower will obtain Letters of Credit solely for the purposes set
forth in (Section)8.14 hereof.

         9.13. FURTHER ASSURANCES. Each Borrower will, and will cause each of
its Restricted Subsidiaries to, cooperate with the Lenders and the
Administrative Agent and execute such further instruments and documents as the
Lenders or the Administrative Agent shall reasonably request to carry out to
their reasonable satisfaction the transactions contemplated by this Credit
Agreement and the other Loan Documents.

         9.14. ADDITIONAL SUBSIDIARIES. The Borrowers shall (a) immediately upon
the creation, acquisition or designation after the Closing Date of a new
Restricted Subsidiary, pledge to the Administrative Agent for the benefit of the
Lenders and the Administrative Agent, the Capital Stock of such Restricted
Subsidiary pursuant to documentation satisfactory to the Administrative Agent,
provided that not more than 65% of the stock or other equity interests of the
foreign Subsidiaries of the US Borrower will be pledged to secure the US
Obligations, (b) cause each such Restricted Subsidiary to execute and deliver to
the Administrative Agent for the benefit of the Lenders and the Administrative
Agent, an Instrument of Adherence (Guaranty), in substantially the form of
Exhibit E hereto (an "Instrument of Adherence (Guaranty)"), provided
<PAGE>
                                      -68-

that foreign Subsidiaries of the US Borrower will not execute a Guaranty of the
US Obligations whereby such Restricted Subsidiary becomes a party to the
applicable Loan Documents and, as more fully set forth in such Instrument of
Adherence (Guaranty), grants to the Administrative Agent a perfected first
priority security interest (subject only to Permitted Liens entitled to priority
by applicable law) in all of its assets (other than real estate unless requested
by the Administrative Agent), together with legal opinions in form and substance
satisfactory to the Administrative Agent to be delivered to the Administrative
Agent and the Lenders opining as to the authorization, validity and
enforceability of such Instrument of Adherence (Guaranty) and the other
documentation delivered in connection therewith, and as to such other matters as
the Administrative Agent may request. In addition, the Borrowers shall
immediately upon the acquisition or creation of any new Subsidiary, notify the
Lenders thereof and provide the Administrative Agent and the Lenders with an
updated Schedule I, Schedule 8.16 and Schedule 8.17 hereto to reflect the
formation or acquisition of each new Subsidiary. The Borrowers shall inform the
Administrative Agent in writing within one (1) US Business Day of the delivery
of an updated Schedule I, Schedule 8.16 and Schedule 8.17 whether the newly
formed or acquired Subsidiary is a Restricted Subsidiary or an Unrestricted
Subsidiary under this Credit Agreement. Notwithstanding the other provisions of
this (Section)9.14, any Restricted Subsidiary in which any of the Borrowers or
any of the Restricted Subsidiaries have collectively invested less than
$100,000, and so long as such Restricted Subsidiary shall not have (a) assets in
excess of $100,000, (b) annual revenue in excess of $100,000 or (c) liabilities
in excess of $100,000, shall not be required to become a party to the Guaranty
or to pledge its assets.

                10. CERTAIN NEGATIVE COVENANTS OF THE BORROWERS.

         Each Borrower covenants and agrees that, so long as any Loan, Unpaid
Reimbursement Obligation, Letter of Credit or Note is outstanding or any Lender
has any obligation to make any Loans or the Issuing Lender has any obligation to
issue, extend or renew any Letters of Credit:

         10.1. RESTRICTIONS ON INDEBTEDNESS. The Borrowers will not, and will
not permit any of their Restricted Subsidiaries to, create, incur, assume,
guarantee or be or remain liable, contingently or otherwise, with respect to any
Indebtedness other than:

                  (a)      Indebtedness to the Lenders, the Issuing Lender and
         the Administrative Agent arising under any of the Loan Documents;

                  (b)      Indebtedness in respect of taxes, assessments,
         governmental charges or levies and claims for labor, materials and
         supplies to the extent that payment therefor shall not at the time be
         required to be made in accordance with the provisions of (Section)9.8;

                  (c)      Indebtedness in respect of judgments or awards that
         have been in force for less than the applicable period for taking an
         appeal so long as execution is not levied thereunder or in respect of
         which any Borrower or any of their Restricted Subsidiaries shall at the
         time in good faith be prosecuting an appeal or proceedings for review
         and in respect of which a stay of execution shall have been obtained
         pending such appeal or review;

                  (d)      endorsements for collection, deposit or negotiation
         and warranties of products or services, in each case incurred in the
         ordinary course of business;
<PAGE>
                                      -69-

                  (e)      Indebtedness of any of the Borrowers or any of their
         Restricted Subsidiaries to any of the Borrowers or any of their other
         Restricted Subsidiaries consisting of rights of reimbursement,
         contribution, subrogation and the like in connection with the joint and
         several obligations of the Borrowers and their Restricted Subsidiaries
         under the Loan Documents;

                  (f)      Indebtedness incurred (other than under this Credit
         Agreement) or assumed in connection with the acquisition after the date
         hereof of any real or personal property by the Borrowers or their
         Restricted Subsidiaries (including Indebtedness in respect of
         Capitalized Leases), provided that the aggregate principal amount of
         such Indebtedness of (i) the US Borrower and its Restricted
         Subsidiaries shall not exceed the amount of $25,000,000 at any one time
         and (ii) GRO and its Restricted Subsidiaries shall not exceed the
         aggregate amount of $7,500,000 at any one time;

                  (g)      Indebtedness existing on the date hereof and listed
         and described on Schedule 10.1 hereto including any extensions or
         refinancings thereof on substantially similar terms as the Indebtedness
         being refinanced and provided there is no increase in the amount
         thereof;

                  (h)      Indebtedness of (i) the US Borrower to any of the US
         Guarantors or any of the US Guarantors to the US Borrower or any of the
         other US Guarantors or (ii) the Canadian Borrower to any of the
         Canadian Guarantors or any of the Canadian Guarantors to the Canadian
         Borrower or any of the other Canadian Guarantors or (iii) (A) the US
         Borrower to the Canadian Borrower or any of the Canadian Guarantors,
         (B) the Canadian Borrower to the US Borrower or any of the US
         Guarantors, or (C) any of the Canadian Guarantors to the US Borrower or
         any of the US Guarantors, or (D) any of the US Guarantors to the
         Canadian Borrower or any of the Canadian Guarantors, provided that the
         aggregate amount of Indebtedness under this clause (iii) together with
         Investments permitted under (Section)10.3(e)(ii) shall not exceed
         $10,000,000 at any one time;

                  (i)      Indebtedness of the Borrowers with respect to Hedging
         Agreements provided that such Hedging Agreements are in form and
         substance acceptable to the Administrative Agent;

                  (j)      Indebtedness in respect of performance, surety,
         statutory, insurance, appeal or similar bonds obtained in the ordinary
         course of business;

                  (k)      Indebtedness of the Borrowers or any of their
         Restricted Subsidiaries in respect of guaranties of obligations in
         connection with Permitted Acquisitions and other Investments permitted
         by (Section)10.3(i) and (k) and for the operation of any of their
         Restricted Subsidiaries (in each case, to the extent the underlying
         Indebtedness with respect thereto is otherwise permitted under this
         (Section)10.1), not to exceed $15,000,000 in aggregate for all such
         permitted at any time;

                  (l)      Indebtedness of the US Borrower with respect to the
         put option of IFC pursuant to the IFC Documents;

                  (m)      Indebtedness with respect to the US Borrower's
         $8,000,000 Letter of Credit in favor of CFCM until Technical
         Completion (as defined in the IFC Documents);
<PAGE>
                                      -70-

                  (n)      Indebtedness with respect to the US Borrower's
         $7,500,000 guarantee of CFCM's obligations to IFC until Financial
         Completion (as defined in the IFC Documents);

                  (o)      Indebtedness with respect to the Series A Preferred
         Stock, if required to be so characterized, provided that no
         Distributions or Restricted Payments shall be made with respect to
         such Indebtedness, except in accordance with (Section)10.4; and

                  (p)      Other Indebtedness not included in the foregoing
         provisions of this (Section)10.1 not to exceed $15,000,000 in the
         aggregate at any time outstanding.

         10.2. RESTRICTIONS ON LIENS. Each Borrower will not, and will not
permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to
be created or incurred or to exist any Lien upon any of their property or assets
of any character whether now owned or hereafter acquired, or upon the income or
profits therefrom; (ii) transfer any of such property or assets or the income or
profits therefrom for the purpose of subjecting the same to the payment of
Indebtedness or performance of any other obligation in priority to payment of
its general creditors; (iii) acquire, or agree (except where such agreement is
not binding on such Borrower or Restricted Subsidiary) or have a non-revocable
option to acquire, any property or assets upon conditional sale or other title
retention or purchase money security agreement, device or arrangement; or (iv)
suffer to exist for a period of more than thirty (30) days after the same shall
have been incurred any Indebtedness or claim or demand against it that if unpaid
might by law or upon bankruptcy or insolvency, or otherwise, be given any
priority or preference whatsoever over its general creditors; provided that such
Borrower and any of its Restricted Subsidiaries may create or incur or suffer to
be created or incurred or to exist:

                  (a)      Liens in favor of the Administrative Agent for the
         benefit of the Lenders and the Administrative Agent under the Loan
         Documents;

                  (b)      Liens to secure taxes, assessments and other
         government charges in respect of obligations not overdue or Liens on
         properties to secure claims for labor, material or supplies in respect
         of obligations not overdue;

                  (c)      deposits or pledges made in connection with, or to
         secure payment of, workmen's compensation, unemployment insurance, old
         age pensions or other social security obligations;

                  (d)      Liens on properties in respect of judgments or
         awards, the Indebtedness with respect to which is permitted by
         (Section)10.1(c);

                  (e)      Liens of carriers, warehousemen, mechanics and
         materialmen, and other like Liens on properties, in existence less than
         120 days from the date of creation thereof in respect of obligations
         not overdue;

                  (f)      encumbrances on Real Estate consisting of easements,
         rights of way, zoning restrictions, restrictions on the use of real
         property and defects and irregularities in the title thereto,
         landlord's or lessor's Liens under leases to which any of the Borrowers
         or any of their Restricted Subsidiaries is a party, and other minor
         Liens or encumbrances none of which in the opinion of such Borrower
         interferes materially with the use of the property affected in the
         ordinary conduct of the business of such Borrower and its
<PAGE>
                                      -71-

         Restricted Subsidiaries, which defects do not individually or in the
         aggregate have a materially adverse effect on the business of any of
         the Borrowers individually or of the Borrowers and their Restricted
         Subsidiaries on a consolidated basis;

                  (g)      Liens existing on the date hereof and listed on
         Schedule 10.2 hereto and any extensions or renewals thereof provided
         that the principal amount secured thereby is not thereafter increased
         and no additional assets become subject to such Lien;

                  (h)      purchase money security interests in or purchase
         money mortgages on real or personal property acquired after the date
         hereof to secure purchase money Indebtedness of the type and amount
         permitted by (Section)10.1(f), incurred or assumed in connection with
         the acquisition of such property, which security interests or
         mortgages cover only the real or personal property so acquired;

                  (i)      Liens consisting of deposits to secure Indebtedness
         permitted by (Section)10.1(j) hereof;

                  (j)      Liens on the rights of WPR under Section 14.05 of its
         lease with Southern Pacific Transportation Company dated as of 12/30/92
         to secure Indebtedness permitted by (Section)10.1(g) hereof;

                  (k) (i) Liens on the equipment, fixtures and improvements of
         the US Borrower and the US Guarantors placed in or upon the premises
         leased pursuant to the Corpus Christi Lease, and (ii) Liens of the Port
         of Corpus Christi Authority of Nueces County, Texas on the two
         locomotives owned by Rail Link, Inc. and numbered as RLIX 547 and RLIX
         475;

                  (l)      Liens on the Capital Stock of any Unrestricted
         Subsidiary so long as such Liens are otherwise non-recourse to the
         Borrowers and their Restricted Subsidiaries; and

                  (m)      other Liens not included in the foregoing provisions
         of this (Section)10.2 securing Indebtedness permitted by
         (Section)10.1(p) so long as the fair market value of the assets
         encumbered by such Liens does not exceed $5,000,000 in the aggregate.

         10.3. RESTRICTIONS ON INVESTMENTS. Each Borrower will not, and will not
permit its Restricted Subsidiaries to, make or permit to exist or to remain
outstanding any Investment except the Borrowers and their Restricted
Subsidiaries may make or permit to exist or to remain outstanding Investments
in:

                  (a)      marketable direct or guaranteed obligations of the
         United States of America or Canada that mature within one (1) year
         from the date of purchase by a Borrower;

                  (b)      demand deposits, certificates of deposit, bankers
         acceptances and time deposits of United States banks and Canadian banks
         having total assets in excess of $1,000,000,000;

                  (c)      securities commonly known as "commercial paper"
         issued by a corporation organized and existing under the laws of the
         United States of America or any
<PAGE>
                                      -72-

         state thereof that at the time of purchase have been rated and the
         ratings for which are not less than "P 1" if rated by Moody's, and not
         less than "A 1" if rated by S&P;

                  (d)      Investments existing on the date hereof and listed on
         Schedule 10.3 hereto;

                  (e)      Investments so long as the entities referred to in
         this paragraph (e) remain Restricted Subsidiaries of a Borrower (i)
         with respect to Indebtedness permitted by (Section)10.1(h) or (ii)
         consisting of transfers of assets from (A) the US Borrower to the
         Canadian Borrower or any of the Canadian Guarantors, (B) the Canadian
         Borrower to the US Borrower or any of the US Guarantors, (C) any of
         the Canadian Guarantors to the US Borrower or any of the US
         Guarantors, or (D) any of the US Guarantors to the Canadian Borrower
         or any of the Canadian Guarantors, provided that the aggregate amount
         of Investments under this clause (ii) together with Indebtedness
         permitted under (Section)10.1(h)(iii) shall not exceed $10,000,000 at
         any one time;

                  (f)      Investments between (i) the US Borrower and any of
         (A) the US Guarantors, and (B) Quebec (so long as it remains the
         Canadian Borrower) or (ii) the Canadian Borrower and any of the
         Canadian Guarantors;

                  (g)      Investments consisting of loans and advances to
         employees for moving, entertainment, travel and other similar expenses
         in the ordinary course of business not to exceed $750,000 in the
         aggregate at any time outstanding;

                  (h)      Investments by any of the Borrowers or any of their
         Restricted Subsidiaries consisting of rights of reimbursement,
         contribution, subrogation and the like in connection with the joint and
         several obligations of such Restricted Subsidiaries under the Loan
         Documents;

                  (i)      Other Investments constituting or made in connection
         with acquisitions by the Borrowers or any Restricted Subsidiary of the
         Borrowers (with the proceeds of a capital contribution from such
         Borrower or otherwise) of any other US or Canadian Person, or of any
         business, division or operating unit of any other US or Canadian
         Person (whether by way of a purchase of assets or Capital Stock) (each
         such acquisition satisfying all the conditions and requirements of
         this paragraph (i) being referred to herein as a "Permitted
         Acquisition") provided that:

                           (i)      after giving effect to such Permitted
                  Acquisition, there remains at least  $15,000,000 in unused
                  availability under the Total Commitment;

                           (ii)     the aggregate Purchase Price for (A) any one
                  Permitted Acquisition (or group of related acquisitions)
                  shall not exceed $50,000,000, for any U.S. or Canadian Person
                  or any business, division or operating unit of any U.S. or
                  Canadian Person and (B) all such Permitted Acquisitions shall
                  not exceed $100,000,000 in any period of four consecutive
                  fiscal quarters;

                           (iii)    such Borrower shall have demonstrated to the
                  reasonable satisfaction of the Administrative Agent (based on,
                  among other things, operating and financial projections and
                  pro forma financial statements delivered to the Administrative
                  Agent and certified by the chief financial officer of such
<PAGE>
                                      -73-

                  Borrower) that, after giving pro-forma effect to the
                  Permitted Acquisition and the incurrence of any Indebtedness
                  in connection therewith, all covenants contained in
                  (Section)11 would have been satisfied on a pro forma basis as
                  at the end of and for the most recent fiscal quarter, and
                  will be satisfied on a pro forma basis for the next four
                  fiscal quarters ending after the date of such Investment;

                           (iv)     with respect to any such Permitted
                   Acquisition:

                                    (A)      such Borrower shall have delivered
                           to the Administrative Agent reasonable (and, in any
                           event, fifteen (15) days) prior written notice of
                           such acquisition, which notice shall provide the
                           Administrative Agent with a reasonably detailed
                           description of the proposed acquisition, and shall
                           include true and complete copies of (to the extent
                           available at such time but in any event prior to the
                           closing of any such Permitted Acquisition) all
                           instruments and agreements executed or delivered or
                           to be executed or delivered by such Borrower or any
                           of its Restricted Subsidiaries in connection with
                           such acquisition, all of which shall be reasonably
                           satisfactory in form and substance to the
                           Administrative Agent;

                                    (B)      the business and assets so acquired
                           shall be acquired by such Borrower or any of its
                           Restricted Subsidiaries free and clear of all Liens
                           (other than Permitted Liens) and Indebtedness (other
                           than Indebtedness permitted by (Section)10.1(f) or
                           otherwise consented to in writing by the Required
                           Lenders) and the business so acquired shall be
                           substantially the same line of business as that
                           presently conducted by such Borrower and its
                           Restricted Subsidiaries or lines of business
                           reasonably related thereto;

                                    (C)      no contingent obligations,
                           Indebtedness or liabilities will be incurred or
                           assumed in connection with such acquisition which
                           could reasonably be expected to have a Material
                           Adverse Effect;

                                    (D)      in the case of any acquisition of
                           Capital Stock, (x) the acquired Person shall become a
                           Restricted Subsidiary of a Borrower (or of any
                           existing Restricted Subsidiary of such Borrower) or
                           shall be merged with and into such Borrower or any
                           existing Restricted Subsidiary of such Borrower; and,
                           unless such acquired Person fits within the exception
                           set forth in the last sentence of (Section)9.14, such
                           Borrower or the applicable Restricted Subsidiary and
                           such acquired Person shall have become a Guarantor
                           hereunder, shall have granted a first priority
                           perfected security interest or first ranking hypothec
                           over all of its assets (other than Real Estate unless
                           the Administrative Agent otherwise requests) and
                           shall have otherwise complied with all the applicable
                           provisions of (Section)9.14 and (y) the board of
                           directors (or other applicable governing body) of the
                           acquired Person shall have approved such proposed
                           acquisition;

                                    (E)      in the case of any acquisition of
                           the business or assets of any Person by the Borrowers
                           or any of their Restricted Subsidiaries, the
<PAGE>
                                      -74-

                           Borrowers or their applicable Restricted Subsidiaries
                           shall take all actions that are necessary or
                           advisable, under applicable law, to establish and
                           perfect the Administrative Agent's security interest
                           in the Collateral, including such actions that the
                           Administrative Agent may reasonably request;

                           (v)      no Default or Event of Default shall exist
                  immediately prior to such Permitted Acquisition or would
                  result from such Permitted Acquisition and provided further
                  that if such Permitted Acquisition would result in a change in
                  control of the acquired Person, such Investment shall have
                  been approved by the board of directors of such Person prior
                  to the making of such Investment; and

                           (vi)     with respect to any Permitted Acquisition,
                  any debt instruments or preferred stock evidencing, governing
                  or issued in connection with such Investment shall be
                  reasonably satisfactory to the Administrative Agent and shall
                  be permitted by this Credit Agreement;

                  (j)      Investments consisting of deposits made in connection
         with a Permitted Acquisition;  and

                  (k)      Investments by the Borrowers (whether directly or
         through a Restricted Subsidiary) in any of the Borrowers' Unrestricted
         Subsidiaries, so long as the aggregate amount of such Investments made
         since the Closing Date does not exceed $50,000,000 in the aggregate,
         and so long as no Default or Event of Default shall have occurred and
         be continuing at the time such Investment is made or would result
         therefrom.

         10.4. DISTRIBUTIONS AND RESTRICTED PAYMENTS. Each Borrower will not,
and will not permit any of its Restricted Subsidiaries to, declare or make any
Restricted Payments, provided however that (a) the Borrowers' Restricted
Subsidiaries may make Distributions to a Borrower or other Restricted
Subsidiaries, (b) the Borrowers' may make the Investments permitted by
(Section)10.3(k) hereof, and (c) so long as no Default or Event of Default shall
have occurred and be continuing, and so long as none would result after giving
effect thereto (i) the US Borrower may declare and make Distributions in
connection with the Series A Preferred Stock consisting of properly declared
dividends thereon in accordance with the Certificate of Designation with respect
thereto not to exceed four percent (4%) per annum on the amount of the
liquidation preference thereof during any period of four consecutive quarters
and provided that any such Distribution is paid within 60 days of its
declaration, and (ii) the Borrowers may make other Restricted Payments
consisting of stock repurchases (including without limitation the purchase,
defeasance, redemption or retirement of any of the Series A Preferred Stock) and
cash dividends if the Funded Debt to EBITDAR Ratio on a pro forma basis
calculated as of the end of the most recently ended fiscal quarter ending during
any period described in the table below after giving effect to such Restricted
Payments and any borrowings incurred to make such repurchases and payments is
less than the ratio set forth opposite such period in such table:

<TABLE>
<CAPTION>
Period                                  Ratio
------                                  -----
<S>                                     <C>
Closing Date - 6/30/03                  2.85:1
7/1/03 - 12/31/03                       2.75:1
After 12/31/03                          2.50:1.
</TABLE>
<PAGE>
                                      -75-

         10.5. MERGER, ACQUISITIONS AND DISPOSITION OF ASSETS.

                  10.5.1. MERGERS AND ACQUISITIONS. Each Borrower will not, and
         will not permit any of its Restricted Subsidiaries to, become a party
         to any merger, amalgamation or consolidation other than the merger,
         amalgamation or consolidation of (a) a Restricted Subsidiary of the
         Borrowers into any other Restricted Subsidiary, (b) a Restricted
         Subsidiary of any Borrower with and into such Borrower, or (c) two or
         more Restricted Subsidiaries of the Borrowers with each other. Each
         Borrower will not, and will not permit any of its Restricted
         Subsidiaries to, agree to or effect any asset acquisition or stock
         acquisition except (i) the acquisition of assets in the ordinary course
         of business consistent with past practices; (ii) Capital Expenditures,
         provided that no Default or Event of Default has occurred and is
         continuing prior to or immediately after giving effect to such Capital
         Expenditure; (iii) Permitted Acquisitions and other Investments
         permitted under (Section)10.3.

                  10.5.2. DISPOSITION OF ASSETS. Each Borrower will not, and
         will not permit any of its Restricted Subsidiaries to, become a party
         to or agree to or effect any disposition of assets or stock or other
         equity interests, other than the disposition of assets in the ordinary
         course of business and sale-leasebacks to the extent permitted under
         (Section)10.6. Notwithstanding the foregoing, (a) if no Default or
         Event of Default exists or will occur as a result of such disposition
         or sale, the Borrowers and their Restricted Subsidiaries may lease,
         sell or otherwise dispose of assets (other than stock and other equity
         interests) for cash; provided that the aggregate net book value (at the
         time of disposition thereof and after giving effect to the contemplated
         disposition) of all such assets shall not exceed $10,000,000 during any
         period of twelve consecutive months, and (b) neither Borrower will, nor
         will permit any of its Restricted Subsidiaries to, become a party to or
         agree to or effect any sales by such Borrower or Restricted Subsidiary
         of (i) accounts or general intangibles for money due or to become due,
         (ii) chattel paper, instruments or documents creating or evidencing a
         right to payment of money or (iii) other receivables (collectively
         "receivables"), whether pursuant to a purchase facility or otherwise,
         other than in connection with the disposition of the business
         operations of such Borrower or Restricted Subsidiary relating thereto
         or a disposition of defaulted receivables for collection and not as a
         financing arrangement, and together with any obligation of such
         Borrower or Restricted Subsidiary to pay any discount, interest, fees,
         indemnities, penalties, recourse, expenses or other amounts in
         connection therewith.

         10.6. SALE AND LEASEBACK. After the Closing Date, each Borrower will
not, and will not permit any of its Restricted Subsidiaries to, enter into any
arrangement, directly or indirectly, whereby any of the Borrowers or any
Restricted Subsidiary of a Borrower shall sell or transfer any property owned by
it in order then or thereafter to lease such property or lease other property
that a Borrower or any Restricted Subsidiary of a Borrower intends to use for
substantially the same purpose as the property being sold or transferred,
provided that any Borrower or any of their Restricted Subsidiaries may enter
into such sale-leaseback transactions to the extent that the aggregate net book
value (at the time of disposition thereof and after giving effect to the
contemplated disposition) of the assets sold in connection with all such
sale-leasebacks does not exceed (a) with respect to the US Borrower, $10,000,000
in the aggregate for any calendar year, and (b) with respect to the Canadian
Borrower, $2,500,000 in the aggregate for any calendar year.

         10.7. COMPLIANCE WITH ENVIRONMENTAL LAWS. Except in compliance with all
applicable Environmental Laws, each Borrower will not, and will not permit any
of its Restricted
<PAGE>
                                      -76-

Subsidiaries to, (a) use any of the Real Estate or any portion thereof for the
handling, processing, storage or disposal of Hazardous Substances, (b) cause or
permit to be located on any of the Real Estate any underground tank or other
underground storage receptacle for Hazardous Substances, (c) generate any
Hazardous Substances on any of the Real Estate, (d) conduct any activity at any
Real Estate or use any Real Estate in any manner so as to cause a release (i.e.
releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, disposing or dumping) or threatened release of
Hazardous Substances on, upon or into the Real Estate or (e) otherwise conduct
any activity at any Real Estate or use any Real Estate in any manner that would
violate any Environmental Law or bring such Real Estate in violation of any
Environmental Law.

         10.8. EMPLOYEE BENEFIT PLANS. Except as set forth on Schedule 8.13 or
as would not, individually or in the aggregate, be reasonably expected to result
in a Material Adverse Effect, none of the Canadian Borrower, the Canadian
Guarantors, the US Borrower nor any ERISA Affiliate will,

                  (a) engage in any "prohibited transaction" within the meaning
         of (Section)406 of ERISA or (Section)4975 of the Code which could
         result in a material liability for the Borrowers or any of their
         Restricted Subsidiaries which could have a Material Adverse Effect; or

                  (b) permit any Guaranteed Pension Plan to incur an
         "accumulated funding deficiency", as such term is defined in
         (Section)302 of ERISA, whether or not such deficiency is or may be
         waived; or

                  (c) fail to contribute to any Guaranteed Pension Plan to an
         extent which, or terminate any Guaranteed Pension Plan in a manner
         which, could result in the imposition of a Lien or encumbrance on the
         assets of the Borrowers or any of their Restricted Subsidiaries
         pursuant to (Section)302(f) or (Section)4068 of ERISA;

                  (d) permit or take any action which would result in the
         aggregate benefit liabilities (with the meaning of (Section)4001 of
         ERISA) of all Guaranteed Pension Plans exceeding the value of the
         aggregate assets of such Plans, disregarding for this purpose the
         benefit liabilities and assets of any such Plan with assets in excess
         of benefit liabilities, by more than $1,000,000;

                  (e) fail to contribute to any Canadian Plan any amount
         required to be contributed thereto in accordance with applicable law or
         the terms of such Canadian Plan, by more than $1,000,000 in the
         aggregate for all Canadian Plans;

                  (f) permit or take any action which would result in the
         aggregate going concern unfunded liability or the aggregate solvency
         deficiency in respect of all the Canadian Plans which are funded plans,
         determined pursuant to the actuarial assumptions and methodology
         utilized in the most recent actuarial valuations therefor, to exceed
         the Canadian Dollar Equivalent of $1,000,000; or

                  (g) amend any Guaranteed Pension Plan in circumstances
         requiring the posting of security pursuant to (Section)307 of ERISA or
         (Section)401(a)(29) of the Code.

         10.9. BUSINESS ACTIVITIES. Each Borrower will not, and will not permit
any of its Restricted Subsidiaries, to engage directly or indirectly (whether
through Restricted Subsidiaries
<PAGE>
                                      -77-

or otherwise) in any type of business not engaged in by such Borrower or such
Restricted Subsidiary on the Closing Date, unless incidental or related to any
type of business engaged in by such Borrower or such Restricted Subsidiaries on
such date.

         10.10. CAPITALIZATION. Each Borrower will not, and will not permit any
of its Restricted Subsidiaries to, authorize, issue or sell any Capital Stock,
grant any options (other than under current option plans), warrants or other
rights to purchase any Capital Stock or in any way change the capitalization of
any of its Restricted Subsidiaries in such a manner as to cause such Borrower to
own directly or indirectly less than one hundred percent of the Capital Stock,
of each of its Restricted Subsidiaries (except as set forth in (Section)8.17 or
(Section)10.5.2). Each Borrower will not issue any Capital Stock having
debt-like features (such as mandatory cash dividends, mandatory redemption
provisions or other provisions which create monetary obligations on such
Borrower payable in cash during a period when Loans may be outstanding) except
to the extent that such Capital Stock, if classified as Indebtedness of such
Borrower, would be permitted by (Section)10.1 hereof.

         10.11. FISCAL YEAR. Each Borrower will not, and will not permit its
Restricted Subsidiaries to, change the date of the end of their fiscal year from
that set forth in (Section)8.18 hereof.

         10.12. RESTRICTIONS ON NEGATIVE PLEDGES AND UPSTREAM LIMITATIONS.
Neither of the Borrowers will, nor will either permit any of their Restricted
Subsidiaries to, (a) enter into any agreement or arrangement (excluding this
Credit Agreement and the Loan Documents) prohibiting the creation or assumption
of any Lien upon its properties, revenues or assets whether now owned or
hereafter acquired or (b) enter into any agreement, contract or arrangement
(excluding this Credit Agreement and the other Loan Documents) restricting the
ability of any US Guarantor or any Restricted Subsidiary of the Canadian
Borrower to (i) pay or make dividends or distributions in cash or kind to the US
Borrower (in the case of any US Guarantor) or the Canadian Borrower (in the case
of Restricted Subsidiaries of the Canadian Borrower), (ii) to make loans,
advances or other payments of whatsoever nature to the US Borrower (in the case
of US Guarantors) and the Canadian Borrower (in the case of Restricted
Subsidiaries of the Canadian Borrower), (iii) to make transfers or distributions
of all or any part of its assets to the US Borrower (in the case of US
Guarantors) and the Canadian Borrower (in the case of Restricted Subsidiaries of
the Canadian Borrower), (iv) to enter into any agreements governing purchase
money Liens or Capital Lease obligations otherwise permitted hereby (in each
case, any prohibition or limitation shall only be effective against assets
financed thereby), (v) to enter into any agreements governing any Investment in
any joint venture, (vi) to enter into customary restrictions in the ordinary
course of business with respect to intellectual property, and (vii) to enter
into any agreements governing any leasehold interest (including any rights of
way, collocation agreements and other similar such interests in real estate) or
building entry agreements, in each case other than agreements with Persons
prohibiting any such Lien on assets in which such Person has a prior security
interest which is permitted by (Section)10.2.

         10.13. TRANSACTIONS WITH AFFILIATES. Each Borrower will not, and will
not permit any of its Restricted Subsidiaries to, engage in any transaction with
any Affiliate (other than the Borrowers or any of their Restricted Subsidiaries)
(other than (i) for services as employees, officers and directors and (ii) stock
options awarded to employees and directors pursuant to incentive compensation
plans operated by such Borrower involving not more than 25% of the common stock
of such Borrower), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
such Affiliate or, to the knowledge of
<PAGE>
                                      -78-

such Borrower, any corporation, partnership, trust or other entity in which any
such Affiliate has a substantial interest or is an officer, director, trustee or
partner, on terms more favorable to such Person than would have been obtainable
on an arm's-length basis in the ordinary course of business. The issuance by the
US Borrower of the Series A Preferred Stock and the other transactions made
pursuant to the Series A Preferred Stock Documents shall not constitute
transactions with an Affiliate pursuant to this (Section)10.14 notwithstanding
the fact that the holder or holders of the Series A Preferred Stock may be
Affiliates of the Borrowers.

         10.14. MODIFICATION OF CERTAIN DOCUMENTS. Each Borrower will not, and
will not permit any of its Restricted Subsidiaries to, modify, amend or
supplement any of the Series A Preferred Stock Documents in a manner which
affects the amount or timing of payments to be made by the US Borrower
thereunder or any other debt-like features thereof, or which could be expected
to adversely affect the Administrative Agent's or the Lenders' rights or
interests or the Borrowers' ability to fulfill their obligations under the Loan
Documents, in each case without the prior written consent of the Administrative
Agent.

                    11. FINANCIAL COVENANTS OF THE BORROWERS.

         Each of the Borrowers covenants and agrees that, so long as any Loan,
Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding or any
Lender has any obligation to make any Loans or the Issuing Lender has any
obligation to issue, extend or renew any Letters of Credit:

         11.1. FUNDED DEBT TO EBITDAR RATIO. The Borrowers will not permit the
Funded Debt to EBITDAR Ratio as of the last day of any fiscal quarter during any
period described in the table set forth below to exceed the ratio set forth
opposite such period in such table:

<TABLE>
<CAPTION>
Period                                               Ratio
------                                               -----
<S>                                                  <C>
Closing Date-  12/30/03                              3.50:1
12/31/03  -    12/30/04                              3.35:1
12/31/04  -    12/30/05                              3.25:1
12/31/05  -    12/30/06                              3.00:1
12/31/06  and thereafter                             2.75:1
</TABLE>

         11.2. INTEREST COVERAGE. The Borrowers will not permit the ratio of (a)
Consolidated EBITDA for the preceding period of four (4) consecutive fiscal
quarters to (b) Consolidated Total Interest Expense for such period, to be less
than 3.50 to 1 as of the last day of any fiscal quarter.

         11.3. CONSOLIDATED TANGIBLE NET WORTH. The Borrowers will not permit
Consolidated Tangible Net Worth to be less than the sum of (a) eighty percent
(80%) of Consolidated Tangible Net Worth for the most recent fiscal quarter
ended prior to the Closing Date plus (b) on a cumulative basis, fifty percent
(50%) of positive Consolidated Net Income for each fiscal quarter ending
subsequent to the Closing Date.

         11.4. CAPITAL EXPENDITURES. The Borrowers will not make, or permit any
Restricted Subsidiaries to make, Capital Expenditures in any fiscal year that
exceed, in the aggregate, ten percent (10%) of revenue for such fiscal year;
provided, however, that, if during any fiscal year the amount of Capital
Expenditures permitted for that fiscal year is not so utilized, fifty percent
(50%) of such unutilized amount may be utilized in the next succeeding fiscal
year but not in any
<PAGE>
                                      -79-

subsequent fiscal year. In addition, the Borrowers may incur Capital
Expenditures of up to $7,000,000 between the Closing Date and December 31, 2003
in connection with the upgrade of certain locomotive equipment.

                             12. CLOSING CONDITIONS.

         The obligations of certain of the Lenders to convert their claims
against the Borrowers and certain of their Restricted Subsidiaries with respect
to the Prior Credit Agreement into Obligations under this Credit Agreement, to
amend and restate the Prior Credit Agreement and to make the initial Loans and
the Issuing Lender to convert any existing letters of credit into Letters of
Credit under this Credit Agreement and issue any initial Letters of Credit shall
be subject to the satisfaction of the following conditions precedent on or prior
to the Closing Date. From and after the Closing Date, all of the obligations of
the Borrowers and certain of their Restricted Subsidiaries under or in respect
of the Prior Credit Agreement shall be evidenced solely by the terms of this
Credit Agreement and the other Loan Documents.

         12.1. LOAN DOCUMENTS, ETC. Each of the Loan Documents shall have been
duly executed and delivered by the respective parties thereto, shall be in full
force and effect and shall be in form and substance satisfactory to each of the
Lenders. Each Lender shall have received a fully executed copy of each such
document.

         12.2. CERTIFIED COPIES OF CHARTER DOCUMENTS; GOOD STANDING AND FOREIGN
QUALIFICATION CERTIFICATES. The Administrative Agent shall have received from
each of the Borrowers and each of their Restricted Subsidiaries (a) a copy,
certified by a duly authorized officer of such Person to be true and complete
and in full force and effect on the Closing Date, of each of the Governing
Documents as in effect on such date of certification, (b) such certificates of
good standing and certificates of foreign qualification as the Administrative
Agent may request, all in form and substance satisfactory to the Administrative
Agent and its counsel.

         12.3. CORPORATE OR OTHER ACTION. All corporate or other action
necessary for the valid execution, delivery and performance by each of the
Borrowers and each of their Restricted Subsidiaries of this Credit Agreement and
the other Loan Documents to which it is or is to become a party shall have been
duly and effectively taken, and evidence thereof satisfactory to the Lenders
shall have been provided to each of the Lenders.

         12.4. INCUMBENCY CERTIFICATE. Each of the Lenders shall have received
from each of the Borrowers and each of their Restricted Subsidiaries an
incumbency certificate, dated as of the Closing Date, signed by a duly
authorized officer of such Borrower or such Restricted Subsidiary, and giving
the name and bearing a specimen signature of each individual who shall be
authorized: (a) to sign, in the name and on behalf of each Borrower or such
Restricted Subsidiary, each of the Loan Documents to which such Borrower or such
Restricted Subsidiary is or is to become a party; (b) in the case of the US
Borrower, to make Loan Requests and Conversion Requests, in the case of the
Canadian Borrower, Continuation Requests and, in the case of the US Borrower, to
apply for Letters of Credit; and (c) to give notices and to take other action on
its behalf under the Loan Documents.

         12.5. VALIDITY OF LIENS. The Security Documents shall be effective to
create in favor of the Administrative Agent a legal, valid and enforceable first
priority or first-ranking (except for Permitted Liens entitled to priority under
applicable law) security interest or hypothec in the Collateral. All filings
(including, without limitation, documents required to be filed with the
<PAGE>
                                      -80-

STB, UCC-1 financing statements, UCC fixture financing statements, applications
for registration in the Register of Personal and Movable Real Rights of the
Province of Quebec and financing statements under the Personal Property Security
Act (Ontario)), recordings, registrations, deliveries of instruments and other
actions necessary or desirable in the opinion of the Administrative Agent to
perfect, protect and preserve or publish such security interests or hypothecs
shall have been duly effected or the instruments or other documents to be
recorded, registered, delivered or filed shall have been delivered (without any
conditions applying to such delivery) to the Administrative Agent or its agents.
The Administrative Agent shall have received evidence thereof in form and
substance satisfactory to the Administrative Agent.

         12.6. PERFECTION CERTIFICATES AND LIEN SEARCH RESULTS. The
Administrative Agent shall have received from each of the Borrowers and their
Restricted Subsidiaries a completed and fully executed Perfection Certificate
and the results of UCC, STB and other Lien searches with respect to its
Collateral, indicating no encumbrances other than Permitted Liens and otherwise
in form and substance satisfactory to the Administrative Agent.

         12.7. CERTIFICATES OF INSURANCE. The Administrative Agent shall have
received (a) a certificate of insurance from an independent insurance broker
dated as of the Closing Date, identifying insurers, types of insurance,
insurance limits, and policy terms, and otherwise describing the insurance
obtained in accordance with the provisions of the Security Documents and (b)
certified copies of all policies evidencing such insurance (or certificates
therefore signed by the insurer or an agent authorized to bind the insurer)
showing the Administrative Agent as additional insured or loss payee, as
applicable.

         12.8. OPINION OF COUNSEL. Each of the Lenders and the Administrative
Agent shall have received a favorable legal opinion addressed to the Lenders and
the Administrative Agent, dated as of the Closing Date, in form and substance
satisfactory to the Lenders and the Administrative Agent, from:

                  (a)      Simpson Thacher & Bartlett, counsel to the US
         Borrower and the US Guarantors;

                  (b)      local counsel to certain US Guarantors in the states
         of Virginia, Pennsylvania and Utah; and

                  (c)      local counsel to the Canadian Borrower and the
         Canadian Guarantors (including a so called "525" opinion).

         12.9. PAYMENT OF FEES. The Borrowers shall have paid to the
Administrative Agent all fees pursuant to (Section)6.1 and the US Borrower shall
have paid all interest and fees under the Prior Credit Agreement in accordance
with (Section)29.3 hereof. The Borrowers shall have reimbursed the
Administrative Agent for, or paid directly, all fees, costs and expenses
incurred by the Administrative Agent's Special Counsel and the Canadian Counsel
in connection with the closing of the transactions contemplated hereby and all
other fees payable under the Fee Letter.

         12.10. DISBURSEMENT INSTRUCTION. The Administrative Agent shall have
received disbursement instructions from the Borrowers with respect to the
proceeds of the initial Loans.

         12.11. CLOSING CERTIFICATE. The Borrowers shall have delivered to the
Administrative Agent a certificate, dated as of the Closing Date, stating that,
as of such date (a) the
<PAGE>
                                      -81-

representations and warranties set forth herein or in any other Loan Document
are true and correct, (b) no Default or Event of Default has occurred and is
continuing and (c) the conditions set forth in this (Section)12 have been
satisfied.

         12.12. CLOSING DATE FUNDED DEBT TO EBITDAR RATIO. The Administrative
Agent shall have received evidence that on the Closing Date (immediately after
giving effect to any borrowings under this Credit Agreement), the Funded Debt to
EBITDAR Ratio, determined on a pro forma basis, shall not exceed 2.75:1.00.

         12.13. CSX REMAINING DEBT. The Borrowers shall have delivered to the
Administrative Agent evidence of the repayment in full of the CSX Remaining Debt
and the discharge of all Liens relating thereto.

                        13. CONDITIONS TO ALL BORROWINGS.

         The obligations of the Lenders to make any Loans and of the Issuing
Lender to issue, extend or renew any Letter of Credit, in each case whether on
or after the Closing Date, shall also be subject to the satisfaction of the
following conditions precedent:

         13.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
representations and warranties of the Borrowers and their Subsidiaries contained
in this Credit Agreement, the other Loan Documents or in any document or
instrument delivered pursuant to or in connection with this Credit Agreement
shall be true in all material respects at and as of the time of the making of
such Loan or the issuance, extension or renewal of such Letter of Credit (except
to the extent of changes resulting from transactions contemplated or permitted
by this Credit Agreement and the other Loan Documents and changes occurring in
the ordinary course of business that singly or in the aggregate are not
materially adverse, and to the extent that such representations and warranties
relate expressly to an earlier date) and no Default or Event of Default shall
have occurred and be continuing.

         13.2. DOCUMENTS. The Loan Documents and all other documents incident
thereto shall be satisfactory in substance and in form to the Lenders and to the
Administrative Agent and the Administrative Agent's Special Counsel and the
Lenders and such counsel shall have received all information and such
counterpart originals or certified or other copies of such documents as the
Administrative Agent may reasonably request.

                    14. EVENTS OF DEFAULT; ACCELERATION; ETC.

         14.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following
events ("Events of Default" or, if the giving of notice or the lapse of time or
both is required, then, prior to such notice or lapse of time, "Defaults") shall
occur:

                  (a)      any Borrower shall fail to pay any principal of its
         Loans or the US Borrower shall fail to pay any Reimbursement Obligation
         when the same shall become due and payable, whether at the stated date
         of maturity or any accelerated date of maturity or at any other date
         fixed for payment;

                  (b)      any Borrower shall fail to pay (i) any interest on
         its Loans, any Commitment Fee, any Letter of Credit Fee, or Agent's
         Fees due hereunder, when the same shall become due and payable, whether
         at the stated date of maturity or any
<PAGE>
                                      -82-

         accelerated date of maturity or at any other date fixed for payment,
         and such failure shall continue for three (3) days; or (ii) any other
         sums due hereunder or under any of the other Loan Documents, when the
         same shall become due and payable, whether at the stated date of
         maturity or any accelerated date of maturity or at any other date fixed
         for payment, and such failure shall continue for thirty (30) days;

                  (c)      any of the Borrowers or any of their Restricted
         Subsidiaries shall fail to comply with any of the covenants contained
         in (Sections)9.1, 9.4, 9.5.1, the first sentence of (Section)9.6, 9.12,
         9.14, 10 or 11;

                  (d)      any of the Borrowers or any of their Restricted
         Subsidiaries shall fail to perform any term, covenant or agreement
         contained herein or in any of the other Loan Documents (other than
         those specified elsewhere in this (Section)14.1) for thirty (30) days
         after written notice of such failure has been given to the applicable
         Borrower by the Administrative Agent;

                  (e)      any representation or warranty of any of the
         Borrowers or any of their Restricted Subsidiaries in this Credit
         Agreement or any of the other Loan Documents or in any other document
         or instrument delivered pursuant to or in connection with this Credit
         Agreement shall prove to have been false in any material respect upon
         the date when made or deemed to have been made;

                  (f)      any of the Borrowers or any of their Restricted
         Subsidiaries shall fail to pay when due, or within any applicable
         period of grace, any obligation in excess of the aggregate amount of
         $5,000,000, for borrowed money or credit received or in respect of any
         Capitalized Leases, or fail to observe or perform any material term,
         covenant or agreement contained in any agreement by which it is bound,
         evidencing or securing borrowed money or credit received or in respect
         of any Capitalized Leases for such period of time as would permit
         (assuming the giving of appropriate notice if required) the holder or
         holders thereof or of any obligations issued thereunder to accelerate
         the maturity thereof;

                  (g)      any of the Borrowers or any of their Restricted
         Subsidiaries shall make an assignment for the benefit of creditors, or
         admit in writing its inability to pay or generally fail to pay its
         debts as they mature or become due, or shall petition or apply for the
         appointment of a trustee or other custodian, liquidator, administrator
         or receiver of any of the Borrowers or any of their Restricted
         Subsidiaries or of any substantial part of the assets of any of the
         Borrowers or any of their Restricted Subsidiaries or shall commence any
         case or other proceeding relating to any of the Borrowers or any of
         their Restricted Subsidiaries under any bankruptcy, reorganization,
         arrangement, insolvency, readjustment of debt, dissolution or
         liquidation or similar law of any jurisdiction, now or hereafter in
         effect, or shall take any action to authorize or in furtherance of any
         of the foregoing, or if any such petition or application shall be filed
         or any such case or other proceeding shall be commenced against any of
         the Borrowers or any of their Restricted Subsidiaries and the Borrowers
         or any of their Restricted Subsidiaries shall indicate its approval
         thereof, consent thereto or acquiescence therein or such petition or
         application shall not have been dismissed within sixty (60) days
         following the filing thereof;

                  (h)      a decree or order is entered appointing any such
         trustee, custodian, liquidator or receiver or adjudicating any of the
         Borrowers or any of their Restricted
<PAGE>
                                      -83-

         Subsidiaries bankrupt or insolvent, or approving a petition in any such
         case or other proceeding, or a decree or order for relief is entered in
         respect of any of the Borrowers or any Restricted Subsidiary of the
         Borrowers in an involuntary case under federal bankruptcy laws as now
         or hereafter constituted;

                  (i)      there shall remain in force, undischarged,
         unsatisfied and unstayed, for more than thirty days, whether or not
         consecutive, any final judgment against any of the Borrowers or any of
         their Restricted Subsidiaries that, with other outstanding final
         judgments, undischarged, against any of the Borrowers or any of their
         Restricted Subsidiaries exceeds in the aggregate $5,000,000;

                  (j)      if any of the Loan Documents shall be cancelled,
         terminated, revoked or rescinded, or the Administrative Agent's
         security interests, hypothecs or Liens in a substantial portion of the
         Collateral shall cease to be perfected or published, or shall cease to
         have the priority or rank contemplated in the Security Documents, in
         each case otherwise than in accordance with the terms thereof or with
         the express prior written agreement, consent or approval of the
         Lenders, or any action at law, suit or in equity or other legal
         proceeding to cancel, revoke or rescind any of the Loan Documents shall
         be commenced by or on behalf of any of the Borrowers or any of their
         Restricted Subsidiaries party thereto or any of their respective
         stockholders, or any court or any other governmental or regulatory
         authority or agency of competent jurisdiction shall make a
         determination that, or issue a judgment, order, decree or ruling to the
         effect that, any one or more of the Loan Documents is illegal, invalid
         or unenforceable in accordance with the terms thereof;

                  (k)      the US Borrower or any ERISA Affiliate incurs any
         liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV
         of ERISA in an aggregate amount exceeding $5,000,000, or the US
         Borrower or any ERISA Affiliate is assessed withdrawal liability
         pursuant to Title IV of ERISA by a Multiemployer Plan requiring
         aggregate annual payments exceeding $5,000,000, or any of the following
         occurs with respect to any Guaranteed Pension Plan: (i) an ERISA
         Reportable Event shall have occurred and the Required Lenders shall
         have determined in their reasonable discretion that such event
         reasonably could be expected to result in liability of the US Borrower
         or the US Guarantors to the PBGC or such Guaranteed Pension Plan in an
         aggregate amount exceeding $5,000,000 and such event in the
         circumstances occurring reasonably could constitute grounds for the
         termination of such Guaranteed Pension Plan by the PBGC, for the
         appointment by the appropriate United States District Court of a
         trustee to administer such Guaranteed Pension Plan or for the
         imposition of a Lien in favor of such Guaranteed Pension Plan; or (ii)
         a trustee shall have been appointed by the United States District Court
         to administer such Guaranteed Pension Plan; or (iii) the PBGC shall
         have instituted proceedings to terminate such Guaranteed Pension Plan;

                  (l)      any of the Borrowers or any of their Restricted
         Subsidiaries shall be enjoined, restrained or in any way prevented by
         the order of any court or any administrative or regulatory agency from
         conducting any material part of its business and such order shall
         continue in effect for more than thirty (30) days;

                  (m)      there shall occur any strike, lockout, labor dispute,
         embargo, condemnation, act of God or public enemy, or other casualty,
         which in any such case causes, for more than thirty (30) consecutive
         days, the cessation or substantial curtailment
<PAGE>
                                      -84-

         of revenue producing activities at any facility of the US Borrower or
         any of its Restricted Subsidiaries if such event or circumstance is not
         covered by business interruption insurance and would have a Material
         Adverse Effect;

                  (n)      there shall occur the loss, suspension or revocation
         of, or failure to renew, any license or permit now held or hereafter
         acquired by the Borrowers or any of their Restricted Subsidiaries if
         such loss, suspension, revocation or failure to renew would have a
         Material Adverse Effect;

                  (o)      any of the Borrowers or any of their Restricted
         Subsidiaries shall be indicted for a state or federal crime, or any
         civil or criminal action shall otherwise have been brought against any
         of the Borrowers or any of their Restricted Subsidiaries, a punishment
         for which in any such case could include the forfeiture of any assets
         of such Borrower or such Restricted Subsidiary having a fair market
         value in excess of $5,000,000;

                  (p)      (i) any person or group of persons (within the
         meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as
         amended) other than Mortimer B. Fuller, III, his interest in his
         father's estate and any of his children or grandchildren and any trust
         or other Person controlled by, and a majority of the beneficial
         ownership interest of which is owned by, any of such individuals,
         singly or jointly, shall have acquired beneficial ownership (within the
         meaning of Rule 13d-3 promulgated by the Securities and Exchange
         Commission under said Act) of more than twenty-five percent (25%) of
         the outstanding shares of the common stock of GWI, (ii) during any
         period of twelve consecutive calendar months, individuals who were
         directors of GWI on the first day of such period shall cease to
         constitute a majority of the board of directors of GWI, (iii) any of
         the Borrowers shall at any time own directly or indirectly less than
         100% of the shares of the Capital Stock of each of their Restricted
         Subsidiaries, as adjusted pursuant to any stock split, stock dividend
         or recapitalization or reclassification of the capital of such Person,
         except as otherwise consented to by the applicable Lenders pursuant to
         (Section)10.5.2, and except as otherwise described in (Section)8.17; or
         (iv) any event shall occur which would constitute a "Change of Control"
         as defined in the Certificate of Designation with respect to the Series
         A Preferred Stock; or

                  (q)      the Canadian Borrower shall fail to comply with the
         requirements of (Section)4.2.6(b) and has not otherwise prepaid the
         Canadian Term Loan with the Net Cash Proceeds referred to in such
         (Section)4.2.6(b), or does not make such prepayment within 5 days of
         such failure;

         then, and in any such event, so long as the same may be continuing, the
Administrative Agent may, and upon the request of the Required Lenders shall, by
notice in writing to the Borrowers declare all amounts owing with respect to
this Credit Agreement, the Notes and the other Loan Documents and all
Reimbursement Obligations to be, and they shall thereupon forthwith become,
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by each of the Borrowers;
provided that in the event of any Event of Default specified in
(Sections)14.1(g) or 14.1(h), all such amounts shall become immediately due and
payable automatically and without any requirement of notice from the
Administrative Agent or any Lender.
<PAGE>
                                      -85-

         14.2. TERMINATION OF COMMITMENTS. If any one or more of the Events of
Default specified in (Sections)14.1(g) or 14.1(h) shall occur, any unused
portion of the credit hereunder shall forthwith terminate and each of the
Lenders shall be relieved of all further obligations to make Loans to the
Borrowers and the Issuing Lender shall be relieved of all further obligations to
issue, extend or renew Letters of Credit. If any other Event of Default shall
have occurred and be continuing, or if on any Drawdown Date or other date for
issuing, extending or renewing any Letter of Credit the conditions precedent to
the making of the Loans to be made on such Drawdown Date or (as the case may be)
to issuing, extending or renewing such Letter of Credit on such other date are
not satisfied, the Administrative Agent may and, upon the request of the
Required Lenders, shall, by notice to the Borrowers, terminate the unused
portion of the credit hereunder, and upon such notice being given such unused
portion of the credit hereunder shall terminate immediately and each of the
Lenders shall be relieved of all further obligations to make Loans and the
Issuing Lender shall be relieved of all further obligations to issue, extend or
renew Letters of Credit. No termination of the credit hereunder shall relieve
any Borrower of any of its Obligations.

         14.3. REMEDIES. In case any one or more of the Events of Default shall
have occurred and be continuing, and whether or not the Lenders shall have
accelerated the maturity of the Loans pursuant to (Section)14.1, each Lender, if
owed any amount with respect to the Loans or the Reimbursement Obligations, may,
with the consent of the Required Lenders but not otherwise, proceed to protect
and enforce its rights by suit in equity, action at law or other appropriate
proceeding, whether for the specific performance of any covenant or agreement
contained in this Credit Agreement and the other Loan Documents or any
instrument pursuant to which the Obligations to such Lender are evidenced,
including as permitted by applicable law the obtaining of the ex parte
appointment of a receiver, and, if such amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right of such Lender. No remedy herein conferred upon any
Lender or the Administrative Agent or the holder of any Note or purchaser of any
Letter of Credit Participation is intended to be exclusive of any other remedy
and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or any other provision of law.

                                   15. SETOFF.

         Each Borrower hereby grants to the Administrative Agent and each of the
Lenders a continuing Lien, security interest and right of setoff as security for
all of its liabilities and obligations to the Administrative Agent and each
Lender, whether now existing or hereafter arising, upon and against all
deposits, credits, collateral and property, now or hereafter in the possession,
custody, safekeeping or control of the Administrative Agent or such Lender or
any Lender Affiliate and their successors and assigns or in transit to any of
them. Regardless of the adequacy of any Collateral, during the continuance of
any Event of Default, any deposits or other sums credited by or due from any of
the Lenders to any of the Borrowers and any securities or other property of any
of the Borrowers in the possession of such Lender may be applied to or set off
by such Lender against the payment of overdue Obligations. ANY AND ALL RIGHTS TO
REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER
COLLATERAL WHICH SECURED THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF
SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF EITHER
BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the
Lenders agrees with each other Lender that (A) if an amount to be set off is to
be applied to
<PAGE>
                                      -86-

Indebtedness of any Borrower to such Lender, other than Indebtedness evidenced
by the Notes held by such Lender, or constituting Reimbursement Obligations owed
to such Lender, such amount shall be applied ratably to such other Indebtedness
and to the Indebtedness evidenced by all such Notes held by such Lender, or
constituting Reimbursement Obligations owed to such Lender, and (B) if such
Lender shall receive from such Borrower, whether by voluntary payment, exercise
of the right of setoff, counterclaim, cross action, enforcement of the claim
evidenced by the Notes held by such Lender, or constituting Reimbursement
Obligations owed to such Lender by proceedings against such Borrower at law or
in equity or by proof thereof in bankruptcy, reorganization, liquidation,
receivership or similar proceedings, or otherwise, and shall retain and apply to
the payment of the Loans made by, or Reimbursement Obligations owed to, such
Lender any amount in excess of its ratable portion of the payments received by
all of the Lenders with respect to the Loans made by, and Reimbursement
Obligations owed to, all of the Lenders, such Lender will make such disposition
and arrangements with the other Lenders with respect to such excess, either by
way of distribution, pro tanto assignment of claims, subrogation or otherwise as
shall result in each Lender receiving in respect of the Loans made by it or
Reimbursement Obligations owed it, its proportionate payment as contemplated by
this Credit Agreement; provided that if all or any part of such excess payment
is thereafter recovered from such Lender, such disposition and arrangements
shall be rescinded and the amount restored to the extent of such recovery, but
without interest.

                          16. THE ADMINISTRATIVE AGENT.

         16.1. AUTHORIZATION.

                  (a)      The Administrative Agent is authorized to take such
         action on behalf of each of the Lenders and to exercise all such powers
         as are hereunder and under any of the other Loan Documents and any
         related documents delegated to the Administrative Agent, together with
         such powers as are reasonably incident thereto including the authority,
         without the necessity of any notice to or further consent of the
         Lenders, from time to time to take any action with respect to any
         Collateral or the Security Documents which may be necessary to perfect,
         maintain perfected or insure the priority of the security interest in
         and liens upon the Collateral granted pursuant to the Security
         Documents, provided that no duties or responsibilities not expressly
         assumed herein or therein shall be implied to have been assumed by the
         Administrative Agent.

                  (b)      The relationship between the Administrative Agent and
         each of the Lenders is that of an independent contractor. The use of
         the term "Administrative Agent" is for convenience only and is used to
         describe, as a form of convention, the independent contractual
         relationship between the Administrative Agent and each of the Lenders.
         Nothing contained in this Credit Agreement nor the other Loan Documents
         shall be construed to create an agency, trust or other fiduciary
         relationship between the Administrative Agent and any of the Lenders.

                  (c)      As an independent contractor empowered by the Lenders
         to exercise certain rights and perform certain duties and
         responsibilities hereunder and under the other Loan Documents, the
         Administrative Agent is nevertheless a "representative" of the Lenders,
         as that term is defined in Article 1 of the Uniform Commercial Code,
         for purposes of actions for the benefit of the Lenders and the
         Administrative Agent with respect to all collateral security and
         guaranties contemplated by the Loan Documents. Such actions include the
         designation of the Administrative Agent as "secured party",
<PAGE>
                                      -87-

         "mortgagee" or the like on all financing statements and other documents
         and instruments, whether recorded or otherwise, relating to the
         attachment, perfection, priority or enforcement of any security
         interests, mortgages or deeds of trust in collateral security intended
         to secure the payment or performance of any of the Obligations, all for
         the benefit of the Lenders and the Administrative Agent.

         16.2. EMPLOYEES AND AGENTS. The Administrative Agent may exercise its
powers and execute its duties by or through employees or agents and shall be
entitled to take, and to rely on, advice of counsel concerning all matters
pertaining to its rights and duties under this Credit Agreement and the other
Loan Documents. The Administrative Agent may utilize the services of such
Persons as the Administrative Agent in its sole discretion may reasonably
determine, and all reasonable fees and expenses of any such Persons shall be
paid by the Borrowers.

         16.3. NO LIABILITY. Neither the Administrative Agent nor any of its
shareholders, directors, officers or employees nor any other Person assisting it
in its duties nor any agent or employee thereof, shall be liable for any waiver,
consent or approval given or any action taken, or omitted to be taken, in good
faith by it or them hereunder or under any of the other Loan Documents, or in
connection herewith or therewith, or be responsible for the consequences of any
oversight or error of judgment whatsoever, except that the Administrative Agent
or such other Person, as the case may be, shall be liable for losses due to its
willful misconduct or gross negligence. This (Section)16.3 covers any Lender
which is also acting as Administrative Agent solely in its capacity as
Administrative Agent and such Lender, in its capacity as a Lender, shall be
liable for its actions in the same manner as any other Lender.

         16.4. NO REPRESENTATIONS.

                  16.4.1. GENERAL. The Administrative Agent shall not be
         responsible for the execution or validity or enforceability of this
         Credit Agreement, the Notes, the Letters of Credit, any of the other
         Loan Documents or any instrument at any time constituting, or intended
         to constitute, collateral security for the Obligations, or for the
         value of any such collateral security or for the validity,
         enforceability or collectability of any such amounts owing with respect
         to the Obligations, or for any recitals or statements, warranties or
         representations made herein or in any of the other Loan Documents or in
         any certificate or instrument hereafter furnished to it by or on behalf
         of either of the Borrowers or any of their Restricted Subsidiaries, or
         be bound to ascertain or inquire as to the performance or observance of
         any of the terms, conditions, covenants or agreements herein or in any
         instrument at any time constituting, or intended to constitute,
         collateral security for the Obligations or to inspect any of the
         properties, books or records of either of the Borrowers or any of their
         Restricted Subsidiaries. The Administrative Agent shall not be bound to
         ascertain whether any notice, consent, waiver or request delivered to
         any of them by any of the Borrowers or any holder of any of the Notes
         shall have been duly authorized or is true, accurate and complete. The
         Administrative Agent has not made nor does it now make any
         representations or warranties, express or implied, nor does it assume
         any liability to the Lenders, with respect to the credit worthiness or
         financial conditions of either of the Borrowers or any of their
         Restricted Subsidiaries. Each Lender acknowledges that it has,
         independently and without reliance upon the Administrative Agent or any
         other Lender, and based upon such information and documents as it has
         deemed appropriate, made its own credit analysis and decision to enter
         into this Credit Agreement.
<PAGE>
                                      -88-

                  16.4.2. CLOSING DOCUMENTATION, ETC. For purposes of
         determining compliance with the conditions set forth in (Section)12,
         each Lender that has executed this Credit Agreement shall be deemed to
         have consented to, approved or accepted, or to be satisfied with, each
         document and matter either sent, or made available, by the
         Administrative Agent or the Arranger to such Lender for consent,
         approval, acceptance or satisfaction, or required thereunder to be
         consented to or approved by or acceptable or satisfactory to such
         Lender, unless an officer of the Administrative Agent or the Arranger
         active upon the Borrowers' account shall have received notice from such
         Lender prior to the Closing Date specifying such Lender's objection
         thereto and such objection shall not have been withdrawn by notice to
         the Administrative Agent or the Arranger to such effect on or prior to
         the Closing Date.

         16.5. PAYMENTS.

                  16.5.1. PAYMENTS TO ADMINISTRATIVE AGENT. A payment by either
         of the Borrowers to the Administrative Agent hereunder or any of the
         other Loan Documents for the account of any Lender shall constitute a
         payment to such Lender. The Administrative Agent agrees promptly to
         distribute to each Lender such Lender's pro rata share of payments
         received by the Administrative Agent for the account of such Lenders
         except as otherwise expressly provided herein or in any of the other
         Loan Documents.

                  16.5.2. DISTRIBUTION BY ADMINISTRATIVE AGENT. If in the
         opinion of the Administrative Agent the distribution of any amount
         received by it in such capacity hereunder, under the Notes, this Credit
         Agreement or under any of the other Loan Documents might involve it in
         liability, it may refrain from making such distribution until its right
         to make such distribution shall have been adjudicated by a court of
         competent jurisdiction. If a court of competent jurisdiction shall
         adjudge that any amount received and distributed by the Administrative
         Agent is to be repaid, each Person to whom any such distribution shall
         have been made shall either repay to the Administrative Agent its
         proportionate share of the amount so adjudged to be repaid or shall pay
         over the same in such manner and to such Persons as shall be determined
         by such court.

                  16.5.3. DELINQUENT LENDERS. Notwithstanding anything to the
         contrary contained in this Credit Agreement or any of the other Loan
         Documents, any Lender that fails (a) to make available to the
         Administrative Agent its applicable pro rata share (if any) of any Loan
         or to purchase its applicable pro rata amount (if any) of any Letter of
         Credit Participation or participate in any Swingline Loan or (b) to
         comply with the provisions of (Section)15 with respect to making
         dispositions and arrangements with the other Lenders, where such
         Lender's share of any payment received, whether by setoff or otherwise,
         is in excess of its pro rata (based on all applicable outstanding Loans
         and Unpaid Reimbursement Obligations) share of such payments due and
         payable to all of the Lenders, in each case as, when and to the full
         extent required by the provisions of this Credit Agreement, shall be
         deemed delinquent (a "Delinquent Lender") and shall be deemed a
         Delinquent Lender until such time as such delinquency is satisfied. A
         Delinquent Lender shall be deemed to have assigned any and all payments
         due to it from the Borrowers, whether on account of the applicable
         outstanding Loans, Unpaid Reimbursement Obligations, interest, fees or
         otherwise, to the remaining applicable nondelinquent Lenders for
         application to, and reduction of, their respective applicable pro rata
         shares of all then applicable outstanding Loans and Unpaid
         Reimbursement Obligations so affected by such delinquency. The
         Delinquent Lender hereby authorizes
<PAGE>
                                      -89-

         the Administrative Agent to distribute such payments to the
         nondelinquent Lenders in proportion to their respective applicable pro
         rata shares of all such applicable outstanding Loans and Unpaid
         Reimbursement Obligations. A Delinquent Lender shall be deemed to have
         satisfied in full a delinquency when and if, as a result of application
         of the assigned payments to all outstanding Loans and Unpaid
         Reimbursement Obligations of the nondelinquent Lenders so affected by
         such delinquency, the applicable Lenders' respective pro rata shares of
         all such applicable outstanding Loans and Unpaid Reimbursement
         Obligations have returned to those in effect immediately prior to such
         delinquency and without giving effect to the nonpayment causing such
         delinquency.

         16.6. HOLDERS OF NOTES. The Administrative Agent may deem and treat the
payee of any Note or the purchaser of any Letter of Credit Participation as the
absolute owner or purchaser thereof for all purposes hereof until it shall have
been furnished in writing with a different name by such payee or by a subsequent
holder, assignee or transferee.

         16.7. INDEMNITY. The Lenders ratably (computed by reference to each
Lender's Commitment Percentage) agree hereby to indemnify and hold harmless the
Administrative Agent and its Affiliates from and against any and all claims,
actions and suits (whether groundless or otherwise), losses, damages, costs,
expenses (including any expenses for which the Administrative Agent or such
Affiliate has not been reimbursed by the Borrowers as required by (Section)17),
and liabilities of every nature and character arising out of or related to this
Credit Agreement, the Notes, or any of the other Loan Documents or the
transactions contemplated or evidenced hereby or thereby, or the Administrative
Agent's or such Affiliate's actions taken hereunder or thereunder, except to the
extent the Borrowers have indemnified the Administrative Agent for the same in
accordance with (Section)18, and except to the extent that any of the same shall
be directly caused by the Administrative Agent's or such Affiliate's willful
misconduct or gross negligence. This (Section)16.7 covers any Lender which is
also acting as Administrative Agent solely in its capacity as Administrative
Agent and such Lender, in its capacity as a Lender, shall be liable for its
actions and liable to indemnify the Administrative Agent in the same manner as
any other Lender.

         16.8. ADMINISTRATIVE AGENT AS LENDER. In its individual capacity, Fleet
shall have the same obligations and the same rights, powers and privileges in
respect to its Commitment and the Loans made by it, and as the holder of any of
the Notes and as the purchaser of any Letter of Credit Participations and any
participations in Swingline Loans, as it would have were it not also the
Administrative Agent.

         16.9. RESIGNATION. The Administrative Agent may resign at any time by
giving sixty (60) days prior written notice thereof to the Lenders and the
Borrowers. Upon any such resignation, the Required Lenders shall have the right
to appoint a successor Administrative Agent. Unless an Event of Default under
(Sections)14.1 (a), (b), (c) (with respect to compliance with the covenants set
forth in (Section)11 only), (g), (h) or (p) shall have occurred and be
continuing, such successor Administrative Agent shall be reasonably acceptable
to the Borrowers. If no successor Administrative Agent shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within thirty (30) days after such retiring Administrative Agent's giving of
notice of resignation, then such retiring Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent, which shall be a
financial institution having a rating of not less than A or its equivalent by
S&P. Upon the acceptance of any appointment as Administrative Agent hereunder by
a successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers,
<PAGE>
                                      -90-

privileges and duties of such retiring Administrative Agent, and such retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. After any retiring Administrative Agent's resignation, the provisions
of this Credit Agreement and the other Loan Documents shall continue in effect
for its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as Administrative Agent.

         16.10. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Lender
hereby agrees that, upon learning of the existence of a Default or an Event of
Default, it shall promptly notify the Administrative Agent thereof. The
Administrative Agent hereby agrees that upon receipt of any notice under this
(Section)16.10 it shall promptly notify the other Lenders of the existence of
such Default or Event of Default.

         16.11. DUTIES IN THE CASE OF ENFORCEMENT. In case one or more Events of
Default have occurred and shall be continuing, and whether or not acceleration
of the Obligations shall have occurred, the Administrative Agent shall, if (a)
so requested by the Required Lenders and (b) the Lenders have provided to the
Administrative Agent such additional indemnities and assurances against expenses
and liabilities as the Administrative Agent may reasonably request, proceed to
enforce the provisions of the Security Documents authorizing the sale or other
disposition of all or any part of the Collateral and exercise all or any such
other legal and equitable and other rights or remedies as it may have in respect
of such Collateral. The Required Lenders may direct the Administrative Agent in
writing as to the method and the extent of any such sale or other disposition,
the Lenders hereby agreeing to indemnify and hold the Administrative Agent,
harmless from all liabilities incurred in respect of all actions taken or
omitted in accordance with such directions, provided that the Administrative
Agent need not comply with any such direction to the extent that the
Administrative Agent reasonably believes the Administrative Agent's compliance
with such direction to be unlawful or commercially unreasonable in any
applicable jurisdiction.

         16.12. QUEBEC SECURITY. For greater certainty, and without limiting the
powers of the Administrative Agent hereunder or under any of the Canadian
Security Documents, each of the Lenders (for itself and, when such term is used
in this (Section)16.12, for all present and future Lender Affiliates of such
Lender) and the Administrative Agent hereby acknowledges that the Administrative
Agent shall, for purposes of holding any security granted by the Canadian
Borrower or any Canadian Guarantor on their respective property pursuant to the
laws of the Province of Quebec to secure payment of the Quebec Bond, be the
holder of an irrevocable power of attorney (fonde de pouvoir) (within the
meaning of the Civil Code of Quebec) for all present and future Lenders and the
Administrative Agent and in particular for all present and future holders of the
Quebec Bond. Each of the Administrative Agent and the Lenders hereby irrevocably
constitutes, to the extent necessary, the Administrative Agent as the holder of
an irrevocable power of attorney (fonde de pouvoir) (within the meaning of
Article 2692 of the Civil Code of Quebec) in order to hold security granted by
the Canadian Borrower or any Canadian Guarantor in the Province of Quebec to
secure the Quebec Bond. Each Eligible Assignee shall be deemed to have confirmed
and ratified the constitution of the Administrative Agent as the holder of such
irrevocable power of attorney (fonde de pouvoir) by execution of the relevant
Assignment and Acceptance. Notwithstanding the provisions of Section 32 of An
Act respecting the special powers of legal persons (Quebec), the Administrative
Agent may acquire and be the holder of the Quebec Bond. The Canadian Borrower
and the Canadian Guarantors hereby acknowledge that the Quebec Bond constitutes
a title of indebtedness, as such term is used in Article 2692 of the Civil Code
of Quebec. The Administrative Agent hereby acknowledges and accepts the Deeds of
Hypothec and agrees to be bound by the provisions thereof.
<PAGE>
                                      -91-

         16.13. DUTIES OF SYNDICATION AGENTS. The Syndication Agents as such
shall have no duties or responsibilities to the Borrowers, the Guarantors, the
Lenders, the Issuing Lender, or the Administrative Agent hereunder.

                                  17. EXPENSES.

         Each of the Borrowers agrees to pay (a) any Indemnified Taxes or other
Taxes (including any interest and penalties in respect thereto) payable by the
Administrative Agent, the Arranger or any of the Lenders (other than Excluded
Taxes) on or with respect to the transactions contemplated by this Credit
Agreement (the Borrowers hereby agreeing to indemnify the Administrative Agent,
the Arranger and each Lender with respect thereto), (b) the reasonable fees,
expenses and disbursements of the Administrative Agent's Special Counsel, the
Canadian Counsel and any local counsel to the Administrative Agent incurred in
connection with the preparation, syndication, administration or interpretation
of the Loan Documents and other instruments mentioned herein, each closing
hereunder, any amendments, modifications, approvals, consents or waivers hereto
or hereunder, or the cancellation of any Loan Document upon payment in full in
cash of all of the Obligations or pursuant to any terms of such Loan Document
providing for such cancellation, provided that such counsel shall provide the
Borrowers with invoices reflecting the expenses incurred in connection with the
foregoing, (c) all reasonable out-of-pocket expenses (including without
limitation reasonable attorneys' fees and costs, which attorneys may be
employees of any Lender, for the Administrative Agent's counsel, including local
and special counsel, and one additional firm of counsel for the Lenders, and
reasonable consulting, accounting, appraisal, investment banking and similar
professional fees and charges) incurred by any Lender or the Administrative
Agent in connection with (i) the enforcement of or preservation of rights under
any of the Loan Documents against any of the Borrowers or any of their
Restricted Subsidiaries or the administration thereof after the occurrence of a
Default or Event of Default and (ii) any litigation, proceeding or dispute
whether arising hereunder or otherwise, in any way related to any Lender's or
the Administrative Agent's relationship with the Borrowers or any of their
Restricted Subsidiaries except in connection with a claim that any of the
Borrowers has against any of the Lenders or the Administrative Agent and in
which claim such Borrower is the prevailing party after entry of a final
non-appealable judgment or order, (d) all reasonable fees, expenses and
disbursements of any Lender or the Administrative Agent incurred in connection
with UCC searches, STB searches, UCC filings or STB filings, if any, and the
Canadian equivalent thereof, if any, and (e) all reasonable costs of conducting
commercial finance examinations of the Borrowers' properties, including the
applicable daily time charges of the Administrative Agent's commercial finance
examiners, agents, consultants and representatives engaged in such examinations
and appraisals as in effect from time to time, and reasonable out-of-pocket
travel and other related expenses provided that so long as no Default or Event
of Default has occurred and is continuing, the costs of such commercial finance
examinations shall be limited to a maximum of (i) $15,000 for the first such
examination and (ii) $10,000 for each subsequent commercial finance examination.
The covenants of this (Section)17 shall survive payment or satisfaction of all
other Obligations.

                              18. INDEMNIFICATION.

         Each of the Borrowers agrees to indemnify and hold harmless the
Administrative Agent, the Arranger and the Lenders and each of their Affiliates
and their directors, officers, employees, agents and advisors or control persons
from and against any and all claims, actions and suits whether groundless or
otherwise, and from and against any and all liabilities, losses, damages and
expenses of every nature and character arising out of this Credit Agreement or
any of the other
<PAGE>
                                      -92-

Loan Documents or the transactions contemplated hereby including, without
limitation, (a) any actual or proposed use by any of the Borrowers or any of
their Restricted Subsidiaries of the proceeds of any of the Loans or Letters of
Credit, (b) any actual or alleged infringement of any patent, copyright,
trademark, service mark or similar right of any of the Borrowers or any of their
Restricted Subsidiaries comprised in the Collateral, (c) any of the Borrowers or
any of their Restricted Subsidiaries entering into or performing this Credit
Agreement or any of the other Loan Documents, or (d) with respect to the
Borrowers and their Restricted Subsidiaries and their respective properties and
assets, the violation of any Environmental Law, the presence, disposal, escape,
seepage, leakage, spillage, discharge, emission, release or threatened release
of any Hazardous Substances or any action, suit, proceeding or investigation
brought or threatened with respect to any Hazardous Substances (including, but
not limited to, claims with respect to wrongful death, personal injury or damage
to property), in each case including, without limitation, the reasonable fees
and disbursements of counsel and allocated costs of internal counsel incurred in
connection with any such investigation, litigation or other proceeding other
than as a result of the gross negligence or willful misconduct of the
Administrative Agent, the Arranger or any Lender. In the event that any claim is
made against the Administrative Agent, the Arranger or any Lender for which
indemnity is provided under this (Section)18, the Administrative Agent, the
Arranger or such Lender shall provide prompt notice to the Borrowers of any such
claim not otherwise known to the Borrowers, but the failure of the
Administrative Agent, the Arranger or such Lender to provide such notice shall
not impair the liability of any Borrower with respect to its indemnification for
such claim except to the extent that such Borrower has been actually prejudiced
by such failure. In litigation, or the preparation therefor, the Lenders, the
Arranger and the Administrative Agent shall be entitled to select their own
counsel and to participate in the defense and the investigation of such claim,
action or proceeding and, in addition to the foregoing indemnity, the Borrowers
agree to pay promptly the reasonable fees and expenses of such counsel. If, and
to the extent that the obligations of the Borrowers under this (Section)18 are
unenforceable for any reason, the Borrowers hereby agree to make the maximum
contribution to the payment in satisfaction of such obligations which is
permissible under applicable law. The covenants contained in this (Section)18
shall survive payment or satisfaction in full of all other Obligations.

                         19. SURVIVAL OF COVENANTS, ETC.

         All covenants, agreements, representations and warranties made herein,
in the Notes, in any of the other Loan Documents or in any documents or other
papers delivered by or on behalf of a Borrower or any of its Restricted
Subsidiaries pursuant hereto shall be deemed to have been relied upon by the
Lenders and the Administrative Agent, notwithstanding any investigation
heretofore or hereafter made by any of them, and shall survive the making by the
Lenders of any of the Loans and the issuance, extension or renewal of any
Letters of Credit, as herein contemplated, and shall continue in full force and
effect so long as any Letter of Credit or any amount due under this Credit
Agreement or the Notes or any of the other Loan Documents remains outstanding or
any Lender has any obligation to make any Loans or the Issuing Lender has any
obligation to issue, extend or renew any Letter of Credit, and for such further
time as may be otherwise expressly specified in this Credit Agreement. All
statements contained in any certificate or other paper delivered to any Lender
or the Administrative Agent at any time by or on behalf of the Borrowers or any
of their Restricted Subsidiaries pursuant hereto or in connection with the
transactions contemplated hereby shall constitute representations and warranties
by such Borrower or such Restricted Subsidiary hereunder.

                           20. SUCCESSORS AND ASSIGNS.
<PAGE>
                                      -93-

         20.1. GENERAL CONDITIONS. The provisions of this Credit Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrowers
may not assign or otherwise transfer any of their rights or obligations
hereunder without the prior written consent of each Lender and no Lender may
assign or otherwise transfer any of its rights or obligations hereunder except
(a) to an Eligible Assignee in accordance with the provisions of (Section)20.2,
(b) by way of participation in accordance with the provisions of (Section)20.4
or (c) by way of pledge or assignment of a security interest subject to the
restrictions of (Section)20.6 (and any other attempted assignment or transfer by
any party hereto shall be null and void). Nothing in this Credit Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in (Section)20.4 and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Credit Agreement or any of the other Loan Documents.

         20.2. ASSIGNMENTS. Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Credit Agreement (including all or a portion of its Commitment and the same
portion of the Revolving Credit Loans at the time owing to it and its
participating interest in the risk relating to any Letters of Credit and
Swingline Loans and all or the same portion of the Canadian Term Loan owing to
it); provided that (a) except in the case of an assignment of the entire
remaining amount of the assigning Lender's Commitment and the Loans at the time
owing to it or, in the case of an assignment to a Lender or a Lender Affiliate,
the aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the applicable Commitment is not then in effect,
the principal outstanding balance of the Loan of the assigning Lender subject to
each such assignment (determined as of the date on which the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 unless each of the Administrative Agent
and, so long as no Default or Event of Default pursuant to (Sections)14.1(a),
(b), (c), (g) or (h) has occurred and is continuing, the Borrowers otherwise
consent (each such consent not to be unreasonably withheld or delayed); (b) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Credit Agreement with
respect to the Loan or the Commitment assigned, it being understood that non-pro
rata assignments of or among any of the Commitments, the Revolving Credit Loans,
Reimbursement Obligations, participations in Swingline Loans and the Canadian
Term Loan are not permitted; (c) no Lender may make any assignment of all or a
portion of its interests, rights and obligations in the Canadian Term Loan to an
assignee who is not dealing at "arms length" with the Canadian Borrower (as such
term is defined in the Income Tax Act of Canada); and (d) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500, and
the Eligible Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire. Subject to acceptance and
recording thereof by the Administrative Agent pursuant to (Section)20.3, from
and after the effective date specified in each Assignment and Acceptance, the
Eligible Assignee thereunder shall be a party to this Credit Agreement and, to
the extent of the interest assigned by such Assignment and Acceptance have the
rights and obligations of a Lender under this Credit Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Credit Agreement (and, in the case of an Assignment and Acceptance covering all
of the assigning Lender's rights and obligations under this Credit Agreement,
such Lender shall cease to be a party hereto) but shall continue to be entitled
to the benefits of (Sections)6.6, 6.7, 6.9, 6.12(d) and 18 with respect to facts
and circumstances
<PAGE>
                                      -94-

occurring prior to the effective date of such assignment. Such release shall not
include any claims which the Borrowers may have against such Lender arising
prior to the date of such assignment. Any assignment or transfer by a Lender of
rights or obligations under this Credit Agreement that does not comply with this
paragraph shall be treated for purposes of this Credit Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
(Section)20.4.

         20.3. REGISTER. The Administrative Agent, acting solely for this
purpose as an agent of the Borrowers, shall maintain at the Administrative
Agent's Office a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrowers, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Credit Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrowers and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

         20.4. PARTICIPATIONS. Any Lender may at any time, without the consent
of, or notice to, the Borrowers or the Administrative Agent, sell participations
to any Person (other than a natural person) (each, a "Participant") in all or a
portion of such Lender's rights and/or obligations under this Credit Agreement
(including all or a portion of its Commitment and/or the Loans owing to it);
provided that (a) such Lender's obligations under this Credit Agreement shall
remain unchanged, (b) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (c) the Borrowers,
the Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Credit Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Credit Agreement and to approve any
amendment, modification or waiver of any provision of this Credit Agreement;
provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver that would reduce the principal of or the interest rate
on any Loans, extend the term or increase the amount of the Commitment of such
Lender as it relates to such Participant, reduce the amount of any Commitment
Fee or Letter of Credit Fees to which such Participant is entitled or extend any
regularly scheduled payment date for principal or interest. Subject to
(Section)20.5, the Borrowers agree that each Participant shall be entitled to
the benefits of (Sections)6.6, 6.7, 6.9 and 6.12 to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to
(Section)20.2. To the extent permitted by law, each Participant also shall be
entitled to the benefits of (Section)15 as though it were a Lender, provided
such Participant agrees to be subject to (Section)15 as though it were a Lender.

         20.5. PAYMENTS TO PARTICIPANTS. A Participant shall not be entitled to
receive any greater payment under (Sections)6.6, 6.7 and 6.12 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrowers' prior written consent.

         20.6. MISCELLANEOUS ASSIGNMENT PROVISIONS. A Lender may at any time
grant a security interest in all or any portion of its rights under this Credit
Agreement to secure obligations of such Lender, including without limitation (a)
any pledge or assignment to secure obligations to any of the twelve Federal
Reserve Banks organized under (Section)4 of the Federal
<PAGE>
                                      -95-

Reserve Act, 12 U.S.C. (Section)341 and (b) with respect to any Lender that is a
Fund, to any lender or any trustee for, or any other representative of, holders
of obligations owed or securities issued by such Fund as security for such
obligations or securities or any institutional custodian for such Fund or for
such lender; provided that no such grant shall release such Lender from any of
its obligations hereunder, provide any voting rights hereunder to the secured
party thereof, substitute any such secured party for such Lender as a party
hereto or affect any rights or obligations of the Borrowers or Administrative
Agent hereunder.

         20.7. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any
assignee Lender is an Affiliate of a Borrower, then any such assignee Lender
shall have no right to vote as a Lender hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or other modifications to any of the Loan Documents or
for purposes of making requests to the Administrative Agent pursuant to
(Section)14.1 or (Section)14.2, and the determination of the Required Lenders
shall for all purposes of this Credit Agreement and the other Loan Documents be
made without regard to such assignee Lender's interest in any of the Loans or
Reimbursement Obligations. If any Lender sells a participating interest in any
of the Loans or Reimbursement Obligations to a Participant, and such Participant
is a Borrower or an Affiliate of a Borrower, then such transferor Lender shall
promptly notify the Administrative Agent of the sale of such participation. A
transferor Lender shall have no right to vote as a Lender hereunder or under any
of the other Loan Documents for purposes of granting consents or waivers or for
purposes of agreeing to amendments or modifications to any of the Loan Documents
or for purposes of making requests to the Administrative Agent pursuant to
(Section)14.1 or (Section)14.2 to the extent that such participation is
beneficially owned by a Borrower or any Affiliate of a Borrower, and the
determination of the Required Lenders shall for all purposes of this Credit
Agreement and the other Loan Documents be made without regard to the interest of
such transferor Lender in the Loans or Reimbursement Obligations to the extent
of such participation. The provisions of this (Section)20.7 shall not apply to
an assignee Lender or participant which is also a Lender on the Closing Date or
to an assignee Lender or participant which has disclosed to the other Lenders
that it is an Affiliate of a Borrower and which, following such disclosure, has
been excepted from the provisions of this (Section)20.7 in a writing signed by
the Required Lenders determined without regard to the interest of such assignee
Lender or transferor Lender, to the extent of such participation, in Loans or
Reimbursement Obligations.

         20.8. NEW NOTES. Upon its receipt of an Assignment and Acceptance
executed by the parties to such assignment, together with each Note subject to
such assignment, the Administrative Agent shall (a) record the information
contained therein in the Register, and (b) give prompt notice thereof to the
Borrowers and the Lenders (other than the assigning Lender). Within five (5) US
or Canadian (as applicable) Business Days after receipt of such notice, the
Borrowers, at its own expense, shall execute and deliver to the Administrative
Agent, in exchange for each surrendered Note, a new Note to the order of such
assignee in an amount equal to the amount assumed by such assignee pursuant to
such Assignment and Acceptance and, if the assigning Lender has retained some
portion of its obligations hereunder, a new Note to the order of the assigning
Lender in an amount equal to the amount retained by it hereunder. Such new Notes
shall provide that they are replacements for the surrendered Notes, shall be in
an aggregate principal amount equal to the aggregate principal amount of the
surrendered Notes, shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be in substantially the form of the assigned
Notes. Within five (5) days of issuance of any new Notes pursuant to this
(Section)20.8, the Borrowers shall deliver upon the request of the assignee
Lender an opinion of counsel, addressed to the Lenders and the Administrative
Agent, relating to the due authorization, execution and delivery of such new
Notes and the legality, validity and binding effect thereof, in
<PAGE>
                                      -96-

form and substance satisfactory to the Lenders. The surrendered Notes shall be
cancelled and returned to the Borrowers.

         20.9. SPECIAL PURPOSE FUNDING VEHICLE. Notwithstanding anything to the
contrary contained in this (Section)20, any Lender (a "Granting Lender") may
grant to a special purpose funding vehicle (an "SPC") of such Granting Lender,
identified as such in writing from time to time delivered by the Granting Lender
to the Administrative Agent and the Borrowers, the option to provide to a
Borrower all or any part of any Loan that such Granting Lender would otherwise
be obligated to make to such Borrower pursuant to this Credit Agreement,
provided that (a) nothing herein shall constitute a commitment to make any Loan
by any SPC, (b) the Granting Lender's obligations under this Credit Agreement
shall remain unchanged, (c) the Granting Lender should retain the sole right to
enforce this Credit Agreement and to approve any amendment, modification or
waiver of any provision of this Credit Agreement and (d) if an SPC elects not to
exercise such option or otherwise fails to provide all or any part of such Loan,
the Granting Lender shall be obligated to make such Loan pursuant to the terms
hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of
the Granting Lender to the same extent, and as if, such Loan were made by the
Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for
any expense reimbursement, indemnity or similar payment obligation under this
Credit Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Credit Agreement) that, prior to
the date that is one year and one day after the later of (i) the payment in full
of all outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it
will not institute against, or join any other person in instituting against,
such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or similar proceedings under the laws of the United States of
America or any State thereof. In addition, notwithstanding anything to the
contrary contained in this (Section)20.9, any SPC may (A) with notice to, but
(except as specified below) without the prior written consent of, the Borrowers
or the Administrative Agent and without paying any processing fee therefor,
assign all or a portion of its interests in any Loans to its Granting Lender or
to any financial institutions (consented to by the Administrative Agent and, so
long as no Default or Event of Default has occurred and is continuing, the
Borrowers, which consents shall not be unreasonably withheld or delayed)
providing liquidity and/or credit facilities to or for the account of such SPC
to fund the Loans made by such SPC or to support the securities (if any) issued
by such SPC to fund such Loans and (B) disclose on a confidential basis any
non-public information relating to its Loans (other than financial statements
referred to in (Sections)8.4 or 9.4) to any rating agency, commercial paper
dealer or provider of a surety, guarantee or credit or liquidity enhancement to
such SPC. In no event shall the Borrowers be obligated to pay to an SPC that has
made a Loan any greater amount than the Borrowers would have been obligated to
pay under this Credit Agreement if the Granting Lender had made such Loan. An
amendment to this (Section)20.9 without the written consent of an SPC shall be
ineffective insofar as it alters the rights and obligations of such SPC.

                                21. NOTICES, ETC.

         Except as otherwise expressly provided in this Credit Agreement, all
notices and other communications made or required to be given pursuant to this
Credit Agreement or the Notes or any Letter of Credit Applications shall be in
writing (which includes by setting forth such notice or other communication on a
site on the World Wide Web (a "Website Posting") if notice of such Website
Posting (including the information necessary to access such site) has previously
been delivered to the applicable parties hereto by another means set forth in
this (Section)21) and shall be delivered in hand, mailed by United States
registered or certified first class mail, postage prepaid,
<PAGE>
                                      -97-

sent by overnight courier, or sent by telegraph, telecopy, facsimile or telex
and confirmed by delivery via courier or postal service, addressed as follows:

                  (a)      if to the US Borrower or any US Guarantor, at Genesee
         & Wyoming Inc., Corporate Headquarters, 66 Field Point Road, Greenwich,
         CT 06830, Attention: John C. Hellmann, Chief Financial Officer, or at
         such other address for notice as the US Borrower shall last have
         furnished in writing to the Person giving the notice;

                  (b)      if to the Canadian Borrower or any Canadian
         Guarantor, at Corporate Headquarters, 66 Field Point Road, Greenwich,
         CT 06830, Attn: John C. Hellmann, or such other address for notice as
         the Canadian Borrower shall last have furnished in writing to the
         Person giving notice;

                  (c)      if to the Administrative Agent, at 100 Federal
         Street, Transportation Division, Boston, Massachusetts 02110, USA,
         Attention: Paul G. Feloney, Managing Director, (617) 434-7241, or such
         other address for notice as the Administrative Agent shall last have
         furnished in writing to the Person giving the notice;

                  (d)      if to any Lender, at such Lender's address set forth
         on Schedule II hereto, or such other address for notice as such Lender
         shall have last furnished in writing to the Person giving the notice.

         Any such notice or demand shall be deemed to have been duly given or
made and to have become effective (i) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile,
(ii) if sent by registered or certified first-class mail, postage prepaid, on
the third US or Canadian (as applicable) Business Day following the mailing
thereof and (iii) if delivered by a Website Posting, upon delivery of a notice
or other communication of such posting (including the information necessary to
access such site) by another means set forth in this (Section)21.

                               22. GOVERNING LAW.

         THIS CREDIT AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS ARE
CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL, PURSUANT TO NEW
YORK GENERAL OBLIGATIONS LAW (Section)5-1401, BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. EACH OF THE BORROWERS CONSENTS
AND AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE
UPON THE BORROWER IN ACCORDANCE WITH LAW AT THE ADDRESS SPECIFIED IN
(Section)21. EACH OF THE BORROWERS HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH
SUIT IS BROUGHT IN AN INCONVENIENT COURT.
<PAGE>
                                      -98-

                                  23. HEADINGS.

         The captions in this Credit Agreement are for convenience of reference
only and shall not define or limit the provisions hereof.

                                24. COUNTERPARTS.

         This Credit Agreement and any amendment hereof may be executed in
several counterparts and by each party on a separate counterpart, each of which
when executed and delivered shall be an original, and all of which together
shall constitute one instrument. In proving this Credit Agreement it shall not
be necessary to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought. Delivery by facsimile by any of
the parties hereto of an executed counterpart hereof or of any amendment or
waiver hereto shall be as effective as an original executed counterpart hereof
or of such amendment or waiver and shall be considered a representation that an
original executed counterpart hereof or such amendment or waiver, as the case
may be, will be delivered.

                           25. ENTIRE AGREEMENT, ETC.

         The Loan Documents and any other documents executed in connection
herewith or therewith express the entire understanding of the parties with
respect to the transactions contemplated hereby. Neither this Credit Agreement
nor any term hereof may be changed, waived, discharged or terminated, except as
provided in (Section)27.

                         26. WAIVER OF JURY TRIAL, ETC.

         TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A JURY TRIAL WITH RESPECT TO ANY
ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS CREDIT
AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR
OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND
OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW, EACH OF THE BORROWERS HEREBY WAIVES
ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE
PRECEDING SENTENCE, ANY SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY DAMAGES
OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES AND WAIVES ALL SURETYSHIP DEFENSES
GENERALLY. EACH OF THE BORROWERS (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY LENDER, THE ADMINISTRATIVE AGENT HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH LENDER OR THE ADMINISTRATIVE AGENT WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT
THE ADMINISTRATIVE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS BECAUSE OF, AMONG OTHER THINGS,
EACH OF THE BORROWER'S WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.
<PAGE>
                                      -99-

                     27. CONSENTS, AMENDMENTS, WAIVERS, ETC.

         27.1 CONSENTS AND APPROVALS. Any consent or approval required or
permitted by this Credit Agreement to be given by the Lenders may be given, and
any term of this Credit Agreement, the other Loan Documents or any other
instrument related hereto or mentioned herein may be amended, and the
performance or observance by any of the Borrowers or any of their Restricted
Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or
such other instrument or the continuance of any Default or Event of Default may
be waived (either generally or in a particular instance and either retroactively
or prospectively) with, but only with, the written consent of the Borrowers and
the written consent of the Required Lenders. Notwithstanding the foregoing, no
amendment, modification or waiver shall:

                  (a)      without the written consent of the Borrowers and each
         Lender directly affected thereby:

                           (i) reduce or forgive the principal amount of any
                  Loans or Reimbursement Obligations, or reduce the rate of
                  interest on the Notes or the amount of the Commitment Fee or
                  Letter of Credit Fees (other than interest accruing pursuant
                  to (Section)6.10 following the effective date of any waiver by
                  the Required Lenders of the Default or Event of Default
                  relating thereto);

                           (ii)  increase the amount of such Lender's Commitment
                  or extend the expiration date of such Lender's Commitment;
                  and

                           (iii) postpone or extend the Maturity Date or any
                  other regularly scheduled dates for payments of principal of,
                  or interest on, the Loans or Reimbursement Obligations or any
                  fees or other amounts payable to such Lender (it being
                  understood that (A) a waiver of the application of the default
                  rate of interest pursuant to (Section)6.10, (B) any vote to
                  rescind any acceleration made pursuant to (Section)14.1 of
                  amounts owing with respect to the Loans and other Obligations
                  and (C) any modifications of the provisions relating to
                  amounts, timing or application of prepayments of Loans and
                  other Obligations, including under (Sections)4.2.2 - 4.2.5
                  shall require only the approval of the Required Lenders);

                  (b)      without the written consent of all the Lenders,

                           (i) amend or waive the definition of Required
                  Lenders;

                           (ii) amend or waive this (Section)27;

                           (iii) other than pursuant to a transaction permitted
                  by the terms of this Credit Agreement, release all or
                  substantially all of the Collateral or release any Guarantor
                  or Guarantors having in the aggregate total assets in excess
                  of ten percent (10%) of the Consolidated Total Assets of the
                  Borrowers and their Restricted Subsidiaries from their
                  guaranty obligations under the Guaranty (excluding, if the
                  Borrower or any Restricted Subsidiary of a Borrower becomes a
                  debtor under the federal Bankruptcy Code, the release of "cash
                  collateral", as defined in Section 363(a) of the federal
                  Bankruptcy Code pursuant to a cash collateral stipulation with
                  the debtor approved by the Required Lenders);
<PAGE>
                                     -100-

                  (c)      without the written consent of the Administrative
         Agent, amend or waive (Section)16, the amount or time of payment of the
         Agent's Fee or any other provision applicable to the Administrative
         Agent;

                  (d)      without the written consent of the Swingline Lender,
         amend or waive any provision applicable to the Swingline Lender; and

                  (e)      without the written consent of the Issuing Lender,
         amend or waive the amount or time of payment of any Letter of Credit
         Fees or other fees payable for the Issuing Lender's account or any
         other provision applicable to the Issuing Lender.

         No waiver shall extend to or affect any obligation not expressly waived
or impair any right consequent thereon. No course of dealing or delay or
omission on the part of the Administrative Agent or any Lender in exercising any
right shall operate as a waiver thereof or otherwise be prejudicial thereto. No
notice to or demand upon the Borrowers shall entitle the Borrowers to other or
further notice or demand in similar or other circumstances.

         27.2 INCREASE IN COMMITMENTS OR ADDITION OF A NEW TERM LOAN.
Notwithstanding anything in this Credit Agreement to the contrary, each of the
Lenders agrees that at any time following the Closing Date and so long as a
Default or Event of Default shall not have occurred and be continuing or would
result therefrom, the US Borrower may, on not more than two occasions request,
by notice to the Administrative Agent, that the Total Commitment be increased
and/or a term loan be made to the US Borrower (the "New Term Loan") in an
aggregate amount of up to $100,000,000. The Administrative Agent shall have the
right to solicit additional financial institutions to become Lenders for
purposes of this Credit Agreement or to encourage any Lender to increase its
Commitment or join in the making of the New Term Loan, provided that (a) each
financial institution that becomes a Lender shall agree to become a party to,
and shall assume and agree to be bound by, this Credit Agreement, subject to all
terms and conditions hereof; (b) the Administrative Agent shall have no
obligation to the US Borrower or to any Lender to solicit additional financial
institutions or any Lender pursuant to this (Section)27.2; (c) no Lender shall
have an obligation to the Borrowers, the Administrative Agent or any other
Lender to increase its Commitment or its Commitment Percentage or to make the
New Term Loan to the US Borrower; (d) in no event shall the addition of any
Lender or Lenders, the increase in the Commitment of any Lender or the addition
of the New Term Loan under this (Section)27.2 increase the sum of the total
amount of Loans, Letter of Credit Obligations and unused Commitments of the
Lenders under this Credit Agreement to an amount greater than $350,000,000; and
(e) the New Term Loan shall be secured on a pari passu basis with the other
Obligations under the Credit Agreement. Each of the Lenders agrees that upon the
addition of any Lender, the increase in the Commitment of any Lender or the
making of the New Term Loan to the US Borrower, the Administrative Agent may,
without the further consent of the Lenders, amend Schedule II to reflect such
increase or addition and may amend the Credit Agreement and the other Loan
Documents to make such conforming changes to the Credit Agreement and the other
Loan Documents as the Administrative Agent may determine are necessary to
accomplish the increase in the Total Commitment and/or addition of the New Term
Loan and the adjustments to the Commitment Percentages relating thereto. The
Administrative Agent agrees to provide to the Lenders and the Borrowers an
executed copy of any amendments made pursuant to this (Section)27.2.
<PAGE>
                                     -101-

                                28. SEVERABILITY.

         The provisions of this Credit Agreement are severable and if any one
clause or provision hereof shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect
only such clause or provision, or part thereof, in such jurisdiction, and shall
not in any manner affect such clause or provision in any other jurisdiction, or
any other clause or provision of this Credit Agreement in any jurisdiction.

                         29. TRANSITIONAL ARRANGEMENTS.

         29.1. PRIOR CREDIT AGREEMENT SUPERSEDED. On the Closing Date, this
Credit Agreement shall supersede the Prior Credit Agreement in its entirety,
except as provided in this (Section)29. On the Closing Date, the rights and
obligations of the parties evidenced by the Prior Credit Agreement shall be
evidenced by the Credit Agreement and the other Loan Documents, the "Loans" as
defined in the Prior Credit Agreement shall be converted to Loans as defined
herein and the Existing Letters of Credit issued by the Issuing Lender for the
account of the US Borrower or any of its Restricted Subsidiaries prior to the
Closing Date shall be converted into Letters of Credit under this Credit
Agreement. The parties hereto agree that the changes to the terms and conditions
of the Prior Credit Agreement set out herein and the execution of these presents
shall not constitute novation and all the security interests, hypothecs, pledges
and other collateral of whatever nature securing any of the Obligations shall
continue to apply to the Prior Credit Agreement, as amended and restated by
these presents, and to the other Loan Documents. Without limiting the generality
of the foregoing and to the extent necessary, the Lenders and the Administrative
Agent reserve all of their rights under each of the Security Documents and each
of the Canadian Borrower, the Canadian Guarantors, GWIC and Emons Railroad
Group, Inc. hereby obligates itself again in respect of all present and future
Obligations under, inter alia, the Prior Credit Agreement, as amended and
restated by this Credit Agreement, pursuant to and under the relevant section of
the applicable movable and immovable hypothecs previously granted by the
relevant grantor. To the extent necessary, each of the Canadian Guarantors, GWIC
and Emons Railroad Group, Inc. hereby waives the benefits of division and
discussion that may be applicable under any of the Loan Documents.

         29.2. RETURN AND CANCELLATION OF PRIOR NOTES. As soon as reasonably
practicable after the Closing Date, the Lenders under the Prior Credit Agreement
will promptly return to the Borrowers, marked "Substituted" or "Cancelled", as
the case may be, any notes held by the Lenders pursuant to the Prior Credit
Agreement.

         29.3. INTEREST AND FEES UNDER SUPERSEDED AGREEMENT. All interest and
fees and expenses, if any, owing or accruing under or in respect of the Prior
Credit Agreement through the Closing Date shall be calculated as of the Closing
Date (pro rated in the case of any fractional periods), and shall be paid on the
Closing Date. Commencing on the Closing Date, the Commitment Fees hereunder
shall be payable by the Borrowers to the Administrative Agent for the account of
the Lenders in accordance with (Section)2.2.

                    30. DISTRIBUTION OF COLLATERAL PROCEEDS.

         In the event that, following the acceleration of any of the
Obligations, any of the Administrative Agent or any Lender, as the case may be,
receives any monies in connection with the enforcement of any of the Security
Documents, or otherwise with respect to the realization upon any of the
Collateral, such monies shall be distributed for application as follows:
<PAGE>
                                     -102-

                  (a)      First, to the payment of, or (as the case may be) the
         reimbursement of the Administrative Agent for or in respect of all
         reasonable costs, expenses, fees, disbursements and losses which shall
         have been incurred or sustained by the Administrative Agent in
         connection with the collection of such monies by the Administrative
         Agent, for the exercise, protection or enforcement by the
         Administrative Agent of all or any of the rights, remedies, powers and
         privileges of the Administrative Agent under this Credit Agreement or
         any of the other Loan Documents or in respect of the Collateral or in
         support of any provision of adequate indemnity to the Administrative
         Agent against any taxes or Liens which by law shall have, or may have,
         priority over the rights of the Administrative Agent to such monies;

                  (b)      Second, to all other Obligations in such order or
         preference as the Required Lenders may determine; provided, however,
         that (i) distributions shall be made (A) pari passu among Obligations
         with respect to the Agent's Fee payable pursuant to (Section)6.1.1 and
         all other Obligations and (B) with respect to each type of Obligation
         owing to the Lenders, such as interest, principal, fees and expenses,
         among the Lenders pro rata, and (ii) the Administrative Agent may in
         its discretion make proper allowance to take into account any
         Obligations not then due and payable;

                  (c)      Third, upon payment and satisfaction in full or other
         provisions for payment in full satisfactory to the Lenders and the
         Administrative Agent of all of the Obligations, to the payment of any
         obligations required to be paid pursuant to (Section)9-608(a)(1)(C) or
         (Section)9-615(a)(3) of the Uniform Commercial Code of the State of New
         York and any Canadian equivalent; and

                  (d)      Fourth, the excess, if any, shall be returned to
         the Borrowers or to such other Persons as are entitled thereto.

               31. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

         31.1. CONFIDENTIALITY. Each of the Lenders and the Administrative Agent
agrees, on behalf of itself and each of its affiliates, directors, officers,
employees and representatives, to use reasonable precautions to keep
confidential, in accordance with their customary procedures for handling
confidential information of the same nature and in accordance with safe and
sound banking practices, any non-public information supplied to it by either
Borrower or any of their its Subsidiaries pursuant to this Credit Agreement that
is identified by such Person as being confidential at the time the same is
delivered to the Lenders or the Administrative Agent, provided that nothing
herein shall limit the disclosure of any such information (a) after such
information shall have become public other than through a violation of this
(Section)31, or becomes available to any of the Lenders or the Administrative
Agent on a nonconfidential basis from a source other than a Borrower, (b) to the
extent required by statute, rule, regulation or judicial process, (c) to counsel
for any of the Lenders or the Administrative Agent, (d) to bank examiners or any
other regulatory authority having jurisdiction over any Lender or the
Administrative Agent, or to auditors or accountants, (e) to the Administrative
Agent, any Lender or any Financial Affiliate, (f) in connection with any
litigation to which any one or more of the Lenders, the Administrative Agent or
any Financial Affiliate is a party, or in connection with the enforcement of
rights or remedies hereunder or under any other Loan Document, (g) to a Lender
Affiliate or a Subsidiary or Affiliate of the Administrative Agent, (h) to any
actual or prospective assignee or participant or any actual or prospective
counterparty (or its advisors) to any swap or derivative transactions referenced
to credit or other risks or events arising under this Credit Agreement or
<PAGE>
                                     -103-

any other Loan Document so long as such assignee, participant or counterparty,
as the case may be, agrees to be bound by the provisions of (Section)31 or (i)
with the consent of the Borrowers. Moreover, each of the Administrative Agent,
the Lenders and any Financial Affiliate is hereby expressly permitted by the
Borrowers to refer to any of the Borrowers and their Subsidiaries in connection
with any advertising, promotion or marketing undertaken by the Administrative
Agent, such Lender or such Financial Affiliate and, for such purpose, the
Administrative Agent, such Lender or such Financial Affiliate may utilize any
trade name, trademark, logo or other distinctive symbol associated with either
of the Borrowers or any of their Subsidiaries or any of their businesses.

         31.2. PRIOR NOTIFICATION. Unless specifically prohibited by applicable
law or court order, each of the Lenders and the Administrative Agent shall,
prior to disclosure thereof, notify the Borrowers of any request for disclosure
of any such non-public information by any governmental agency or representative
thereof (other than any such request in connection with an examination of the
financial condition of such Lender by such governmental agency) or pursuant to
legal process.

         31.3. OTHER. In no event shall any Lender or the Administrative Agent
be obligated or required to return any materials furnished to it or any
Financial Affiliate by either of the Borrowers or any of their Subsidiaries. The
obligations of each Lender under this (Section)31 shall supersede and replace
the obligations of such Lender under any confidentiality letter in respect of
this financing signed and delivered by such Lender to the Borrowers prior to the
date hereof and shall be binding upon any assignee of, or purchaser of any
participation in, any interest in any of the Loans or Reimbursement Obligations
from any Lender.
<PAGE>

         IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as of the date first set forth above.

                  BORROWERS:             GENESEE & WYOMING INC.

                                         By: /s/ Mark W. Hastings
                                            ------------------------------------
                                            Name: Mark W. Hastings
                                            Title:

                                         QUEBEC GATINEAU RAILWAY INC.

                                         By: /s/ Mark W. Hastings
                                            ------------------------------------
                                            Name: Mark W. Hastings
                                            Title:

                  LENDERS:               FLEET NATIONAL BANK, individually and
                                         as Administrative Agent, Issuing Lender
                                         and Swingline Lender

                                         By: /s/ Paul G. Feloney
                                            ------------------------------------
                                            Name: Paul G. Feloney, Jr.
                                            Title: Managing Director

                                         JPMORGAN CHASE BANK, individually and
                                         as Syndication Agent

                                         By: /s/ Alan J. Aria
                                            ------------------------------------
                                            Name: Alan J. Aria
                                            Title: Vice President
<PAGE>

                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         individually and as Syndication Agent

                                         By: /s/ Robert W. Hart
                                             -----------------------------------
                                             Name: Robert W. Hart
                                             Title: First Vice President

                                         SOVEREIGN BANK, individually and as
                                         Syndication Agent

                                         By: /s/ Dexter Freeman
                                             -----------------------------------
                                             Name: Dexter Freeman
                                             Title: SVP

                                         THE BANK OF NOVA SCOTIA, individually
                                         and as Syndication Agent

                                         By: /s/ William E. Zarrett
                                             -----------------------------------
                                             Name: William E. Zarrett
                                             Title: Managing Director

                                         WACHOVIA BANK, NATIONAL ASSOCIATION,
                                         individually and as Syndication Agent

                                         By: /s/ Eileen E. McCrickard
                                             -----------------------------------
                                             Name: Eileen E. McCrickard
                                             Title: Vice President

                                         KEY BANK NATIONAL ASSOCIATION

                                         By: /s/ Patrick J. Kelly
                                             -----------------------------------
                                             Name: Patrick J. Kelly
                                             Title: Vice President

<PAGE>

                                         NATIONAL CITY BANK

                                         By: /s/ Brian Gallagher
                                             -----------------------------------
                                             Name: Brian Gallagher
                                             Title: Vice President

                                         LANDESBANK SCHLESWIG-HOLSTEIN

                                         By: /s/ Munting / Behr
                                             -----------------------------------
                                             Name: Munting     Behr
                                             Title: SVP        AVP

                                         BRANCH BANKING AND TRUST COMPANY

                                         By: /s/ Cory Boyle
                                             -----------------------------------
                                             Name: Cory Boyle
                                             Title: SVP

                                         CITIZENS BANK

                                         By: /s/ Marina E. Gross
                                             -----------------------------------
                                             Name: Marina E. Gross
                                             Title: Vice President

                                         PNC BANK, NATIONAL ASSOCIATION

                                         By: /s/ Daniel K. Fitzpatrick
                                             -----------------------------------
                                             Name: Daniel K. Fitzpatrick, CFA
                                             Title: Vice President
<PAGE>

                                         COMERICA BANK

                                         By: /s/ Stacey V. Judd
                                             -----------------------------------
                                             Name: Stacey V. Judd
                                             Title: Account Officer

                                         COMERICA BANK, Canada Branch

                                         By: /s/ Robert Rosen
                                             -----------------------------------
                                             Name: Robert Rosen
                                             Title: Vice-President

                                         HSBC BANK USA

                                         By: /s/ Guy R. Nudd
                                             -----------------------------------
                                             Name: Guy R. Nudd
                                             Title: Vice President

                                         REGIONS BANK

                                         By: /s/ Jim Schmalz
                                             -----------------------------------
                                             Name: Jim Schmalz
                                             Title: Vice President

                                         WEBSTER BANK

                                         By: /s/  Barbara A. Keegan
                                             -----------------------------------
                                             Name: Barbara A. Keegan
                                             Title: Vice President
<PAGE>
             US GUARANTORS:              BRADFORD INDUSTRIAL RAIL, INC.
                                         THE DANSVILLE AND MOUNT
                                          MORRIS RAILROAD COMPANY
                                         GENESEE & WYOMING RAILROAD
                                          SERVICES, INC.
                                         GENESEE AND WYOMING
                                          RAILROAD COMPANY
                                         ROCHESTER & SOUTHERN
                                          RAILROAD, INC.
                                         ALLEGHENY & EASTERN
                                          RAILROAD, INC.
                                         BUFFALO & PITTSBURGH
                                          RAILROAD, INC.
                                         PITTSBURG & SHAWMUT RAILROAD,
                                          INC.
                                         LOUISIANA & DELTA
                                          RAILROAD, INC.
                                         ILLINOIS & MIDLAND RAILROAD, INC.
                                         PORTLAND & WESTERN
                                          RAILROAD, INC.
                                         WILLAMETTE & PACIFIC
                                          RAILROAD, INC.
                                         GOLDEN ISLES TERMINAL
                                          RAILROAD, INC.
                                         SAVANNAH PORT TERMINAL
                                          RAILROAD, INC.
                                         CAROLINA COASTAL RAILWAY, INC.
                                         COMMONWEALTH RAILWAY,
                                          INCORPORATED
                                         CORPUS CHRISTI TERMINAL
                                          RAILROAD, INC.
                                         RAIL LINK, INC.
                                         TALLEYRAND TERMINAL RAILROAD
                                          COMPANY, INC.
                                         SOUTH BUFFALO RAILWAY COMPANY

                                         By: /s/ John C. Hellmann
                                            ----------------------------------
                                            Name:    John C. Hellmann
                                            Title:   Assistant Treasurer
<PAGE>
            US GUARANTORS:
            (CONTINUED)                  YORK RAIL LOGISTICS, INC. (FORMERLY
                                          EMONS LOGISTICS SERVICES, INC.)
                                         EMONS TRANSPORTATION GROUP,
                                          INC.
                                         EMONS RAILROAD GROUP, INC.
                                         MAINE INTERMODAL
                                          TRANSPORTATION, INC.
                                         ST. LAWRENCE & ATLANTIC
                                          RAILROAD COMPANY
                                         YORK RAILWAY COMPANY
                                         SLR LEASING CORP.

                                         By: /s/ John C. Hellmann
                                            ------------------------------------
                                            Name:   John C. Hellmann
                                            Title:  Treasurer

                                         EMONS INDUSTRIES, INC.

                                         By: /s/ John C. Hellmann
                                            ------------------------------------
                                            Name:   John C. Hellmann
                                            Title:  Vice President/Assistant
                                                    Secretary

                                         YORKRAIL, LLC
                                         By: /s/ John C. Hellmann
                                            ------------------------------------
                                            Name:
                                            Title:

                                         MARYLAND AND PENNSYLVANIA
                                         RAILROAD, LLC

                                         By: /s/ Scott Ziegler
                                            ------------------------------------
                                            Name:
                                            Title:

                                         EMONS FINANCE CORP.

                                         By: /s/ Michael Holben
                                            ------------------------------------
                                            Name:   Michael Holben
                                            Title:  President

<PAGE>
                  US GUARANTORS:
                  (CONTINUED)
                                         GWI CANADA, INC.

                                         By: /s/ Mark W. Hastings
                                            ------------------------------------
                                            Name:   Mark W. Hastings
                                            Title:  Treasurer

                                         GWI RAIL
                                         MANAGEMENT CORPORATION

                                         By: /s/ Mark W. Hastings
                                            ------------------------------------
                                            Name:   Mark W. Hastings
                                            Title:  Secretary

                                         GWI LEASING CORPORATION

                                         By: /s/ Mark W. Hastings
                                            ------------------------------------
                                            Name:   Mark W. Hastings
                                            Title:  President

                                         P & L JUNCTION HOLDINGS, INC.

                                         By: /s/ Mark W. Hastings
                                            ------------------------------------
                                            Name:   Mark W. Hastings
                                            Title:  Vice President

                                         UTAH RAILWAY COMPANY
                                         SALT LAKE CITY SOUTHERN RAILROAD
                                         COMPANY, INC.

                                         By: /s/ Mark W. Hastings
                                            ------------------------------------
                                            Name:   Mark W. Hastings
                                            Title:  Vice President and
                                                    Secretary
<PAGE>

                  CANADIAN
                  GUARANTORS:            GENESEE RAIL-ONE INC.
                                         MIRABEL RAILWAY INC.
                                         RAIL-ONE INC.

                                         By: /s/ Mark W. Hastings
                                            ------------------------------------
                                            Name: Mark W. Hastings
                                            Title: Treasurer

                                         HURON CENTRAL RAILWAY INC.

                                         By: /s/ Charles N. Marshall
                                            ------------------------------------
                                            Name: Charles N. Marshall
                                            Title:

                                         ST. LAWRENCE  & ATLANTIC RAILROAD
                                         (QUEBEC) INC.

                                         By: /s/ Mark W. Hastings
                                            ------------------------------------
                                            Name: Mark W. Hastings
                                            Title: Secretary