<PAGE>

                                                                   EXHIBIT 4.b.9

                                                                  EXECUTION COPY

================================================================================

                                 (JPMORGAN LOGO)

                                CREDIT AGREEMENT

                         dated as of November 27, 2007,

                                      among

                                 AMDOCS LIMITED

                     The Borrowing Subsidiaries Party Hereto

                            The Lenders Party Hereto

                                       and

                           JPMORGAN CHASE BANK, N.A.,
                             as Administrative Agent

                          J. P. MORGAN EUROPE LIMITED,
                                 as London Agent

                                       and

                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                                as Canadian Agent

                                   ----------

                           J.P. MORGAN SECURITIES INC.
                                       and
                         BANC OF AMERICA SECURITIES LLC,
                  as Joint Lead Arrangers and Joint Bookrunners

                                   ----------

                             BANK OF AMERICA, N.A.,
                              as Syndication Agent

================================================================================
                                                             [CS&M No. 6701-752]

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
                                ARTICLE I

                               Definitions

SECTION 1.01. Defined Terms..............................................     1
SECTION 1.02. Classification of Loans and Borrowings.....................    24
SECTION 1.03. Terms Generally............................................    25
SECTION 1.04. Accounting Terms; GAAP; Pro Forma Computations.............    25
SECTION 1.05. Currency Translation.......................................    25

                                ARTICLE II

                               The Credits

SECTION 2.01. Commitments................................................    26
SECTION 2.02. Loans and Borrowings.......................................    27
SECTION 2.03. Requests for Borrowings....................................    28
SECTION 2.04. Swingline Loans............................................    28
SECTION 2.05. Letters of Credit..........................................    30
SECTION 2.06. Canadian Bankers' Acceptances..............................    34
SECTION 2.07. Funding of Borrowings and BA Drawings......................    37
SECTION 2.08. Interest Elections.........................................    38
SECTION 2.09. Termination, Reduction, Extension and Increase of
              Commitments................................................    40
SECTION 2.10. Repayment of Loans and BAs; Evidence of Debt...............    42
SECTION 2.11. Prepayment of Loans........................................    43
SECTION 2.12. Fees.......................................................    44
SECTION 2.13. Interest...................................................    45
SECTION 2.14. Alternate Rate of Interest.................................    46
SECTION 2.15. Increased Costs............................................    47
SECTION 2.16. Break Funding Payments.....................................    48
SECTION 2.17. Taxes......................................................    49
SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
              Set-offs...................................................    50
SECTION 2.19. Mitigation Obligations; Replacement of Lenders.............    52
SECTION 2.20. Foreign Subsidiary Costs...................................    53
SECTION 2.21. Designation of Borrowing Subsidiaries......................    53

                               ARTICLE III

                      Representations and Warranties

SECTION 3.01. Organization; Powers.......................................    54
SECTION 3.02. Authorization; Enforceability..............................    54
SECTION 3.03. Governmental Approvals; No Conflicts.......................    54
SECTION 3.04. Financial Condition; No Material Adverse Change............    55
SECTION 3.05. Properties.................................................    55
</TABLE>


                                    i

<PAGE>

<TABLE>
<S>                                                                         <C>
SECTION 3.06. Litigation and Environmental Matters.......................    55
SECTION 3.07. Compliance with Laws and Agreements........................    55
SECTION 3.08. Investment Company Status..................................    56
SECTION 3.09. Taxes......................................................    56
SECTION 3.10. Employee Benefit Plans.....................................    56
SECTION 3.11. Disclosure.................................................    56
SECTION 3.12. Subsidiaries...............................................    56
SECTION 3.13. OFAC Compliance............................................    56


                                ARTICLE IV

                                Conditions

SECTION 4.01. Effective Date.............................................    57
SECTION 4.02. Each Credit Event..........................................    58
SECTION 4.03. Initial Credit Event for each Additional Borrowing
              Subsidiary.................................................    58

                                ARTICLE V

                          Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information.................    59
SECTION 5.02. Notices of Material Events.................................    60
SECTION 5.03. Existence; Conduct of Business.............................    60
SECTION 5.04. Payment of Obligations.....................................    61
SECTION 5.05. Maintenance of Properties; Insurance.......................    61
SECTION 5.06. Books and Records; Inspection Rights.......................    61
SECTION 5.07. Compliance with Laws.......................................    61
SECTION 5.08. Use of Proceeds............................................    61

                                ARTICLE VI

                            Negative Covenants

SECTION 6.01. Subsidiary Indebtedness....................................    62
SECTION 6.02. Liens......................................................    62
SECTION 6.03. Sale and Lease Back Transactions...........................    63
SECTION 6.04. Fundamental Changes........................................    63
SECTION 6.05. Restrictive Agreements.....................................    64
SECTION 6.06. Interest Coverage Ratio....................................    64
SECTION 6.07. Consolidated Total Debt to Consolidated EBITDA Ratio.......    64

                               ARTICLE VII

                            Events of Default

                               ARTICLE VIII
</TABLE>


                                    ii

<PAGE>

<TABLE>
<S>                                                                         <C>
                                The Agents

                                ARTICLE IX

                     Collection Allocation Mechanism

                                ARTICLE X

                                Guarantee

                                ARTICLE XI

                              Miscellaneous

SECTION 11.01. Notices...................................................    71
SECTION 11.02. Waivers; Amendments.......................................    72
SECTION 11.03. Expenses; Indemnity; Damage Waiver........................    73
SECTION 11.04. Successors and Assigns....................................    75
SECTION 11.05. Survival..................................................    78
SECTION 11.06. Counterparts; Integration; Effectiveness..................    78
SECTION 11.07. Severability..............................................    79
SECTION 11.08. Right of Setoff...........................................    79
SECTION 11.09. Governing Law; Jurisdiction; Consent to Service of
               Process...................................................    79
SECTION 11.10. WAIVER OF JURY TRIAL......................................    80
SECTION 11.11. Headings..................................................    80
SECTION 11.12. Confidentiality...........................................    80
SECTION 11.13. Interest Rate Limitation..................................    81
SECTION 11.14. U.S.A. PATRIOT Act........................................    81
SECTION 11.15. Non-Public Information....................................    81
SECTION 11.16. No Fiduciary Duty.........................................    82
SECTION 11.17. Senior Indebtedness.......................................    82
SECTION 11.18. Conversion of Currencies..................................    82
</TABLE>

SCHEDULES

Schedule 1.01 Applicable Funding Account
Schedule 2.01 Commitments
Schedule 2.05 LC Commitments
Schedule 3.12 Subsidiaries
Schedule 6.01 Indebtedness
Schedule 6.05 Restrictive Agreements


                                   iii

<PAGE>

EXHIBITS

Exhibit A   Form of Assignment and Assumption
Exhibit B-1 Form of Borrower Joinder Agreement
Exhibit B-2 Form of Borrower Termination Agreement
Exhibit C   Form of Borrowing Request
Exhibit D   Mandatory Costs Rate
Exhibit E   Maturity Date Extension Request


                                    iv
<PAGE>

                    CREDIT AGREEMENT dated as of November 27, 2007 (this
               "Agreement"), among AMDOCS LIMITED (the "Company"); the Borrowing
               Subsidiaries from time to time party hereto; the LENDERS from
               time to time party hereto; JPMORGAN CHASE BANK, N.A., as
               Administrative Agent; J.P. MORGAN EUROPE LIMITED, as London
               Agent; and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian
               Agent.

          The Borrowers (such term and each other capitalized term used and not
otherwise defined herein having the meaning assigned to it in Article I) have
requested the Lenders to extend, and the Lenders are willing, on the terms and
subject to the conditions set forth herein, to extend, credit in the form of:

          (a) Tranche A Commitments under which (i) the Tranche A Borrowers may
obtain Revolving Loans in US Dollars, Sterling and Euro, (ii) Tranche A
Borrowers that are US Subsidiaries may obtain Swingline Loans in US Dollars and
(iii) Tranche A Borrowers may obtain Letters of Credit in US Dollars, Sterling
or Euro;

          (b) Tranche B Commitments under which (i) the Tranche B Borrowers
other than Canadian Borrowing Subsidiaries may obtain Revolving Loans in US
Dollars, Sterling and Euro, (ii) Tranche B Borrowers that are Canadian Borrowing
Subsidiaries may obtain Revolving Loans denominated in US Dollars and Canadian
Dollars and may issue and sell BAs in Canadian Dollars, (iii) Tranche B
Borrowers that are US Subsidiaries or Canadian Subsidiaries may obtain Swingline
Loans in US Dollars and (iv) Tranche B Borrowers that are Canadian Subsidiaries
may obtain Swingline Loans in Canadian Dollars; and

          (c) Tranche C Commitments under which the Tranche C Borrowers may
obtain Revolving Loans in US Dollars.

          The proceeds of Loans made and BAs accepted and purchased, and the
Letters of Credit issued, under this Agreement will be used for general
corporate purposes of the Company and the Subsidiaries, including for
acquisitions, investments and share repurchases.

          Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

          SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

          "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

          "Accession Agreement" has the meaning set forth in Section 2.09(d).

          "Adjusted EURIBO Rate" means, with respect to any EURIBOR Borrowing
for any Interest Period, an interest rate per annum equal to the sum of (a) the
EURIBO Rate for such Interest Period and (b) the Mandatory Costs Rate.

<PAGE>

                                                                               2


          "Adjusted LIBO Rate" means (a) with respect to any LIBOR Borrowing
denominated in US Dollars for any Interest Period, an interest rate per annum
equal to the product of (i) the LIBO Rate for US Dollars for such Interest
Period multiplied by (ii) the Statutory Reserve Rate and (b) with respect to any
LIBOR Borrowing denominated in Sterling for any Interest Period, an interest
rate per annum equal to the sum of (x) the LIBO Rate for such currency and such
Interest Period plus (y) the Mandatory Costs Rate.

          "Administrative Agent" means JPMorgan Chase Bank, N.A., in its
capacity as administrative agent for the Lenders hereunder, or any successor
appointed in accordance with Article VIII.

          "Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

          "Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

          "Agents" means the Administrative Agent, the London Agent and the
Canadian Agent.

          "Alternate Base Rate" means, for any day, a rate per annum equal to
the greater of (a) the Prime Rate (in the case of a Loan or Borrowing made to a
US Borrowing Subsidiary) or the US Base Rate (in the case of a Loan or Borrowing
made to a Canadian Borrowing Subsidiary) in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, as the case may
be.

          "Applicable Agent" means (a) with respect to a Loan or Borrowing of a
US Borrowing Subsidiary denominated in US Dollars or any Letter of Credit, and
with respect to any payment hereunder that does not relate to a particular Loan,
Borrowing, BA or Letter of Credit, the Administrative Agent, (b) with respect to
a Loan or Borrowing of a Canadian Borrowing Subsidiary denominated in US
Dollars, a Loan or Borrowing denominated in Canadian Dollars or a BA, the
Canadian Agent and (c) with respect to a Loan or Borrowing denominated in a
currency other than US Dollars or Canadian Dollars or a Loan or Borrowing
denominated in US Dollars and made to a Borrower that is not a US Borrowing
Subsidiary or a Canadian Borrowing Subsidiary, the London Agent.

          "Applicable Funding Account" means, as to each Borrower, the
applicable account with the Applicable Agent (or one of its Affiliates)
specified on Schedule 1.01 hereto or set forth in such Borrower's Borrower
Joinder Agreement entered pursuant to Section 2.21 (or if no such account is
specified for such Borrower on such Schedule or such Joinder Agreement, in a
written notice signed by a Financial Officer and delivered to and approved by
such Applicable Agent prior to the initial extension of credit to such Borrower
hereunder), or, following the initial designation of an Applicable Funding
Account for such Borrower, any other account with the Applicable Agent (or one
of its Affiliates) that shall be specified in a written notice signed by a
Financial Officer and delivered to and approved by such Applicable Agent.

<PAGE>

                                                                               3


          "Applicable Rate" means, for any day, the applicable rate per annum
set forth below under the caption "Facility Fee Rate", "LIBOR/EURIBOR Spread and
BA Stamping Fee" or "Utilization Fee", as the case may be, based upon the
ratings established by S&P and Moody's for the Index Debt as of the most recent
determination date:

<TABLE>
<CAPTION>
                                           LIBOR/EURIBOR
                  RATINGS       FACILITY   SPREAD AND BA   UTILIZATION
CATEGORY       (S&P/MOODY'S)    FEE RATE    STAMPING FEE       FEE
--------     ----------------   --------   -------------   -----------
<S>          <C>                <C>        <C>             <C>
Category 1   BBB+/Baa1            .080%        .270%          .075%
Category 2   BBB/Baa2             .100%        .350%          .075%
Category 3   BBB-/Baa3            .125%        .425%          .075%
Category 4   BB+/Ba1              .150%        .500%          .100%
Category 5   BB/Ba2 or lower      .200%        .650%          .100%
</TABLE>

          For purposes of the foregoing, (i) if Moody's or S&P shall not have in
effect a rating for the Index Debt (other than by reason of the circumstances
referred to in the last sentence of this definition), then such rating agency
shall be deemed to have established a rating in Category 5; (ii) if the ratings
established or deemed to have been established by Moody's and S&P for the Index
Debt shall fall within different Categories, the Applicable Rate shall be based
on the higher of the two ratings unless one of the two ratings is two or more
Categories lower than the other, in which case the Applicable Rate shall be
determined by reference to the Category next below that in which the higher of
the two ratings falls; and (iii) if the rating established or deemed to have
been established by Moody's or S&P for the Index Debt shall be changed (other
than as a result of a change in the rating system of Moody's or S&P), such
change shall be effective as of the date on which it is first announced by the
applicable rating agency. Each change in the Applicable Rate shall apply during
the period commencing on the effective date of such change and ending on the
date immediately preceding the effective date of the next such change. If the
rating system of Moody's or S&P shall change, or if any such rating agency shall
cease to be in the business of rating corporate debt obligations, the Company
and the Lenders shall negotiate in good faith to amend this definition to
reflect such changed rating system or the unavailability of ratings from such
rating agency and, pending the effectiveness of any such amendment, the
Applicable Rate shall be determined by reference to the ratings of the other
rating agency (or, if the circumstances referred to in this sentence shall
affect both rating agencies, the ratings most recently in effect prior to such
changes or cessations).

          "Approved Fund" has the meaning assigned to such term in Section
11.04.

          "Arrangers" means J.P. Morgan Securities Inc. and Banc of America
Securities LLC.

          "Assignment and Assumption" means an assignment and assumption
agreement entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 11.04), and accepted by the
Administrative Agent, in the form of Exhibit A or any other form approved by the
Administrative Agent.

          "Attributable Debt" means, with respect to any Sale-Leaseback
Transaction, the present value (discounted at the rate set forth or implicit in
the terms of the lease included in such Sale-Leaseback Transaction) of the total
obligations of the lessee for rental payments (other than amounts required to be
paid on account of taxes, maintenance, repairs, insurance, assessments,
utilities, operating and labor costs and other items that do not constitute
payments for property rights) during the remaining term of the lease included in
such Sale-Leaseback Transaction

<PAGE>

                                                                               4


(including any period for which such lease has been extended). In the case of
any lease that is terminable by the lessee upon payment of a penalty, the
Attributable Debt shall be the lesser of (a) the Attributable Debt determined
assuming termination on the first date such lease may be terminated (in which
case the Attributable Debt shall also include the amount of the penalty, but no
rent shall be considered as required to be paid under such lease subsequent to
the first date upon which it may be so terminated) and (b) the Attributable Debt
determined assuming no such termination.

          "Authorized Agent" has the meaning set forth in Section 11.09(d).

          "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

          "BA" means a bill of exchange, including a depository bill issued in
accordance with the Depository Bills and Notes Act (Canada), denominated in
Canadian Dollars, drawn by a Canadian Borrowing Subsidiary and accepted by a
Lender in accordance with the terms of this Agreement.

          "BA Drawing" means BAs accepted and purchased (and any BA Equivalent
Loans made in lieu of such acceptance and purchase) on the same date and as to
which a single Contract Period is in effect.

          "BA Equivalent Loan" has the meaning assigned to such term in Section
2.06(k).

          "Basket Amount" means, at any time, the greater of (a) US$150,000,000
and (b) 6% of Consolidated Tangible Assets at the end of the most recent fiscal
quarter of the Company for which financial statements have been delivered under
Section 5.01 (or, prior to the delivery of any such financial statements, at
June 30, 2007).

          "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

          "Borrower" means any Tranche A Borrower, Tranche B Borrower or Tranche
C Borrower.

          "Borrower Joinder Agreement" means a Borrower Joinder Agreement
substantially in the form of Exhibit B-1.

          "Borrower Termination Agreement" means a Borrower Termination
Agreement, substantially in the form of Exhibit B-2.

          "Borrowing" means (a) Loans of the same Class and Type made, converted
or continued on the same date and, in the case of LIBOR Loans, as to which a
single Interest Period is in effect or (b) a Swingline Loan.

          "Borrowing Minimum" means (a) in the case of a Borrowing denominated
in US Dollars, US$3,000,000, (b) in the case of a Borrowing denominated in
Sterling, L2,000,000, (c) in the case of a Borrowing denominated in Euros,
E3,000,000 and (d) in the case of a Borrowing denominated in Canadian Dollars,
Cdn.$3,000,000.

          "Borrowing Multiple" means (a) in the case of a Borrowing denominated
in US Dollars, US$1,000,000, (b) in the case of a Borrowing denominated in
Sterling, L1,000,000, (c) in

<PAGE>

                                                                               5


the case of a Borrowing denominated in Euros, E1,000,000 and (d) in the case of
a Borrowing denominated in Canadian Dollars, Cdn.$1,000,000.

          "Borrowing Request" means a request by a Borrower for a Revolving
Borrowing in accordance with Section 2.03.

          "Borrowing Subsidiary" means (a) European Software Marketing Ltd, a
Guernsey corporation, and (b) any other Subsidiary that has become a Borrowing
Subsidiary as provided in Section 2.21; provided that any Subsidiary referred to
in the preceding clauses (a) and (b) may cease to be a Borrowing Subsidiary as
provided in Section 2.21.

          "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided, that (a) when used in connection with a LIBOR Loan
in any currency, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in deposits in such currency in the London
interbank market, (b) when used in connection with a EURIBOR Loan, the term
"Business Day" shall also exclude any day on which TARGET is not open for the
settlement of payments in Euros, (c) when used in connection with a Canadian
Prime Rate Loan (including any Swingline Loan denominated in Canadian Dollars)
or a BA, the term "Business Day" shall also exclude any day on which banks are
not open for business in Toronto and (d) when used in connection with a Loan to
any Borrower organized in a jurisdiction other than the United States of
America, the United Kingdom or Canada, the term "Business Day" shall also
exclude any day on which commercial banks in the jurisdiction of organization of
such Borrower are authorized or required by law to remain closed.

          "CAM" means the mechanism for the allocation and exchange of interests
in the Tranches and the collections thereunder established under Article IX.

          "CAM Exchange" means the exchange of the Lenders' interests provided
for in Article IX.

          "CAM Exchange Date" means the date on which any event referred to in
clause (h) or (i) of Article VII shall occur with respect to the Company.

          "CAM Percentage" means, as to each Lender, a fraction, expressed as a
decimal, of which (a) the numerator shall be the sum of the US Dollar
Equivalents (determined on the basis of Exchange Rates prevailing on the CAM
Exchange Date) of the Designated Obligations owed to such Lender (whether or not
at the time due and payable) immediately prior to the CAM Exchange and (b) the
denominator shall be the sum of the US Dollar Equivalents (as so determined) of
the Designated Obligations owed to all the Lenders (whether or not at the time
due and payable) immediately prior to the CAM Exchange. For purposes of
determining the CAM Percentages, the amount payable in respect of any BA shall
be deemed to be the face amount thereof, reduced by the unaccreted portion of
the discount at which such BA shall have been purchased (taking into account the
applicable Discount Rates and acceptance fees), as determined by the
Administrative Agent in accordance with accepted financial practice.

          "Canadian Agent" means JPMorgan Chase Bank, N.A., Toronto Branch, in
its capacity as Canadian agent for the Lenders hereunder, or any successor
appointed in accordance with Article VIII.

          "Canadian Borrowing Subsidiary" means any Borrowing Subsidiary that is
a Canadian Subsidiary.

<PAGE>

                                                                               6


          "Canadian Dollars" or "Cdn.$" means the lawful money of Canada.

          "Canadian Prime Rate" means, for any day, the rate of interest per
annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the
greater of (a) the interest rate per annum publicly announced from time to time
by the Canadian Agent as its reference rate in effect on such day at its
principal office in Toronto for determining interest rates applicable to
commercial loans denominated in Canadian Dollars and made by it in Canada (each
change in such reference rate being effective from and including the date such
change is publicly announced as being effective) and (b) the interest rate per
annum equal to the sum of (i) the CDOR Rate on such day (or, if such rate is not
so reported on the Reuters Screen CDOR Page, the average of the rate quotes for
bankers' acceptances denominated in Canadian Dollars with a one month term
received by the Canadian Agent at approximately 10:00 a.m., Toronto time, on
such day (or, if such day is not a Business Day, on the next preceding Business
Day) from the Schedule I Reference Lenders) and (ii) 0.50% per annum.

          "Canadian Subsidiary" means any Subsidiary that is incorporated or
otherwise organized under the laws of Canada or any political subdivision
thereof.

          "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

          "CDOR Rate" means, on any date, an interest rate per annum equal to
the stated average discount rate applicable to bankers' acceptances denominated
in Canadian Dollars with a term of one month (for purposes of the definition of
"Canadian Prime Rate") or with a term equal to the Contract Period of the
relevant BAs (for purposes of the definition of "Discount Rate") appearing on
the Reuters Screen CDOR Page (or on any successor or substitute page of such
Screen, or any successor to or substitute for such Screen, providing rate
quotations comparable to those currently provided on such page of such Screen,
as determined by the Canadian Agent from time to time) at approximately 10:00
a.m., Toronto time, on such date (or, if such date is not a Business Day, on the
next preceding Business Day).

          "Change in Control" means (a) the acquisition of ownership, directly
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the SEC
thereunder as in effect on the date hereof), of shares representing more than
35% of the aggregate ordinary voting power represented by the issued and
outstanding capital stock of the Company; (b) occupation of a majority of the
seats (other than vacant seats) on the board of directors of the Company by
Persons who were neither (i) nominated by the board of directors of the Company
nor (ii) appointed by directors so nominated; (c) the acquisition of direct or
indirect Control of the Company by any Person or group; or (d) the acquisition
of any Equity Interests (other than directors' or other qualifying shares) of
any Borrowing Subsidiary by any Person other than the Company or a Subsidiary.

          "Change in Law" means (a) the adoption of any law, rule or regulation
after the Closing Date, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
Closing Date or (c) compliance by any Lender or Issuing Bank (or by any lending
office of such Lender or Issuing Bank or by such Lender's or Issuing Bank's
holding company, if any) with any request, guideline or directive (whether or
not having the force of law) of any Governmental Authority made or issued after
the Closing Date.

<PAGE>

                                                                               7


          "Claims" has the meaning set forth in Section 2.18(c).

          "Class", when used in reference to (a) any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are Tranche A
Revolving Loans, Tranche B Revolving Loans, Tranche C Revolving Loans, Tranche A
Swingline Loans or Tranche B Swingline Loans, and (b) any Commitment, refers to
whether such Commitment is a Tranche A Commitment, a Tranche B Commitment or a
Tranche C Commitment.

          "Closing Date" means the date of this Agreement.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

          "Commitments" means the Tranche A Commitments, the Tranche B
Commitments and the Tranche C Commitments. The aggregate amount of the
Commitments as of the Closing Date is US$500,000,000.

          "Consenting Lender" has the meaning set forth in Section 2.09(e).

          "Consolidated Assets" means, at any time, the aggregate amount of
assets (less applicable accumulated depreciation, depletion and amortization and
other reserves and other properly deductible items) of the Company and its
Subsidiaries, all as set forth in the most recent consolidated balance sheet of
the Company and its Subsidiaries, determined in accordance with GAAP, included
in the periodic reports of the Company filed with the SEC.

          "Consolidated EBITDA" means, for any period of four consecutive fiscal
quarters, Consolidated Net Income for such period plus (a) without duplication
and to the extent deducted in determining such Consolidated Net Income, the sum
of (i) consolidated interest expense for such period, (ii) consolidated income
tax expense for such period, (iii) all amounts attributable to depreciation and
amortization for such period, (iv) noncash equity-based compensation expense for
such period and (v) any nonrecurring noncash charges for such period, and minus
(b) without duplication, the sum of (i) to the extent included in determining
such Consolidated Net Income, any nonrecurring gains for such period and (ii)
any cash payments made during such period in respect of items reflected as
noncash equity-based compensation expense or nonrecurring noncash charges during
any earlier period, all determined on a consolidated basis in accordance with
GAAP. If the Company or any Subsidiary shall have made a Material Acquisition or
a Material Disposition, Consolidated EBITDA for the quarter in which such event
occurs and the four preceding quarters shall be calculated giving pro forma
effect thereto, to any related incurrence or repayment of Indebtedness and to
such other pro forma adjustments as are permitted under Regulation S-X of the
SEC with respect to such Material Acquisition or Material Disposition as if they
had occurred on the first day of the earliest of such quarters.

          "Consolidated Interest Expense" means, for any fiscal period, the
aggregate of all interest expense of the Company and the Consolidated
Subsidiaries for such period, all as determined on a consolidated basis in
accordance with GAAP, plus the aggregate yield (expressed as a dollar amount)
obtained by the purchasers under any Securitization Transactions on their
investments in accounts receivable of the Company and the Subsidiaries during
such period, determined in accordance with generally accepted financial practice
and the terms of such Securitization Transactions. If the Company or any
Subsidiary shall have made a Material Acquisition or a Material Disposition,
Consolidated Interest Expense for the quarter in which such event occurs and the
four preceding quarters shall be calculated giving pro forma effect

<PAGE>

                                                                               8


thereto, to any related incurrence or repayment of Indebtedness and to such
other pro forma adjustments as are permitted under Regulation S-X of the SEC
with respect to such Material Acquisition or Material Disposition as if they had
occurred on the first day of the earliest of such quarters.

          "Consolidated Net Income" means, for any fiscal period, the net income
of the Company and the Consolidated Subsidiaries for such period, determined on
a consolidated basis in accordance with GAAP.

          "Consolidated Tangible Assets" means, at any time, the aggregate
amount of assets (less applicable accumulated depreciation and amortization and
other reserves and other properly deductible items) of the Company and the
Subsidiaries, minus all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other intangible assets of the Company and the
Subsidiaries, all as set forth in the most recent consolidated balance sheet of
the Company, determined on a consolidated basis in accordance with GAAP.

          "Consolidated Subsidiary" means any Subsidiary that should be
consolidated with the Company for financial reporting purposes in accordance
with GAAP.

          "Consolidated Total Indebtedness" means, at any date, all Indebtedness
of the Company and the Consolidated Subsidiaries at such date, determined on a
consolidated basis in accordance with GAAP (but excluding Indebtedness of the
Company or any Subsidiary as an account party in respect of letters of credit
backing trade payables and other obligations that do not constitute
Indebtedness).

          "Contract Period" means, with respect to any BA, the period commencing
on the date such BA is issued, accepted and purchased and ending on the date
that is one, two, three and six months thereafter, as the applicable Canadian
Borrowing Subsidiary may elect; provided that if such Contract Period would end
on a day other than a Business Day, such Contract Period shall be extended to
the next succeeding Business Day.

          "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

          "Credit Documents" means this Agreement, each Borrower Joinder
Agreement, each Borrower Termination Agreement and any promissory note issued
hereunder.

          "Credit Parties" means the Company, in its capacity as a Borrower and
a Guarantor hereunder, and the Borrowing Subsidiaries.

          "Declining Lender" has the meaning set for in Section 2.09(e).

          "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

          "Designated Obligations" shall mean all obligations of the Borrowers
with respect to (a) principal of and interest on the Revolving Loans, (b)
participations in Swingline Loans, (c) amounts payable in respect of BAs, (d)
unreimbursed L/C Disbursements and interest thereon and (c) all facility fees
and Letter of Credit participation fees.

<PAGE>

                                                                               9


          "Discount Proceeds" means, with respect to any BA, an amount (rounded
upward, if necessary, to the nearest Cdn.$.01) calculated by multiplying (a) the
face amount of such BA by (b) the quotient obtained by dividing (i) one by (ii)
the sum of (A) one and (B) the product of (x) the Discount Rate (expressed as a
decimal) applicable to such BA and (y) a fraction of which the numerator is the
Contract Period applicable to such BA and the denominator is 365, with such
quotient being rounded upward or downward to the fifth decimal place and .000005
being rounded upward.

          "Discount Rate" means, with respect to a BA being accepted and
purchased on any day, (a) for a Lender which is a Schedule I Lender, (i) the
CDOR Rate applicable to such BA or (ii) if the discount rate for a particular
Contract Period is not quoted on the Reuters Screen CDOR Page, the arithmetic
average (as determined by the Canadian Agent and expressed as a per annum rate)
of the percentage discount rates (expressed as a decimal and rounded upward, if
necessary, to the nearest 1/100 of 1%) quoted to the Canadian Agent by the
Schedule I Reference Lenders as the percentage discount rate at which each such
bank would, in accordance with its normal practices, at approximately 10:00
a.m., Toronto time, on such day, be prepared to purchase bankers' acceptances
accepted by such bank having a face amount and term comparable to the face
amount and Contract Period of such BA and (b) for a lender which is a
Non-Schedule I Lender, the lesser of (i) the CDOR Rate applicable to such BA
referred to in clause (a) above as if such Non-Schedule I Lender were a Schedule
I Lender plus 0.10% per annum and (ii) the arithmetic average (as determined by
the Canadian Agent and expressed as a per annum rate) of the percentage discount
rates (expressed as a decimal and rounded upward, if necessary, to the nearest
1/100 of 1%) quoted to the Canadian Agent by the Non-Schedule I Reference
Lenders as the percentage discount rate at which each such bank would, in
accordance with its normal practices, at approximately 10:00 a.m., Toronto time,
on such day, be prepared to purchase bankers' acceptances accepted by such bank
having a face amount and term comparable to the face amount and Contract Period
of such BA.

          "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 11.02).

          "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

          "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Company or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement with
any Governmental Authority pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

          "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any
warrants, options or other rights entitling the holder thereof to purchase or
acquire any such equity interest.

<PAGE>

                                                                              10


          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

          "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Company, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

          "ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Company or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the Company or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from the Company or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

          "EURIBO Rate" means, with respect to any EURIBOR Borrowing for any
Interest Period, (a) the applicable Screen Rate or (b) if no Screen Rate is
available for such Interest Period, the arithmetic mean (rounded up to four
decimal places) of the rates quoted by the Reference Banks to leading banks in
the Banking Federation of the European Union for the offering of deposits in
Euros and for a period comparable to such Interest Period, in each case as of
the Specified Time on the Quotation Day.

          "EURIBOR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted EURIBO Rate.

          "Euro" means the single currency adopted by participating member
states of the European Communities in accordance with legislation of the
European Community relating to Economic and Monetary Union.

          "Event of Default" has the meaning assigned to such term in Article
VII.

          "Exchange Rate" means on any day, for purposes of determining the US
Dollar Equivalent of any other currency, the rate at which such other currency
may be exchanged into US Dollars at the time of determination on such day as set
forth on the Reuters WRLD Page for such currency. In the event that such rate
does not appear on any Reuters WRLD Page, the Exchange Rate shall be determined
by reference to such other publicly available service for displaying exchange
rates as may be agreed upon by the Applicable Agent and the Company, or, in the
absence of such an agreement, such Exchange Rate shall instead be the arithmetic
average of the spot rates of exchange of the Applicable Agent in the market
where its foreign currency exchange operations in respect of such currency are
then being conducted, at or about such time as the Applicable Agent shall elect
after determining that such rates shall be the basis for

<PAGE>

                                                                              11


determining the Exchange Rate, on such date for the purchase of US Dollars for
delivery two Business Days later; provided that if at the time of any such
determination, for any reason, no such spot rate is being quoted, the Applicable
Agent may use any reasonable method it deems appropriate to determine such rate,
and such determination shall be conclusive absent manifest error.

          "Excluded Taxes" means (a) with respect to any Lender, (i) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America or any political subdivision thereof or by the jurisdiction under the
laws of which such Lender is organized or resident for tax purposes, in which
its principal office is located or in which its applicable lending office is
located, (ii) any branch profits taxes imposed by the United States of America
or any political subdivision thereof or any similar tax imposed by any other
jurisdiction described in clause (a)(i) above and (iii) any withholding tax that
is attributable to the failure of such Lender to comply with Section 2.17(e);
(b) with respect to any Tranche A Lender, any withholding tax that is imposed on
amounts payable by a Tranche A Borrower organized, resident for tax purposes or
having substantial business operations in Guernsey, the United States of
America, the United Kingdom, Ireland, Switzerland, Denmark or Cyprus or any
political subdivision of any thereof by any taxation authority of such
jurisdiction on amounts payable from locations within such jurisdiction to such
Lender's Tranche A Lending Office designated for Tranche A Borrowers organized,
resident for tax purposes or having substantial business operations in such
jurisdiction, to the extent such tax is in effect and applicable (assuming the
taking by such Borrower of all actions required in order for available
exemptions from such tax to be effective) at the time such Lender becomes a
party to this Agreement (or designates a new Tranche A Lending Office for
Tranche A Borrowers organized, resident for tax purposes or having substantial
business operations in such jurisdiction), except to the extent that (i) such
Lender was entitled, at the time of designation of a new lending office, to
receive additional amounts with respect to such withholding tax pursuant to
Section 2.17 or (ii) such Lender became a party to this Agreement pursuant to an
assignment by a Lender that was entitled, at the time of the assignment, to
receive additional amounts with respect to such withholding tax pursuant to
Section 2.17; (c) with respect to any Tranche B Lender (other than a Lender that
becomes or acquires any interests of a Tranche B Lender through an assignment
under Section 2.19(b) or by operation of the CAM or through a purchase of
participations under Section 2.18(c)), any withholding tax that is imposed on
amounts payable by a Tranche B Borrower organized, resident for tax purposes or
having substantial business operations in Guernsey, the United States of
America, the United Kingdom, Ireland, Switzerland, Denmark, Cyprus or Canada or
any political subdivision of any thereof by any taxation authority of such
Borrower's jurisdiction of organization on amounts payable from locations within
such jurisdiction to such Lender's Tranche B Lending Office designated for
Tranche B Borrowers organized, resident for tax purposes or having substantial
business operations in such jurisdiction, to the extent such tax is in effect
and applicable (assuming the taking by such Borrower of all actions required in
order for available exemptions from such tax to be effective) at the time such
Lender becomes a party to this Agreement (or designates a new Tranche B Lending
Office for Tranche B Borrowers organized, resident for tax purposes or having
substantial business operations in such jurisdiction), except to the extent that
(i) such Lender was entitled, at the time of designation of a new lending
office, to receive additional amounts with respect to such withholding tax
pursuant to Section 2.17 or (ii) such Lender became a party to this Agreement
pursuant to an assignment by a Lender that was entitled, at the time of the
assignment, to receive additional amounts with respect to such withholding tax
pursuant to Section 2.17; and (d) with respect to any Tranche C Lender, any
withholding tax that is imposed on amounts payable by a Tranche C Borrower
organized, resident for tax purposes or having substantial business operations
in the United States of America or any political subdivision of any thereof by
any taxation authority of such jurisdiction on amounts payable from locations
within such jurisdiction to such Lender's Tranche

<PAGE>

                                                                              12


C Lending Office, to the extent such tax is in effect and applicable (assuming
the taking by such Borrower of all actions required in order for available
exemptions from such tax to be effective) at the time such Lender becomes a
party to this Agreement (or designates a new Tranche C Lending Office for
Tranche C Borrowers organized, resident for tax purposes or having substantial
business operations in such jurisdiction) except to the extent that (i) such
Lender was entitled, at the time of designation of a new lending office, to
receive additional amounts with respect to such withholding tax pursuant to
Section 2.17 or (ii) such Lender became a party to this Agreement pursuant to an
assignment by a Lender that was entitled, at the time of the assignment, to
receive additional amounts with respect to such withholding tax pursuant to
Section 2.17. For purposes of this definition, any reference to "jurisdiction"
shall include all political subdivisions of such jurisdiction. Notwithstanding
the foregoing, no withholding tax imposed by any taxation authority in
Switzerland or any political subdivision thereof will constitute an "Excluded
Tax" as to any Lender to the extent such Lender would be eligible for an
exemption from such tax but for the application of the 10/20 Non-Bank Rules.

          "Existing Maturity Date" has the meaning set forth in Section 2.09(e).

          "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

          "Financial Officer" means (a) with respect to the Company, the chief
financial officer, principal accounting officer, vice president of finance,
treasurer, controller, assistant treasurer or director of treasury of the
Company and (b) with respect to any Borrowing Subsidiary, the chief financial
officer, principal accounting officer, treasurer, controller, assistant
treasurer or director of treasury of the Company or such Borrowing Subsidiary.

          "GAAP" means generally accepted accounting principles in the United
States of America.

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

          "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including
any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment
thereof, (c) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or (d) as an account party in respect
of any letter of credit or letter of guaranty issued to support such
Indebtedness; provided that the

<PAGE>

                                                                              13


term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.

          "Guernsey Borrowing Subsidiary" means any Borrowing Subsidiary that is
a Guernsey Subsidiary.

          "Guernsey Subsidiary" means any Subsidiary that is incorporated or
otherwise organized under the laws of Guernsey or any political subdivision
thereof.

          "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

          "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.
The obligations of the Company or any Subsidiary in respect of any Hedging
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements provided for in such Hedging Agreements) that the Company
or such Subsidiary would be required to pay if such Hedging Agreement were
terminated at such time.

          "Immaterial Subsidiaries" means Subsidiaries that individually account
for less than 5%, and in the aggregate account for less than 10%, of both (a)
the consolidated assets (excluding intercompany receivables and payables) and
(b) the consolidated revenues (excluding intercompany revenues) of the Company
and the Subsidiaries as of the end of and for the most recent period of four
consecutive fiscal quarters of the Company.

          "Increasing Lender" has the meaning set forth in Section 2.09(d).

          "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person (other than trade
accounts payable incurred in the ordinary course of business), (d) all
obligations of such Person in respect of the deferred purchase price of property
or services (excluding accounts payable incurred in the ordinary course of
business), (e) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person
of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty supporting Indebtedness,
(i) all obligations, contingent or otherwise, of such Person in respect of
bankers' acceptances, (j) all Securitization Transactions of such Person and (k)
all obligations of such Person under Hedging Agreements. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

          "Indemnified Taxes" means Taxes other than Excluded Taxes.

<PAGE>

                                                                              14


          "Indemnitee" has the meaning set forth in Section 11.03(b).

          "Index Debt" means the Company's senior, unsecured,
non-credit-enhanced long-term Indebtedness for borrowed money.

          "Information Memorandum" means the Confidential Information Memorandum
dated October 2007 relating to the Company and the Transactions.

          "Interest Election Request" means a request by a Borrower to convert
or continue a Revolving Borrowing or BA Drawing in accordance with Section 2.08.

          "Interest Payment Date" means (a) with respect to any ABR Loan or
Canadian Prime Rate Loan (other than a Swingline Loan), the last day of each
March, June, September and December, (b) with respect to any LIBOR Loan or
EURIBOR Loan, the last day of the Interest Period applicable to the Borrowing of
which such Loan is a part and, in the case of a LIBOR Loan or a EURIBOR Loan
with an Interest Period of more than three months' duration, each day prior to
the last day of such Interest Period that occurs at intervals of three months'
duration after the first day of such Interest Period and (c) with respect to any
Swingline Loan, the day that such Loan is required to be repaid.

          "Interest Period" means, with respect to any LIBOR Borrowing or
EURIBOR Borrowing, the period commencing on the date of such Borrowing and
ending on the numerically corresponding day in the calendar month that is one,
two, three or six months thereafter (or, if available from each Lender, nine or
12 months thereafter), as the applicable Borrower may elect; provided that (a)
if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless
such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day and
(b) any Interest Period that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made
and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

          "Issuing Bank" means JPMorgan Chase Bank, N.A. and each other Lender
that shall have become an Issuing Bank hereunder as provided in Section 2.05(j)
(other than any Person that shall have ceased to be an Issuing Bank as provided
in Section 2.05(k)), each in its capacity as an issuer of Letters of Credit
hereunder. Each Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case
the term "Issuing Bank" shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate.

          "Issuing Bank Agreement" shall have the meaning assigned to such term
in Section 2.05(j).

          "LC Commitment" shall mean, as to each Issuing Bank, the commitment of
such Issuing Bank to issue Letters of Credit pursuant to Section 2.05. The
initial amount of each Issuing Bank's LC Commitment is set forth on Schedule
2.05 or in such Issuing Bank's Issuing Bank Agreement.

          "LC Disbursement" means a payment made by an Issuing Bank pursuant to
a Letter of Credit.

<PAGE>

                                                                              15


          "LC Exposure" means, at any time, (a) the sum of the US Dollar
Equivalents of the undrawn amounts of all outstanding Letters of Credit at such
time plus (b) the sum of the US Dollar Equivalents of the amounts of all LC
Disbursements that have not yet been reimbursed by or on behalf of the
applicable Borrowers at such time. The LC Exposure of any Tranche A Lender at
any time shall be its Tranche A Percentage of the aggregate LC Exposure at such
time.

          "Lenders" means the Persons listed on Schedule 2.01(1) and any other
Person that shall have become a Lender pursuant to an Assignment and Assumption
or Section 2.09(d), other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Assumption. Unless the context otherwise requires,
the term "Lenders" includes the Swingline Lender.

          "Lending Office" means a Tranche A Lending Office, a Tranche B Lending
Office or a Tranche C Lending Office.

          "Letter of Credit" means any letter of credit issued pursuant to this
Agreement.

          "LIBO Rate" means, with respect to any LIBOR Borrowing denominated in
any currency for any Interest Period, (a) the applicable Screen Rate or (b) if
no Screen Rate is available for such currency or for such Interest Period, the
arithmetic mean (rounded up to four decimal places) of the rates quoted by the
Reference Banks to leading banks in the London interbank market for the offering
of deposits in such currency and for a period comparable to such Interest
Period, in each case as of the Specified Time on the Quotation Day.

          "LIBOR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.

          "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities of any
Subsidiary, any purchase option, call or similar right of a third party with
respect to such securities that is created to secure obligations owed to any
creditor (it being understood that rights of a bona fide purchaser of a
Subsidiary or equity interests therein under a purchase or similar agreement
will not be deemed to constitute a Lien under this clause (c)).

          "Loans" means the loans made by the Lenders to the Borrowers pursuant
to this Agreement.

          "Local Time" means (a) with respect to a Loan or Borrowing denominated
in US Dollars to or by a US Borrowing Subsidiary or any Letter of Credit, New
York City time, (b) with respect to a Loan or Borrowing denominated in Sterling
or Euros or a Loan or Borrowing denominated in US Dollars to or by a Borrower
other than a US Borrowing Subsidiary or a Canadian Borrowing Subsidiary, London
time and (c) with respect to a Loan or Borrowing denominated in Canadian
Dollars, a BA or a Loan or Borrowing denominated in US Dollars to or by a
Canadian Borrowing Subsidiary, Toronto time.

          "London Agent" means J.P.Morgan Europe Limited, in its capacity as
London agent for the Lenders hereunder, or any successor appointed in accordance
with Article VIII.

----------
(1)  Schedule 2.01 will identify the initial Lenders that are not banks.

<PAGE>

                                                                              16


          "Mandatory Costs Rate" has the meaning set forth in Exhibit D.

          "Material Acquisition" means any transaction or series of related
transactions resulting in the ownership by the Company and/or one or more
Subsidiaries of all or substantially all the Equity Interests or all or
substantially all the assets of any Person or all or substantially all of any
division or other operating unit of a business, but only if the sum of (a)(i)
the value of the consideration paid in such transaction or transactions and (ii)
the Indebtedness of any acquired Person outstanding after such transaction takes
effect minus (b) the cash of such acquired Person after such transaction takes
effect is equal to US$250,000,000 or more or its equivalent in one or more other
currencies.

          "Material Adverse Effect" means a materially adverse effect on (a) the
business, assets, operations or financial condition of the Company and the
Subsidiaries, taken as a whole, or (b) the validity, legality, binding effect or
enforceability of any material provision hereof or any material right or remedy
of any Agent or Lender hereunder.

          "Material Disposition" means any transaction or series of related
transactions resulting in the disposition by the Company and/or one or more
Subsidiaries of all or substantially all the Equity Interests or all or
substantially all the assets of any Person or all or substantially all of any
division or other operating unit of a business, but only if the sum of (a)(i)
the value of the consideration paid in such transaction or transactions and (ii)
the Indebtedness outstanding after such transaction takes effect of any Person
disposed of for which neither the Company nor any other Subsidiary is liable
minus (b) the cash of such acquired Person after such transaction takes effect
is equal to US$250,000,000 or more or its equivalent in one or more other
currencies.

          "Material Indebtedness" means Indebtedness (other than the Loans) of
any one or more of the Company and its Subsidiaries in an aggregate principal
amount exceeding US$50,000,000.

          "Material Subsidiary" means any Subsidiary that is not an Immaterial
Subsidiary.

          "Maturity Date" means November 27, 2012, or any later date to which
the Maturity date shall have been extended pursuant to Section 2.09(e).

          "Maturity Date Extension Request" means a request by the Borrower, in
the form of Exhibit E hereto or such other form as shall be approved by the
Agent, for the extension of the Maturity Date pursuant to Section 2.09(d).

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

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

          "Non-Schedule I Lender" means any Lender not named on Schedule I to
the Bank Act (Canada).

          "Non-Schedule I Reference Lenders" means JPMorgan Chase Bank, N.A.,
Toronto Branch, and Bank of America, N.A.

<PAGE>

                                                                              17


          "Obligations" means (a) the principal of and interest (including
interest accruing during the pendency of any bankruptcy, insolvency,
receivership, en desastre or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Loans, (b) all reimbursement
obligations of any Borrower in respect of BAs accepted hereunder, when and as
due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise, (c) each payment required to be made by any Borrower
under this Agreement in respect of any Letter of Credit, when and as due,
including payments in respect of reimbursement of disbursements, interest
thereon and obligations to provide cash collateral and (c) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership, en desastre or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the Credit Parties under this
Agreement and the other Credit Documents.

          "Other Taxes" means any and all present or future stamp or documentary
Taxes or any other excise or property Taxes, charges or similar levies arising
from any payment made under any Credit Document or from the execution, delivery
or enforcement of, or otherwise with respect to, any Credit Document.

          "Participant" has the meaning set forth in Section 11.04.

          "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

          "Permitted Liens" means:

          (a) Liens imposed by law for taxes that are not yet due or are being
contested in compliance with Section 5.04;

          (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's
and other like Liens imposed by law, arising in the ordinary course of business
and securing obligations that are not overdue by more than 45 days or are being
contested in compliance with Section 5.04;

          (c) pledges and deposits made in the ordinary course of business in
compliance with workers' compensation, unemployment insurance and other social
security laws or regulations;

          (d) deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of
business;

          (e) judgment liens in respect of judgments that do not constitute an
Event of Default under clause (k) of Article VII; and

          (f) easements, zoning restrictions, rights-of-way and similar
encumbrances on real property that do not secure any monetary obligations and do
not materially detract from the value of the affected property or interfere with
the ordinary conduct of business of the Company or any Subsidiary;

provided that the term "Permitted Liens" shall not include any Lien securing
Indebtedness.

<PAGE>

                                                                              18


          "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

          "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Company or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

          "Prime Rate" means the rate of interest per annum publicly announced
from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at
its principal office in New York City. Each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

          "Quotation Day" means (a) with respect to any currency (other than
Sterling) for any Interest Period, two Business Days prior to the first day of
such Interest Period and (b) with respect to Sterling for any Interest Period,
the first day of such Interest Period, in each case unless market practice
differs in the Relevant Interbank Market for any currency, in which case the
Quotation Day for such currency shall be determined by the Applicable Agent in
accordance with market practice in the Relevant Interbank Market (and if
quotations would normally be given by leading banks in the Relevant Interbank
Market on more than one day, the Quotation Day shall be the last of those days).

          "Reference Banks" means with respect to the LIBO Rate or the EURIBO
Rate, the principal London offices of J.P. Morgan Europe Limited and Bank of
America, N.A., or such other banks as may be appointed by the Administrative
Agent in consultation with the Company.

          "Refinancing Indebtedness" means, in respect of any Indebtedness (the
"Original Indebtedness"), any Indebtedness that extends, renews or refinances
such Original Indebtedness (or any Refinancing Indebtedness in respect thereof);
provided that: (a) the principal amount of such Refinancing Indebtedness shall
not exceed the principal amount of such Original Indebtedness; (b) such
Refinancing Indebtedness shall not constitute Indebtedness of any Subsidiary
other than an obligor or guarantor in respect of such Original Indebtedness or a
subsidiary of such an obligor or guarantor; and (c) such Refinancing
Indebtedness shall not be secured by any Lien on any asset other than the assets
that secured such Original Indebtedness.

          "Register" has the meaning set forth in Section 11.04.

          "Related Parties" means, 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.

          "Relevant Interbank Market" means (a) with respect to any currency
(other than Euros), the London interbank market and (b) with respect to Euros,
the European interbank market.

          "Required Lenders" means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time.

          "Revolving Credit Exposure" means a Tranche A Revolving Credit
Exposure, a Tranche B Revolving Credit Exposure or a Tranche C Revolving Credit
Exposure.

<PAGE>

                                                                              19


          "Revolving Loan" means any Tranche A Revolving Loan, Tranche B
Revolving Loan or Tranche C Revolving Loan, as applicable.

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

          "Sale-Leaseback Transaction" means any arrangement whereby the Company
or a Subsidiary shall sell or transfer any property, real or personal, used or
useful in its business, whether now owned or hereinafter acquired, and
thereafter rent or lease such property or other property that it intends to use
for substantially the same purpose or purposes as the property sold or
transferred; provided that any such arrangement entered into within 180 days
after the acquisition or construction of the subject property shall not be
deemed to be a "Sale-Leaseback Transaction".

          "Schedule I Lender" means any Lender named on Schedule I to the Bank
Act (Canada).

          "Schedule I Reference Lenders" means Royal Bank of Canada and any
other Schedule I Lender agreed upon by the Company and the Canadian Agent from
time to time.

          "Screen Rate" means (a) in respect of the LIBO Rate for any currency
for any Interest Period, the British Bankers Association Interest Settlement
Rate for such currency and such Interest Period as set forth on the applicable
page of the Reuters Service (and if such page is replaced or such service ceases
to be available, another page or service displaying the appropriate rate
designated by the Applicable Agent) and (b) in respect of the EURIBO Rate for
any Interest Period, the percentage per annum determined by the Banking
Federation of the European Union for such Interest Period as set forth on the
applicable page of the Reuters Service (and if such page is replaced or such
service ceases to be available, another page or service displaying the
appropriate rate designated by the Applicable Agent).

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

          "Securitization Transaction" means, with respect to any Person, any
transfer by such Person or any of its subsidiaries of accounts receivable or
interests therein (a) to a trust, partnership, corporation or other entity,
which transfer is funded by the incurrence or issuance by the transferee or any
successor transferee of Indebtedness or other securities that are to receive
payments from, or that represent interests in, the cash flow derived from such
accounts receivable or interests therein, or (b) directly to one or more
investors or other purchasers. The amount of any Securitization Transaction
shall be deemed at any time to be the aggregate principal or stated amount of
the Indebtedness or other securities referred to in clause (a) of the preceding
sentence or, if there shall be no such principal or stated amount, the
uncollected amount of the accounts receivable or interests therein transferred
pursuant to such Securitization Transaction net of any such accounts receivable
or interests therein that have been written off as uncollectible.

          "Specified Time" means (a) with respect to the LIBO Rate, 11:00 a.m.,
London time and (b) with respect to the EURIBO Rate, 11:00 a.m., Frankfurt time.

          "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the

<PAGE>

                                                                              20


Administrative Agent is subject for eurocurrency funding (currently referred to
as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D. LIBOR
Loans shall be deemed to constitute eurocurrency funding and to be subject to
such reserve requirements without benefit of or credit for proration, exemptions
or offsets that may be available from time to time to any Lender under such
Regulation D or any comparable regulation. The Statutory Reserve Rate shall be
adjusted automatically on and as of the effective date of any change in any
reserve percentage.

          "Sterling" or "L" means the lawful currency of the United Kingdom.

          "Subordinated Indebtedness" of any Person means any Indebtedness of
such Person that by its express terms is subordinated in right of payment to any
other Indebtedness of such Person.

          "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

          "Subsidiary" means any subsidiary of the Company.

          "Swingline Lender" means JPMorgan Chase Bank, N.A. in its capacity as
a lender of Swingline Loans pursuant to Section 2.04.

          "Swingline Loan" means a Tranche A Swingline Loan or a Tranche B
Swingline Loan.

          "TARGET" means the Trans-European Automated Real-time Gross Settlement
Express Transfer payment system.

          "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

          "10/20 Non-Bank Rules" means the rules of the Swiss tax authorities
limiting the number of institutions other than qualifying banks extending credit
under this Agreement and under other instruments and agreements governing
Indebtedness of Borrowers organized, resident for tax purposes or having
substantial business operations in Switzerland.

          "Tranche" means a category of Commitments and extensions of credit
thereunder. For purposes hereof, each of the following shall comprise a separate
Tranche: (a) the Tranche A Commitments, the Tranche A Revolving Loans, the
Letters of Credit and the Tranche A Swingline Loans ("Tranche A"), (b) the
Tranche B Commitments, the Tranche B Revolving Loans, the BAs and the Tranche B
Swingline Loans ("Tranche B") and (c) the Tranche C Commitments and the Tranche
C Revolving Loans ("Tranche C").

          "Tranche A" has the meaning set forth in the definition of "Tranche".
<PAGE>

                                                                              21


          "Tranche A Borrower" means the Company and any Borrowing Subsidiary
that is a Tranche A Subsidiary.

          "Tranche A Commitment" means, with respect to each Tranche A Lender,
the commitment of such Tranche A Lender to make Tranche A Revolving Loans
pursuant to Section 2.01(a) and to acquire participations in Tranche A Swingline
Loans and Letters of Credit hereunder, expressed as an amount representing the
maximum aggregate amount of such Tranche A Lender's Tranche A Revolving Credit
Exposure hereunder, as such commitment may be reduced or increased from time to
time pursuant to Section 2.09 or assignments by or to such Tranche A Lender
pursuant to Section 11.04. The initial amount of each Tranche A Lender's Tranche
A Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption
pursuant to which such Tranche A Lender shall have assumed its Tranche A
Commitment, as the case may be. The aggregate amount of Tranche A Commitments on
the Closing Date is US$375,000,000.

          "Tranche A Lender" means a Lender with a Tranche A Commitment or a
Tranche A Revolving Credit Exposure.

          "Tranche A Lending Office" means, with respect to any Tranche A
Lender, the office(s) of such Lender (or any Affiliate of such Lender) specified
as its "Tranche A Lending Office(s)" on Schedule 2.01 or, as to any Person that
becomes a Tranche A Lender after the Closing Date, in the Assignment and
Assumption executed by such Person, or such other office(s) of such Lender (or
an Affiliate of such Lender) as such Lender may hereafter designate from time to
time as its "Tranche A Lending Office(s)" by notice to the Company and the
Administrative Agent. A Tranche A Lender may designate different Tranche A
Lending Offices for Loans to Tranche A Borrowers in different jurisdictions.

          "Tranche A Percentage" means, with respect to any Tranche A Lender at
any time, the percentage of the aggregate Tranche A Commitments represented by
such Tranche A Lender's Tranche A Commitment at such time; provided that if the
Tranche A Commitments have expired or been terminated, the Tranche A Percentages
shall be determined on the basis of the Tranche A Commitments most recently in
effect, giving effect to any assignments.

          "Tranche A Revolving Credit Exposure" means, with respect to any
Tranche A Lender at any time, the aggregate amount of (a) the sum of the US
Dollar Equivalents of such Tranche A Lender's outstanding Tranche A Revolving
Loans, (b) such Tranche A Lender's LC Exposure and (c) such Tranche A Lender's
Tranche A Swingline Exposure.

          "Tranche A Revolving Loans" means Loans made by the Tranche A Lenders
pursuant to Section 2.01(a). Each Tranche A Revolving Loan denominated in US
Dollars shall be a LIBOR Loan or, solely in the case of a Tranche A Revolving
Loan denominated in US Dollars and made to a US Borrowing Subsidiary, an ABR
Loan. Each Tranche A Revolving Loan denominated in Sterling shall be a LIBOR
Loan. Each Tranche A Revolving Loan denominated in Euros shall be a EURIBOR
Loan.

          "Tranche A Subsidiary" means any Subsidiary that is incorporated or
otherwise organized under the laws of Guernsey, the United States of America,
the United Kingdom, Ireland, Switzerland, Denmark or Cyprus or any political
subdivision of any thereof.

          "Tranche A Swingline Exposure" means, at any time, the sum of the US
Dollar Equivalents of the outstanding Tranche A Swingline Loans at such time.
The Tranche A

<PAGE>

                                                                              22


Swingline Exposure of any Tranche A Lender at any time shall be its Tranche A
Percentage of the total Tranche A Swingline Exposure at such time.

          "Tranche A Swingline Loan" means a Loan made pursuant to Section 2.04
and designated in the notice delivered by the applicable Borrower pursuant to
paragraph (b) of such Section as a Tranche A Swingline Loan.

          "Tranche B" has the meaning set forth in the definition of "Tranche".

          "Tranche B Borrower" means the Company and any Borrowing Subsidiary
that is a Tranche B Subsidiary.

          "Tranche B Commitment" means, with respect to each Tranche B Lender,
the commitment of such Tranche B Lender to make Tranche B Revolving Loans
pursuant to Section 2.01(a), to accept and purchase BAs pursuant to Section 2.06
and to acquire participations in Tranche B Swingline Loans hereunder, expressed
as an amount representing the maximum aggregate amount of such Tranche B
Lender's Tranche B Revolving Credit Exposure hereunder, as such commitment may
be reduced or increased from time to time pursuant to Section 2.09 or
assignments by or to such Tranche B Lender pursuant to Section 11.04. The
initial amount of each Tranche B Lender's Tranche B Commitment is set forth on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Tranche
B Lender shall have assumed its Tranche B Commitment, as the case may be. The
aggregate amount of Tranche B Commitments on the Closing Date is US$100,000,000.

          "Tranche B Lender" means a Lender with a Tranche B Commitment or a
Tranche B Revolving Credit Exposure.

          "Tranche B Lending Office" means, with respect to any Tranche B
Lender, the office(s) of such Lender (or any Affiliate of such Lender) specified
as its "Tranche B Lending Office(s)" on Schedule 2.01 or, as to any Person that
becomes a Tranche B Lender after the Closing Date, in the Assignment and
Assumption executed by such Person, or such other office(s) of such Lender (or
an Affiliate of such Lender) as such Lender may hereafter designate from time to
time as its "Tranche B Lending Office(s)" by notice to the Company and the
Administrative Agent. A Tranche B Lender may designate different Tranche B
Lending Offices for Loans to Tranche B Borrowers in different jurisdictions.

          "Tranche B Percentage" means, with respect to any Tranche B Lender at
any time, the percentage of the aggregate Tranche B Commitments represented by
such Tranche B Lender's Tranche B Commitment at such time; provided that if the
Tranche B Commitments have expired or been terminated, the Tranche B Percentages
shall be determined on the basis of the Tranche B Commitments most recently in
effect, giving effect to any assignments.

          "Tranche B Revolving Credit Exposure" means, with respect to any
Tranche B Lender at any time, the aggregate amount of (a) the sum of the US
Dollar Equivalents of such Tranche B Lender's outstanding Tranche B Revolving
Loans, (b) the sum of the US Dollar Equivalents at such time of the face amounts
of the BAs accepted by such Tranche B Lender and outstanding at such time and
(c) such Tranche B Lender's Tranche B Swingline Exposure.

          "Tranche B Revolving Loans" means Loans made by the Tranche B Lenders
pursuant to Section 2.01(b). Each Tranche B Revolving Loan denominated in US
Dollars shall be a LIBOR Loan or, solely in the case of a Tranche B Revolving
Loan denominated in US Dollars and made to a US Borrowing Subsidiary or a
Canadian Borrowing Subsidiary, an ABR

<PAGE>

                                                                              23


Loan. Each Tranche B Revolving Loan denominated in Sterling shall be a LIBOR
Loan. Each Tranche B Revolving Loan denominated in Euros shall be a EURIBOR
Loan. Each Tranche B Revolving Loan denominated in Canadian Dollars shall be a
Canadian Prime Rate Loan.

          "Tranche B Subsidiary" means any Subsidiary that is incorporated or
otherwise organized under the laws of Guernsey, the United States of America,
the United Kingdom, Ireland, Switzerland, Denmark, Cyprus or Canada or any
political subdivision of any thereof.

          "Tranche B Swingline Exposure" means, at any time, the sum of the US
Dollar Equivalents of the outstanding Tranche B Swingline Loans at such time.
The Tranche B Swingline Exposure of any Tranche B Lender at any time shall be
its Tranche B Percentage of the total Tranche B Swingline Exposure at such time.

          "Tranche B Swingline Loan" means a Loan made pursuant to Section 2.04
and designated in the notice delivered by the applicable Borrower pursuant to
paragraph (b) of such Section as a Tranche B Swingline Loan.

          "Tranche C" has the meaning set forth in the definition of "Tranche".

          "Tranche C Borrower" means any Borrowing Subsidiary that is a Tranche
C Subsidiary.

          "Tranche C Commitment" means, with respect to each Tranche C Lender,
the commitment of such Tranche C Lender to make Tranche C Revolving Loans
pursuant to Section 2.01(c), expressed as an amount representing the maximum
aggregate amount of such Tranche C Lender's Tranche C Revolving Credit Exposure
hereunder, as such commitment may be reduced or increased from time to time
pursuant to Section 2.09 or assignments by or to such Tranche C Lender pursuant
to Section 11.04. The initial amount of each Tranche C Lender's Tranche C
Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption
pursuant to which such Tranche C Lender shall have assumed its Tranche C
Commitment, as the case may be. The aggregate amount of Tranche C Commitments on
the Closing Date is US$25,000,000.

          "Tranche C Lender" means a Lender with a Tranche C Commitment or a
Tranche C Revolving Credit Exposure.

          "Tranche C Lending Office" means, with respect to any Tranche C
Lender, the office(s) of such Lender (or any Affiliate of such Lender) specified
as its "Tranche C Lending Office(s)" on Schedule 2.01 or, as to any Person that
becomes a Tranche C Lender after the Closing Date, in the Assignment and
Assumption executed by such Person, or such other office(s) of such Lender (or
an Affiliate of such Lender) as such Lender may hereafter designate from time to
time as its "Tranche C Lending Office(s)" by notice to the Company and the
Administrative Agent.

          "Tranche C Percentage" means, with respect to any Tranche C Lender at
any time, the percentage of the aggregate Tranche C Commitments represented by
such Tranche C Lender's Tranche C Commitment at such time; provided that if the
Tranche C Commitments have expired or been terminated, the Tranche C Percentages
shall be determined on the basis of the Tranche C Commitments most recently in
effect, giving effect to any assignments.

          "Tranche C Revolving Credit Exposure" means, with respect to any
Tranche C Lender at any time, the aggregate amount of the sum of the US Dollar
Equivalents of such Tranche C Lender's outstanding Tranche C Revolving Loans.

<PAGE>

                                                                              24


          "Tranche C Revolving Loans" means Loans made by the Tranche C Lenders
pursuant to Section 2.01(a). Each Tranche C Revolving Loan shall be a LIBOR Loan
or an ABR Loan.

          "Tranche C Subsidiary" means any Subsidiary that is incorporated or
otherwise organized under the laws of the United States of America or any
political subdivision thereof.

          "Transactions" means the execution, delivery and performance by each
Credit Party of the Credit Documents to which it is to be a party, the making of
the Loans, the acceptance and purchase of the BAs, the use of the proceeds
thereof, the issuance of the Letters of Credit, the creation of the Guarantee
provided for in Article X and the other transactions contemplated hereby.

          "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Adjusted
EURIBO Rate, the Alternate Base Rate or the Canadian Prime Rate.

          "USA Patriot Act" means the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001.

          "US Base Rate" means the reference rate of interest (however
designated) announced from time to time by JPMorgan Chase Bank, N.A., Toronto
Branch, as its reference rate for determining interest chargeable by it on
commercial loans made in Canada and denominated in US Dollars. Each change in
the US Base Rate shall be effective from and including the date such change is
publicly announced as being effective.

          "US Borrowing Subsidiary" means any Borrowing Subsidiary that is a US
Subsidiary.

          "US Dollar Equivalent" means, on any date of determination, (a) with
respect to any amount in US Dollars, such amount and (b) with respect to any
amount in any currency other than US Dollars, the equivalent in US Dollars of
such amount, determined by the Administrative Agent pursuant to Section 1.05
using the Exchange Rate with respect to such currency at the time in effect
under the provisions of such Section.

          "US Dollars" or "US$" means the lawful currency of the United States
of America.

          "US Subsidiary" means any Subsidiary that is organized under the laws
of the United States of America, any State thereof or the District of Columbia.

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

          SECTION 1.02. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Tranche A Revolving Loan") or by Type (e.g., a "LIBOR Revolving Loan") or by
Class and Type (e.g., a "Tranche A LIBOR Revolving Loan"). Borrowings also may
be classified and referred to by Class (e.g., a "Tranche A Revolving Borrowing")
or by Type (e.g., a "LIBOR Revolving Borrowing") or by Class and Type (e.g., a
"Tranche A LIBOR Revolving Borrowing").

<PAGE>

                                                                              25


          SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any definition
of or reference to any statute, regulation or other law herein shall be
construed (i) as referring to such statute, regulation or other law as from time
to time amended, supplemented or otherwise modified (including by succession of
comparable successor statutes, regulations or other laws) and (ii) to include
all official rulings and interpretations thereunder having the force of law or
with which affected Persons customarily comply, (c) any reference herein to any
Person shall be construed to include such Person's successors and assigns, (d)
the words "herein", "hereof" and "hereunder", and words of similar import, shall
be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (e) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (f) the words "asset" and
"property" shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.

          SECTION 1.04. Accounting Terms; GAAP; Pro Forma Computations. Except
as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP as in effect from time to
time; provided that, if the Company notifies the Administrative Agent that the
Company requests an amendment to any provision hereof to eliminate the effect of
any change occurring after the date hereof in GAAP or in the application thereof
on the operation of such provision (or if the Administrative Agent notifies the
Company that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith, and the parties
hereto shall negotiate in good faith with a view to agreeing on an amendment of
such provision that will preserve the original intent thereof while giving
effect to such change in GAAP.

          SECTION 1.05. Currency Translation. The Administrative Agent shall
determine the US Dollar Equivalent of any Borrowing denominated in a currency
other than US Dollars, other than a Canadian Prime Rate Borrowing, as of the
date of the commencement of the initial Interest Period therefor and as of the
date of the commencement of each subsequent Interest Period therefor, in each
case using the Exchange Rate for such currency in relation to US Dollars in
effect on the date that is three Business Days prior to the date on which the
applicable Interest Period shall commence, and each such amount shall, except as
provided in the last two sentences of this Section, be the US Dollar Equivalent
of such Borrowing until the next required calculation thereof pursuant to this
sentence. The Administrative Agent shall determine the US Dollar Equivalent of
any Letter of Credit denominated in a currency other than US Dollars as of the
date such Letter of Credit is issued, amended to increase its face amount,
extended or renewed and as of the last Business Day of each subsequent calendar
month, in each case using the Exchange Rate for such currency in relation to US
Dollars in effect on the date that is three Business Days prior to the date on
which such Letter of Credit is issued, amended to increase its face amount,
extended or renewed or the last Business Day of such subsequent calendar
quarter, as the case may be, and each such amount shall, except as provided in
the last two sentences of

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                                                                              26


this Section, be the US Dollar Equivalent of such Letter of Credit until the
next required calculation thereof pursuant to this sentence. The Administrative
Agent shall determine the US Dollar Equivalent of any Canadian Prime Rate
Borrowing or BA as of the date on which such Borrowing is made or such BA is
accepted and purchased and as of the last Business Day of each subsequent
calendar quarter, in each case using the Exchange Rate for such currency in
relation to US Dollars in effect on the last Business Day preceding the date of
such Borrowing or acceptance and purchase and as of the last Business Day of
such subsequent calendar quarter, as the case may be, and each such amount
shall, except as provided in the last two sentences of this Section, be the US
Dollar Equivalent of such Borrowing or BA until the next required calculation
thereof pursuant to this sentence. The Administrative Agent shall notify the
Company and the Lenders of each calculation of the US Dollar Equivalent of each
Borrowing, BA or Letter of Credit. Notwithstanding the foregoing, for purposes
of any determination of the CAM Percentages, any determination under Article V,
Article VI (other than Sections 6.06 and 6.07) or Article VII or any
determination under any other provision of this Agreement expressly requiring
the use of a current exchange rate, all amounts incurred, outstanding or
proposed to be incurred or outstanding in currencies other than US Dollars shall
be translated into US Dollars at currency exchange rates in effect on the date
of such determination. For purposes of Section 6.06 and 6.07, amounts in
currencies other than US Dollars shall be translated into US Dollars at the
currency exchange rates used in preparing the Company's annual and quarterly
financial statements.

                                   ARTICLE II

                                   The Credits

          SECTION 2.01. Commitments. (a) Tranche A Commitments. Subject to the
terms and conditions set forth herein, each Tranche A Lender agrees to make
Tranche A Revolving Loans denominated in US Dollars, Sterling and Euro to the
Tranche A Borrowers from time to time during the Availability Period in an
aggregate principal amount at any time outstanding that will not result in (A)
the aggregate Tranche A Revolving Credit Exposures exceeding the aggregate
Tranche A Commitments or (B) the Tranche A Revolving Credit Exposure of any
Lender exceeding its Tranche A Commitment. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Tranche A Borrowers
may borrow, prepay and reborrow Tranche A Revolving Loans.

          (b) Tranche B Commitments. Subject to the terms and conditions set
forth herein, each Tranche B Lender agrees (i) to make Tranche B Revolving Loans
denominated in US Dollars, Sterling and Euro to the Tranche B Borrowers other
than the Canadian Borrowing Subsidiaries, (ii) to make Tranche B Revolving Loans
denominated in US Dollars and Canadian Dollars to the Canadian Borrowing
Subsidiaries and (iii) to accept and purchase drafts drawn by Canadian Borrowing
Subsidiaries in Canadian Dollars as BAs, in each case from time to time during
the Availability Period in an aggregate principal or face amount at any time
outstanding that will not result in (A) the aggregate Tranche B Revolving Credit
Exposures exceeding the aggregate Tranche B Commitments or (B) the Tranche B
Revolving Credit Exposure of any Lender exceeding its Tranche B Commitment.
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Tranche B Borrowers may borrow, prepay and reborrow Tranche B
Revolving Loans and issue and sell drafts drawn as BAs.

          (c) Tranche C Commitments. Subject to the terms and conditions set
forth herein, each Tranche C Lender agrees to make Tranche C Revolving Loans
denominated in US Dollars to the Tranche C Borrowers from time to time during
the Availability Period in an aggregate principal or face amount at any time
outstanding that will not result in (i) the aggregate

<PAGE>

                                                                              27


Tranche C Revolving Credit Exposures exceeding the aggregate Tranche C
Commitments or (ii) the Tranche C Revolving Credit Exposure of any Lender
exceeding its Tranche C Commitment. Within the foregoing limits and subject to
the terms and conditions set forth herein, the Tranche C Borrowers may borrow,
prepay and reborrow Tranche B Revolving Loans.

          SECTION 2.02. Loans and Borrowings. (a) Each Tranche A Revolving Loan
shall be made as part of a Tranche A Revolving Borrowing consisting of Tranche A
Revolving Loans of the same Type and currency made by the Tranche A Lenders
ratably in accordance with their respective Tranche A Commitments. Each Tranche
B Revolving Loan shall be made as part of a Tranche B Revolving Borrowing
consisting of Tranche B Revolving Loans of the same Type and currency made by
the Tranche B Lenders ratably in accordance with their respective Tranche B
Commitments. Each Tranche C Revolving Loan shall be made as part of a Tranche C
Revolving Borrowing consisting of Tranche C Revolving Loans of the same Type
made by the Tranche C Lenders ratably in accordance with their respective
Tranche C Commitments. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender's failure to make Loans as required.

          (b) Subject to Section 2.14, (i) each Revolving Borrowing denominated
in US Dollars shall be comprised entirely of (A) LIBOR Loans or (B) solely in
the case of any such Borrowing by a US Borrowing Subsidiary or a Canadian
Borrowing Subsidiary, ABR Loans, (ii) each Revolving Borrowing denominated in
Sterling shall be comprised entirely of LIBOR Loans, (iii) each Revolving
Borrowing denominated in Euros shall be comprised entirely of EURIBOR Loans and
(iv) each Revolving Borrowing denominated in Canadian Dollars shall be comprised
entirely of Canadian Prime Rate Loans. Each Swingline Loan denominated in US
Dollars shall be an ABR Loan and each Swingline Loan denominated in Canadian
Dollars shall be a Canadian Prime Rate Loan. Each Lender at its option may make
any Loan or accept and purchase any BA by causing any domestic or foreign branch
or Affiliate of such Lender to make such Loan or accept and purchase such BA;
provided that any exercise of such option shall not affect the obligation of the
applicable Borrower to repay such Loan in accordance with the terms of this
Agreement or the obligations of any Lender under Section 2.19.

          (c) At the commencement of each Interest Period for any LIBOR
Revolving Borrowing or EURIBOR Revolving Borrowing, such Borrowing shall be in
an aggregate amount that is an integral multiple of the Borrowing Multiple and
not less than the Borrowing Minimum. At the time that each ABR Revolving
Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of US$1,000,000 and not less than US$3,000,000; provided that
(i) an ABR Revolving Borrowing under any Tranche may be in an aggregate amount
that is equal to the entire unused balance of the Commitments under such Tranche
and (ii) a Tranche A Borrowing that is required to finance the reimbursement of
an LC Disbursement as contemplated by Section 2.05(e) may be in an aggregate
amount equal to the amount of such LC Disbursement. At the time that each
Canadian Prime Rate Revolving Borrowing is made, such Borrowing shall be in an
aggregate amount that is an integral multiple of Cdn.$1,000,000 and not less
than Cdn.$3,000,000. Each Swingline Loan denominated in US Dollars shall be in
an amount that is an integral multiple of US$100,000 and not less than
US$1,000,000. Each Swingline Loan denominated in Canadian Dollars shall be in an
amount that is an integral multiple of Cdn.$100,000 and not less than
Cdn.$1,000,000. Borrowings of more than one Type may be outstanding at the same
time; provided that there shall not at any time be more than a total of 10 LIBOR
Revolving Borrowings and EURIBOR Revolving Borrowings outstanding.

<PAGE>

                                                                              28


          (d) Notwithstanding any other provision of this Agreement, no Borrower
shall be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the
Maturity Date.

          SECTION 2.03. Requests for Borrowings. To request a Borrowing, the
applicable Borrower shall notify the Applicable Agent by telephone confirmed
promptly by hand delivery or telecopy to such Applicable Agent of a written
Borrowing Request in the form of Exhibit C or any other form approved by the
Administrative Agent and signed by a Financial Officer of the Company (a) in the
case of a LIBOR Borrowing denominated in US Dollars, not later than 11:00 a.m.,
Local Time, three Business Days before the date of the proposed Borrowing, (b)
in the case of a LIBOR Borrowing denominated in Sterling or a EURIBOR Borrowing,
not later than 11:00 a.m., Local Time, three Business Days before the date of
the proposed Borrowing, (c) in the case of an ABR Borrowing, not later than 2:00
p.m., Local Time, one Business Day before the date of the proposed Borrowing and
(d) in the case of a Canadian Prime Rate Borrowing, not later than 2:00 p.m.,
Local Time, one Business Day before the date of the proposed Borrowing. Each
such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:

          (i) the Borrower requesting such Borrowing;

          (ii) the Tranche under which such Borrowing is to be made;

          (iii) the currency and the principal amount of such Borrowing;

          (iv) the date of such Borrowing, which shall be a Business Day;

          (v) the Type of such Borrowing;

          (vi) in the case of a LIBOR Borrowing or a EURIBOR Borrowing, the
     initial Interest Period to be applicable thereto, which shall be a period
     contemplated by the definition of the term "Interest Period"; and

          (vii) the Applicable Funding Account.

Any Borrowing Request that shall fail to specify any of the information required
by the preceding provisions of this paragraph may be rejected by the Applicable
Agent if such failure is not corrected promptly after the Applicable Agent shall
give written or telephonic notice thereof to the applicable Borrower and, if so
rejected, will be of no force or effect. Promptly following receipt of a
Borrowing Request in accordance with this Section, the Applicable Agent shall
advise each Lender that will make a Loan as part of the requested Borrowing of
the details thereof and of the amount of such Lender's Loan to be made as part
of the requested Borrowing.

          SECTION 2.04. Swingline Loans. (a) Subject to the terms and conditions
set forth herein, the Swingline Lender agrees to make Tranche A Swingline Loans
to any US Borrowing Subsidiary denominated in US Dollars and Tranche B Swingline
Loans to any US Borrowing Subsidiary or any Canadian Borrowing Subsidiary
denominated in US Dollars or, in the case of Swingline Loans to Canadian
Borrowing Subsidiaries, Canadian Dollars from time to time during the
Availability Period, in an aggregate principal amount at any time outstanding
that will not result in (i) the sum of the US Dollar Equivalents of the
principal amounts of the outstanding Swingline Loans exceeding US$50,000,000,
(ii) the aggregate Tranche A Revolving Credit Exposures exceeding the aggregate
Tranche A Commitments or (iii) the aggregate Tranche B Revolving Credit
Exposures exceeding the aggregate Tranche B Commitments; provided that

<PAGE>

                                                                              29


the Swingline Lender shall not be required to make a Swingline Loan to refinance
an outstanding Swingline Loan. Within the foregoing limits and subject to the
terms and conditions set forth herein, the US Borrowing Subsidiaries and the
Canadian Borrowing Subsidiaries may borrow, prepay and reborrow Swingline Loans.

          (b) To request a Swingline Loan, a Borrower shall notify the
Applicable Agent and the Swingline Lender of such request by telephone
(confirmed by facsimile signed by a Financial Officer on behalf of the
applicable Borrower), not later than 12:00 noon, Local Time, on the day of such
proposed Swingline Loan. Each such notice shall be irrevocable and shall specify
the requested date (which shall be a Business Day) and amount of the requested
Swingline Loan and whether such Swingline Loan is to be a Tranche A Swingline
Loan or a Tranche B Swingline Loan. The Swingline Lender shall make each
Swingline Loan available to the applicable Borrower by means of a credit to the
Applicable Funding Account (or, in the case of a Swingline Loan made to finance
the reimbursement of an LC Disbursement as provided in Section 2.05(e), by
remittance to the Issuing Bank) by 3:00 p.m., Local Time, on the requested date
of such Swingline Loan.

          (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 11:00 a.m., Local Time, on any Business Day
(i) require the Tranche A Lenders to acquire participations on such Business Day
in all or a portion of the Tranche A Swingline Loans outstanding or (ii) require
the Tranche B Lenders to acquire participations on such Business Day in all or a
portion of the Tranche B Swingline Loans outstanding. Such notice shall specify
the aggregate amount of Swingline Loans in which the Tranche A Lenders or
Tranche B Lenders will participate. Promptly upon receipt of such notice, the
Administrative Agent will give notice thereof to each Tranche A Lender or
Tranche B Lender, as the case may be, specifying in such notice such Lender's
Tranche A Percentage or Tranche B Percentage, as applicable, of such Swingline
Loan or Loans. Each Tranche A Lender and Tranche B Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the
Administrative Agent, for the account of such Applicable Swingline Lender, such
Lender's Tranche A Percentage or Tranche B Percentage, as applicable, of such
Swingline Loan or Loans. Each Tranche A Lender and Tranche B Lender acknowledges
and agrees that its obligation to acquire participations in Swingline Loans
pursuant to this paragraph is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or reduction or termination of the Tranche A
Commitments or Tranche B Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever. Each Tranche
A Lender and Tranche B Lender shall comply with its obligations under this
paragraph by wire transfer of immediately available funds, in the same manner as
provided in Section 2.07 with respect to Loans made by such Lender (and Section
2.07 shall apply, mutatis mutandis, to the payment obligations of the Tranche A
Lenders and Tranche B Lenders), and the Administrative Agent shall promptly pay
to the Swingline Lender the amounts so received by it from the Tranche A Lenders
or Tranche B Lenders, as the case may be. The Administrative Agent shall notify
the Company of any participations in any Swingline Loan acquired pursuant to
this paragraph, and thereafter payments in respect of such Swingline Loan shall
be made to the Applicable Agent and not to the Swingline Lender. Any amounts
received by the Swingline Lender from or on behalf of a Borrower in respect of a
Swingline Loan after receipt by the such Swingline Lender of the proceeds of a
sale of participations therein shall be promptly remitted to the Applicable
Agent; any such amounts received by the Applicable Agent shall be promptly
remitted by the Applicable Agent to the Tranche A Lenders or Tranche B Lenders
that shall have made their payments pursuant to this paragraph and to the
Swingline Lender, as their interests may appear; provided that any such payment
so remitted shall be repaid to the Swingline Lender or to the Applicable Agent,
as the case may be, if and to the extent such payment is required to be refunded
to a Credit Party for any

<PAGE>

                                                                              30


reason. The purchase of participations in a Swingline Loan pursuant to this
paragraph shall not relieve any Borrower of any default in the payment thereof.

          SECTION 2.05. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, any Borrower may request any Issuing Bank to issue
Letters of Credit (or to amend, renew or extend outstanding Letters of Credit)
denominated in US Dollars, Sterling or Euro for its own account in a form
reasonably acceptable to the Administrative Agent and the applicable Issuing
Bank, at any time and from time to time during the Availability Period. In the
event of any inconsistency between the terms and conditions of this Agreement
and the terms and conditions of any form of letter of credit application or
other agreement submitted by a Borrower to, or entered into by a Borrower with,
an Issuing Bank relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), a Borrower shall
deliver (or transmit by electronic communication, if arrangements for doing so
have been approved by the applicable Issuing Bank) to an Issuing Bank and the
Administrative Agent, reasonably in advance of the requested date of issuance
(which shall be a day at least three Business Days in advance of the requested
date of issuance), amendment, renewal or extension, a notice requesting the
issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, and specifying the date of issuance, amendment,
renewal or extension (which shall be a Business Day), the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section), the amount and currency of such Letter of Credit, the name and address
of the beneficiary thereof and such other information as shall be necessary to
enable the applicable Issuing Bank to prepare, amend, renew or extend such
Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also
shall submit a letter of credit application on such Issuing Bank's standard form
in connection with any request for a Letter of Credit. A Letter of Credit shall
be issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Company shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the LC Exposure shall not exceed US$50,000,000, (ii)
the amount of the LC Exposure attributable to Letters of Credit issued by the
applicable Issuing Bank will not exceed the LC Commitment of such Issuing Bank,
(iii) the aggregate Tranche A Revolving Credit Exposures will not exceed the
aggregate Tranche A Commitments and (iv) the Tranche A Revolving Credit Exposure
of each Lender will not exceed the Tranche A Commitment of such Lender and (v)
in the event the Maturity Date shall have been extended as provided in Section
2.09(e), the LC Exposures attributable to Letters of Credit expiring after any
Existing Maturity Date shall not exceed the total Tranche A Commitments that
have been extended to a date after the expiration date of the last of such
Letters of Credit. If the Required Lenders notify the Issuing Banks that a
Default exists and instruct the Issuing Banks to suspend the issuance,
amendment, renewal or extension of Letters of Credit, no Issuing Bank shall
issue, amend, renew or extend any Letter of Credit without the consent of the
Required Lenders until such notice is withdrawn by the Required Lenders (each
Lender that shall have delivered such a notice hereby agreeing promptly to
withdraw it at such time as it determines that no Default exists).

          (c) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) the date one year after the date of
the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Maturity Date. A Letter of Credit may
provide for automatic renewals for additional periods of up to one year subject
to a right on the part of the applicable Issuing Bank to prevent any such
renewal from occurring by

<PAGE>

                                                                              31


giving notice to the beneficiary during a specified period in advance of any
such renewal, and the failure of such Issuing Bank to give such notice by the
end of such period shall for all purposes hereof be deemed an extension of such
Letter of Credit; provided that in no event shall any Letter of Credit, as
extended from time to time, expire after the date that is five Business Days
prior to the Maturity Date.

          (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Lenders, the
applicable Issuing Bank hereby grants to each Tranche A Lender, and each Tranche
A Lender hereby acquires from such Issuing Bank, a participation in such Letter
of Credit equal to such Lender's Tranche A Percentage from time to time of the
aggregate amount available to be drawn under such Letter of Credit. In
consideration and in furtherance of the foregoing, each Tranche A Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of such Issuing Bank, such Lender's Tranche A Percentage of each LC
Disbursement made by such Issuing Bank and not reimbursed by the applicable
Borrower on the date due as provided in paragraph (e) of this Section, or of any
reimbursement payment required to be refunded to the applicable Borrower for any
reason. Each Tranche A Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Tranche A Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever.

          (e) Reimbursement. If an Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, the applicable Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement, in the currency of such LC Disbursement, not later than 2:00 p.m.,
New York City time, on the Business Day immediately following the day that the
Borrower receives notice of such LC Disbursement; provided that, in the case of
an LC Disbursement in US Dollars the Borrower may, subject to the conditions to
borrowing set forth herein, request in accordance with Section 2.03 that such
payment be financed with an ABR Borrowing in an equivalent amount and, to the
extent so financed, the Borrower's obligation to make such payment shall be
discharged and replaced by the resulting ABR Borrowing. If such Borrower fails
to make such payment when due, the Administrative Agent shall notify each
Tranche A Lender of the applicable LC Disbursement, the amount and currency of
the payment then due from such Borrower in respect thereof and such Lender's
Tranche A Percentage thereof. Promptly following receipt of such notice, each
Tranche A Lender shall pay to the Administrative Agent its Tranche A Percentage
of the payment then due from the Borrower, in the same manner as provided in
Section 2.07 with respect to Loans made by such Tranche A Lender (and Section
2.07 shall apply, mutatis mutandis, to the payment obligations of the Tranche A
Lenders), and the Administrative Agent shall promptly pay to such Issuing Bank
the amounts so received by it from the Tranche A Lenders. Promptly following
receipt by the Administrative Agent of any payment from the Borrower pursuant to
this paragraph, the Administrative Agent shall distribute such payment to such
Issuing Bank or, to the extent that Tranche A Lenders have made payments
pursuant to this paragraph to reimburse such Issuing Bank, then to such Tranche
A Lenders and such Issuing Bank, as their interests may appear. Any payment made
by a Tranche A Lender pursuant to this paragraph to reimburse such Issuing Bank
for any LC Disbursement (other than the funding of ABR Loans as contemplated
above) shall not constitute a Loan and shall not relieve the applicable Borrower
of its obligation to reimburse such LC Disbursement; provided, that no Borrower
shall be required to make duplicate payments with respect to any LC
Disbursement.

<PAGE>

                                                                              32


          (f) Obligations Absolute. Each Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a
Letter of Credit against presentation of a draft or other document that does not
strictly comply with the terms of such Letter of Credit or (iv) any other event
or circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the applicable Borrower's
obligations hereunder. None of the Administrative Agent, the Lenders, any
Issuing Bank or any of their Related Parties shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of such Issuing Bank; provided that nothing in this
Section shall be construed to excuse an Issuing Bank from liability to the
applicable Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by each
Borrower to the extent permitted by applicable law) suffered by such Borrower
that are caused by such Issuing Bank's failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the absence
of gross negligence or wilful misconduct on the part of an Issuing Bank (as
finally determined by a non-appealable judgment of a court of competent
jurisdiction), such Issuing Bank shall be deemed to have exercised care in each
such determination. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a
Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and
make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or
refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit.

          (g) Disbursement Procedures. The applicable Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. Such Issuing Bank shall
promptly notify the Administrative Agent and the applicable Borrower by
telephone (confirmed by telecopy) of such demand for payment and whether such
Issuing Bank has made or will make an LC Disbursement thereunder; provided that
any failure to give or delay in giving such notice shall not relieve the
applicable Borrower of its obligation to reimburse such Issuing Bank and the
Lenders with respect to any such LC Disbursement.

          (h) Interim Interest. If an Issuing Bank shall make any LC
Disbursement, then, unless the applicable Borrower shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made, the unpaid amount
thereof shall bear interest, for each day from and including the date such LC
Disbursement is made to but excluding the date that such Borrower reimburses
such LC Disbursement, at (i) in the case of any LC Disbursement denominated in
US Dollars, the rate per annum then applicable to ABR Revolving Loans
denominated in US Dollars and made to the Company and (ii) in the case of an LC
Disbursement denominated in any other currency, a rate per annum determined by
the applicable Issuing Bank (which determination will

<PAGE>

                                                                              33


be conclusive absent manifest error) to represent its cost of funds plus the
Applicable Rate (as set forth under the caption "LIBOR/EURIBOR Spread and BA
Stamping Fee" in the definition of such term); provided that if such Borrower
fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.13(e) shall apply. Interest accrued pursuant to
this paragraph shall be for the account of the applicable Issuing Bank, except
that interest accrued on and after the date of payment by any Tranche A Lender
pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall
be for the account of such Tranche A Lender to the extent of such payment.

          (i) Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that the Company receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Tranche A Lenders with LC Exposures representing more than
50% of the aggregate amount of LC Exposure) demanding the deposit of cash
collateral pursuant to this paragraph, each applicable Borrower shall deposit
("Cash Collateralize") in respect of each outstanding Letter of Credit issued
for such Borrower's account, in an account with the Applicable Agent, in the
name of the Applicable Agent and for the benefit of the Tranche A Lenders and
the applicable Issuing Bank, an amount in cash and in the currency of such
Letter of Credit equal to the portion of the LC Exposure attributable to such
Letter of Credit as of such date plus any accrued and unpaid interest thereon;
provided that the obligation to Cash Collateralize shall become effective
immediately, and such deposit shall become immediately due and payable, without
demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to the Company or any Borrower described in clause (h) or (i) of
Article VII. Each such deposit shall be held by the Applicable Agent as
collateral for the payment and performance of the obligations of the Borrowers
under this Agreement. The Applicable Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account. Other
than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the Applicable Agent (which
will use commercially reasonable efforts to obtain a return at market rates on
any such investments) and at the Borrowers' risk and expense, such deposits
shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Monies in such account shall be applied by the
Applicable Agent to reimburse the applicable Issuing Banks for LC Disbursements
for which they have not been reimbursed and, to the extent not so applied, shall
be held for the satisfaction of the reimbursement obligations of the Borrowers
for the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Tranche A Lenders with LC Exposures
representing more than 50% of the aggregate amount of LC Exposure), be applied
to satisfy other Obligations of the Borrowers. If the Borrowers are required to
provide cash collateral hereunder as a result of the occurrence of an Event of
Default, such cash collateral (to the extent not applied as aforesaid) shall be
returned to the Borrowers within three Business Days after all Events of Default
have been cured or waived.

          (j) Designation of Additional Issuing Banks. From time to time, the
Company may by notice to the Administrative Agent and the Tranche A Lenders
designate as additional Issuing Banks one or more Lenders that agree to serve in
such capacity as provided below. The acceptance by a Lender of any appointment
as an Issuing Bank hereunder shall be evidenced by an agreement (an "Issuing
Bank Agreement"), which shall be in a form satisfactory to the Company and the
Administrative Agent, shall set forth the LC Commitment of such Lender and shall
be executed by such Lender, the Company and the Administrative Agent and, from
and after the effective date of such agreement, (i) such Lender shall have all
the rights and obligations of an Issuing Bank under this Agreement and the other
Credit Documents and (ii) references herein and in the other Credit Documents to
the term "Issuing Bank" shall be deemed to include such Lender in its capacity
as an Issuing Bank. The Issuing Bank Agreement of any Issuing Bank may limit

<PAGE>

                                                                              34


the currencies in which and the Borrowers for the accounts of which such Issuing
Bank will issue Letters of Credit, and any such limitations will, as to such
Issuing Bank, be deemed to be incorporated in this Agreement.

          (k) Replacement of an Issuing Bank. An Issuing Bank may be replaced at
any time by written agreement among the Company, the Administrative Agent, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent
shall notify the Lenders of any such replacement of an Issuing Bank. At the time
any such replacement shall become effective, the Company shall pay all unpaid
fees accrued for the account of the replaced Issuing Bank and required to be
paid under Section 2.12(b). From and after the effective date of any such
replacement, the successor Issuing Bank shall have all the rights and
obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit to be issued thereafter and references herein to the term "Issuing Bank"
shall be deemed to refer to such successor or to any previous Issuing Bank, as
the context shall require. After the replacement of an Issuing Bank hereunder,
the replaced Issuing Bank shall remain a party hereto and shall continue to have
all the rights and obligations of an Issuing Bank under this Agreement with
respect to Letters of Credit issued by it prior to such replacement, but shall
not be required to issue additional Letters of Credit.

          (l) Issuing Bank Reports. Unless otherwise agreed by the
Administrative Agent, each Issuing Bank shall report in writing to the
Administrative Agent (which shall promptly provide notice to the Tranche A
Lenders of the contents thereof) (i) on or prior to each Business Day on which
such Issuing Bank issues, amends, renews or extends any Letter of Credit, the
date of such issuance, amendment, renewal or extension, and the currencies and
face amounts of the Letters of Credit issued, amended, renewed or extended by it
and the currencies and face amounts of the Letters of Credit outstanding after
giving effect to such issuance, amendment, renewal or extension (and whether the
amounts thereof shall have changed), it being understood that such Issuing Bank
shall not effect any issuance, renewal, extension or amendment resulting in an
increase in the aggregate amount of the Letters of Credit issued by it without
first obtaining written confirmation from the Administrative Agent that such
increase is then permitted under this Agreement, (ii) on each Business Day on
which such Issuing Bank makes any LC Disbursement, the date, currency and amount
of such LC Disbursement, (iii) on any Business Day on which the applicable
Borrower fails to reimburse an LC Disbursement required to be reimbursed to such
Issuing Bank on such day, the date of such failure and the currency and amount
of such LC Disbursement and (iv) on any other Business Day, such other
information as the Administrative Agent shall reasonably request as to the
Letters of Credit issued by such Issuing Bank.

          SECTION 2.06. Canadian Bankers' Acceptances. (a) Each acceptance and
purchase of BAs of a single Contract Period pursuant to Section 2.01(b) and this
Section shall be made ratably by the Tranche B Lenders in accordance with the
amounts of their Tranche B Commitments. The failure of any Lender to accept any
BA required to be accepted by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments are several and no Lender
shall be responsible for any other Lender's failure to accept BAs as required.
Each Lender at its option may accept and purchase any BA by causing any Canadian
lending office or Affiliate of such Lender to accept and purchase such BA.

          (b) BAs of a single Contract Period accepted and purchased on any date
shall be in an aggregate amount that is an integral multiple of Cdn.$1,000,000
and not less than Cdn.$3,000,000. If any Lender's ratable share of the BAs of
any Contract Period to be accepted on any date would not be an integral multiple
of Cdn.$100,000, the face amount of the BAs accepted by such Lender may be
increased or reduced to the nearest integral multiple of Cdn.$100,000 by the
Canadian Agent in its sole discretion. BAs of more than one Contract

<PAGE>

                                                                              35


Period may be outstanding at the same time; provided that there shall not at any
time be more than a total of ten BA Drawings outstanding at any time.

          (c) To request an acceptance and purchase of BAs, a Canadian Borrowing
Subsidiary shall notify the Canadian Agent of such request by telephone or by
telecopy not later than 11:00 a.m., Local Time, two Business Days before the
date of such acceptance and purchase. Each such request shall be irrevocable
and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to
the Canadian Agent of a written request in a form approved by the Canadian Agent
and signed by such Canadian Borrowing Subsidiary. Each such telephonic and
written request shall specify the following information:

          (i) the aggregate face amount of the BAs to be accepted and purchased;

          (ii) the date of such acceptance and purchase, which shall be a
     Business Day;

          (iii) the Contract Period to be applicable thereto, which shall be a
     period contemplated by the definition of the term "Contract Period" (and
     which shall in no event end after the Maturity Date); and

          (iv) the location and number of the Canadian Borrowing Subsidiary's
     account to which the proceeds of such BAs are to be disbursed.

Any request for an acceptance and purchase of BAs that shall fail to specify any
of the information required by the preceding provisions of this paragraph may be
rejected by the Canadian Agent if such failure is not corrected promptly after
the Canadian Agent shall give written or telephonic notice thereof to the
applicable Borrower and, if so rejected, will be of no force or effect. Promptly
following receipt of a request in accordance with this paragraph, the Canadian
Agent shall advise each Tranche B Lender of the details thereof and of the
amount of BAs to be accepted and purchased by such Lender.

          (d) Each Canadian Borrowing Subsidiary hereby appoints each Tranche B
Lender as its attorney to sign and endorse on its behalf, manually or by
facsimile or mechanical signature, as and when deemed necessary by such Lender,
blank forms of BAs, each Tranche B Lender hereby agreeing that it will not sign
or endorse BAs in excess of those required in connection with BA Drawings that
have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall
be the responsibility of each Tranche B Lender to maintain an adequate supply of
blank forms of BAs for acceptance under this Agreement. Each Canadian Borrowing
Subsidiary recognizes and agrees that all BAs signed and/or endorsed on its
behalf by any Tranche B Lender in accordance with such Canadian Borrowing
Subsidiary's written request shall bind such Canadian Borrowing Subsidiary as
fully and effectually as if manually signed and duly issued by authorized
officers of such Canadian Borrowing Subsidiary. Each Tranche B Lender is hereby
authorized to issue such BAs endorsed in blank in such face amounts as may be
determined by such Lender; provided that the aggregate face amount thereof is
equal to the aggregate face amount of BAs required to be accepted by such Lender
in accordance with such Canadian Borrowing Subsidiary's written request. No
Tranche B Lender shall be liable for any damage, loss or claim arising by reason
of any loss or improper use of any such instrument unless such loss or improper
use results from the gross negligence or willful misconduct of such Lender. Each
Tranche B Lender shall maintain a record with respect to BAs (i) received by it
from the Canadian Agent in blank hereunder, (ii) voided by it for any reason,
(iii) accepted and purchased by it hereunder and (iv) canceled at their
respective maturities. Each Tranche B Lender further agrees to retain such
records in the manner and for the periods provided in applicable provincial

<PAGE>

                                                                              36


or federal statutes and regulations of Canada and to provide such records to
each Canadian Borrowing Subsidiary upon its request and at its expense. Upon
request by any Canadian Borrowing Subsidiary, a Lender shall cancel all forms of
BA that have been pre-signed or pre-endorsed on behalf of such Canadian
Borrowing Subsidiary and that are held by such Lender and are not required to be
issued pursuant to this Agreement.

          (e) Drafts of each Canadian Borrowing Subsidiary to be accepted as BAs
hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding
that any Person whose signature appears on any BA may no longer be an authorized
signatory for any of the Lenders or such Canadian Borrowing Subsidiary at the
date of issuance of such BA, such signature shall nevertheless be valid and
sufficient for all purposes as if such authority had remained in force at the
time of such issuance and any such BA so signed and properly completed shall be
binding on such Canadian Borrowing Subsidiary.

          (f) Upon acceptance of a BA by a Lender, such Lender shall purchase
such BA from the applicable Canadian Borrowing Subsidiary at the Discount Rate
for such Lender applicable to such BA accepted by it and provide to the Canadian
Agent the Discount Proceeds for the account of such Canadian Borrowing
Subsidiary as provided in Section 2.07. The acceptance fee payable by the
applicable Canadian Borrowing Subsidiary to a Lender under Section 2.12 in
respect of each BA accepted by such Lender shall be set off against the Discount
Proceeds payable by such Lender under this paragraph. Notwithstanding the
foregoing, in the case of any BA Drawing resulting from the conversion or
continuation of a BA Drawing or Revolving Borrowing pursuant to Section 2.08,
the net amount that would otherwise be payable to such Borrower by each Lender
pursuant to this paragraph will be applied as provided in Section 2.08(f).

          (g) Each Tranche B Lender may at any time and from time to time hold,
sell, rediscount or otherwise dispose of any or all BA's accepted and purchased
by it (it being understood that no such sale, rediscount or disposition shall
constitute an assignment or participation of any Commitment hereunder).

          (h) Each BA accepted and purchased hereunder shall mature at the end
of the Contract Period applicable thereto.

          (i) Subject to applicable law, each Canadian Borrowing Subsidiary
waives presentment for payment and any other defense to payment of any amounts
due to a Tranche B Lender in respect of a BA accepted and purchased by it
pursuant to this Agreement that might exist solely by reason of such BA being
held, at the maturity thereof, by such Lender in its own right, and each
Canadian Borrowing Subsidiary agrees not to claim any days of grace if such
Lender as holder sues such Canadian Borrowing Subsidiary on the BA for payment
of the amounts payable by such Canadian Borrowing Subsidiary thereunder. On the
last day of the Contract Period of a BA, or such earlier date as may be required
pursuant to the provisions of this Agreement, the applicable Canadian Borrowing
Subsidiary shall pay the Lender that has accepted and purchased such BA the full
face amount of such BA, and after such payment such Canadian Borrowing
Subsidiary shall have no further liability in respect of such BA and such Lender
shall be entitled to all benefits of, and be responsible for all payments due to
third parties under, such BA.

          (j) At the option of each Canadian Borrowing Subsidiary and any
Lender, BAs under this Agreement to be accepted by that Lender may be issued in
the form of depository bills for deposit with The Canadian Depository for
Securities Limited pursuant to the Depository Bills

<PAGE>

                                                                              37


and Notes Act (Canada). All depository bills so issued shall be governed by the
provisions of this Section.

          (k) If a Tranche B Lender is not a chartered bank under the Bank Act
(Canada) or if a Tranche B Lender notifies the Canadian Agent in writing that it
is otherwise unable to accept BAs, such Lender will, instead of accepting and
purchasing any BAs, make a Loan (a "BA Equivalent Loan") to the applicable
Canadian Borrowing Subsidiary in the amount and for the same term as each draft
which such Lender would otherwise have been required to accept and purchase
hereunder. Each such Lender will provide to the Canadian Agent the Discount
Proceeds of such BA Equivalent Loan for the account of the applicable Canadian
Borrowing Subsidiary in the same manner as such Lender would have provided the
Discount Proceeds in respect of the draft which such Lender would otherwise have
been required to accept and purchase hereunder. Each such BA Equivalent Loan
will bear interest at the same rate that would result if such Lender had
accepted (and been paid an acceptance fee) and purchased (on a discounted basis)
a BA for the relevant Contract Period (it being the intention of the parties
that each such BA Equivalent Loan shall have the same economic consequences for
the Lenders and the applicable Canadian Borrowing Subsidiary as the BA that such
BA Equivalent Loan replaces). All such interest shall be paid in advance on the
date such BA Equivalent Loan is made, and will be deducted from the principal
amount of such BA Equivalent Loan in the same manner in which the Discount
Proceeds of a BA would be deducted from the face amount of the BA. Subject to
the repayment requirements of this Agreement, on the last day of the relevant
Contract Period for such BA Equivalent Loan, the applicable Canadian Borrowing
Subsidiary shall be entitled to convert each such BA Equivalent Loan into
another type of Loan, or to roll over each such BA Equivalent Loan into another
BA Equivalent Loan, all in accordance with the applicable provisions of this
Agreement.

          (l) Notwithstanding any provision hereof, the Borrowers may not prepay
any BA Drawing other than on the last day of its Contract Period. (m) For
greater certainty, all provisions of this Agreement that are applicable to BAs
shall also be applicable, mutatis mutandis, to BA Equivalent Loans.

          SECTION 2.07. Funding of Borrowings and BA Drawings. (a) Each Lender
shall make each Loan to be made by it hereunder and disburse the Discount
Proceeds (net of applicable acceptance fees) of each BA to be accepted and
purchased by it hereunder on the proposed date thereof by wire transfer of
immediately available funds in the applicable currency by 2:00 p.m., Local Time,
to the account of the Applicable Agent most recently designated by such
Applicable Agent for such purpose by notice to the Lenders; provided that
Swingline Loans shall be made as provided in Section 2.04. The Applicable Agent
will make such Loan proceeds or Discount Proceeds available to the applicable
Borrower by promptly crediting the amounts so received, in like funds, to the
Applicable Funding Account of such Borrower; provided that ABR Revolving Loans
or Swingline Loans made to finance the reimbursement of an LC Disbursement as
provided in Section 2.05(e) shall be remitted by the Administrative Agent to the
applicable Issuing Bank.

          (b) Unless the Applicable Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing or acceptance and purchase of
BAs that such Lender will not make available to the Applicable Agent such
Lender's share of such Borrowing or the applicable Discount Proceeds (net of
applicable acceptance fees), the Applicable Agent may assume that such Lender
has made such share available on such date in accordance with paragraph (a) of
this Section and may, in reliance upon such assumption, make available to the
applicable Borrower a corresponding amount. In such event, if a Lender has not
in fact made its

<PAGE>

                                                                              38


share of the applicable Borrowing or the applicable Discount Proceeds (net of
applicable acceptance fees) available to the Applicable Agent, then the
applicable Lender and such Borrower severally agree to pay to the Applicable
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to such
Borrower to but excluding the date of payment to the Applicable Agent, at (i) in
the case of such Lender, the rate reasonably determined by the Applicable Agent
to be the cost to it of funding such amount or (ii) in the case of such
Borrower, the interest rate applicable to the subject Loan or the applicable
Discount Rate and pro-rated acceptance fee, as the case may be.

          SECTION 2.08. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a LIBOR Borrowing or a EURIBOR Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Each BA Drawing
shall have a Contract Period as specified in the applicable request therefor.
Thereafter, the applicable Borrower may elect to convert such Borrowing or BA
Drawing to a Borrowing of a different Type or, in the case of a Borrowing in
Canadian Dollars, a BA Drawing, or to continue such Borrowing or BA Drawing and,
in the case of a LIBOR Borrowing or a EURIBOR Borrowing, may elect Interest
Periods therefor, all as provided in this Section and on terms consistent with
the other provisions of this Agreement, it being understood that no BA Drawing
may be converted or continued other than at the end of the Contract Period
applicable thereto. A Borrower may elect different options with respect to
different portions of an affected Borrowing or BA Drawing, in which case each
such portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing or accepting the BAs comprising such BA Drawing, as
the case may be, and the Loans or BAs resulting from an election made with
respect to any such portion shall be considered a separate Borrowing or BA
Drawing. This Section shall not apply to Swingline Borrowings, which may not be
converted or continued.

          (b) To make an election pursuant to this Section, a Borrower shall
notify the Applicable Agent of such election by telephone (i) in the case of an
election that would result in a Borrowing, by the time and date that a Borrowing
Request would be required under Section 2.03 if such Borrower were requesting a
Revolving Borrowing of the Type resulting from such election to be made on the
effective date of such election, and (ii) in the case of an election that would
result in a BA Drawing or the continuation of a BA Drawing, by the time and date
that a request would be required under Section 2.06 if such Borrower were
requesting an acceptance and purchase of BAs to be made on the effective date of
such election. Each such Interest Election Request shall be irrevocable and
shall be confirmed promptly by delivery to the Applicable Agent (with a copy to
the Administrative Agent if such Applicable Agent shall be the Canadian Agent)
of a written Interest Election Request in a form approved by the Administrative
Agent and signed by a Financial Officer on behalf of the applicable Borrower.
Notwithstanding any other provision of this Section, a Borrower shall not be
permitted to (i) change the currency of any Borrowing or BA Drawing, (ii) elect
an Interest Period for LIBOR Loans or EURIBOR Loans that does not comply with
Section 2.02(d) or any Contract Period for a BA Drawing that does not comply
with Section 2.06 or (iii) convert any Borrowing or BA Drawing to a Borrowing or
BA Drawing not available to such Borrower under the Class of Commitments
pursuant to which such Borrowing or BA Drawing was made.

          (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

          (i) the Borrowing or BA Drawing to which such Interest Election
     Request applies and, if different options are being elected with respect to
     different portions thereof, the portions thereof to be allocated to each
     resulting Borrowing or BA Drawing

<PAGE>

                                                                              39


     (in which case the information to be specified pursuant to clauses (iii)
     and (iv) below shall be specified for each resulting Borrowing or BA
     Drawing);

          (ii) the effective date of the election made pursuant to such Interest
     Election Request, which shall be a Business Day;

          (iii) in the case of an election resulting in a Borrowing, the Type of
     the resulting Borrowing; and

          (iv) in the case of an election resulting in a Borrowing, if the
     resulting Borrowing is to be a LIBOR Borrowing or a EURIBOR Borrowing, the
     Interest Period to be applicable thereto after giving effect to such
     election, which shall be a period contemplated by the definition of the
     term "Interest Period", and in the case of an election resulting in a BA
     Drawing, the Contract Period to be applicable thereto, which shall be a
     period contemplated by the definition of the term "Contract Period".

If any such Interest Election Request requests a LIBOR or EURIBOR Borrowing or a
BA Drawing but does not specify an Interest Period or Contract Period, then the
Borrower shall be deemed to have selected, as applicable, an Interest Period of
one month's duration or a Contract Period of 30 days' duration.

          (d) Promptly following receipt of an Interest Election Request, the
Applicable Agent shall advise each affected Lender of the details thereof and of
such Lender's portion of each resulting Borrowing or BA Drawing.

          (e) If the applicable Borrower fails to deliver a timely Interest
Election Request with respect to an ABR Borrowing, a LIBOR Borrowing denominated
in US Dollars and made to a US Borrowing Subsidiary or a Canadian Borrowing
Subsidiary or a BA Drawing prior to the end of the Interest Period or Contract
Period applicable thereto, then, unless such Borrowing or BA Drawing is repaid
as provided herein at the end of such Interest Period or Contract Period, (i) in
the case of a LIBOR Borrowing denominated in US Dollars and made to a US
Borrowing Subsidiary or a Canadian Borrowing Subsidiary, such Borrowing shall be
converted to an ABR Borrowing and (ii) in the case of a BA Drawing, such BA
Drawing shall be converted to a Canadian Prime Rate Borrowing, at the end of
such Interest Period or Contract Period. If the applicable Borrower fails to
deliver an Interest Election Request with respect to any LIBOR Borrowing or
EURIBOR Borrowing not referred to in the immediately preceding sentence by the
third Business Day preceding the end of the Interest Period applicable thereto,
and does not, by such third Business Day, notify the Applicable Agent pursuant
to Section 2.11 that it will prepay such Borrowing at the end of such Interest
Period, then such Borrowing will be converted or continued at the end of such
Interest Period as a LIBOR Borrowing or EURIBOR Borrowing, as the case may be,
with an Interest Period of one month's duration.

          (f) Upon the conversion of any Borrowing (or portion thereof), or the
continuation of any BA Drawing (or portion thereof), to or as a BA Drawing, the
net amount that would otherwise be payable to a Borrower by each Lender pursuant
to Section 2.06(f) in respect of such new BA Drawing shall be applied against
the principal of such Borrowing (in the case of a conversion) or the
reimbursement obligation owed to such Lender under Section 2.06(i) in respect of
the BAs accepted by such Lender as part of such maturing BA Drawing (in the case
of a continuation), and such Borrower shall pay to such Lender an amount equal
to the difference between the principal amount of such Loan or the aggregate
face amount of such maturing BAs, as the case may be, and such net amount.

<PAGE>

                                                                              40


          (g) Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing, (i) no outstanding Borrowing denominated in US
Dollars and made to a US Borrowing Subsidiary or a Canadian Borrowing Subsidiary
may be converted to or continued as a LIBOR Borrowing, and no Borrowing or BA
Drawing denominated in Canadian Dollars may be converted to or continued as a BA
Drawing, and (ii) (A) each LIBOR Borrowing denominated in US Dollars and made to
a US Borrowing Subsidiary or a Canadian Borrowing Subsidiary shall, unless
repaid, be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto, (B) each BA Drawing shall, unless repaid, be converted to a
Canadian Prime Rate Borrowing at the end of the Contract Period applicable
thereto and (C) each other LIBOR Borrowing or EURIBOR Borrowing shall, unless
repaid by the third Business Day prior to the end of the Interest Period
applicable thereto, be continued as a LIBOR Borrowing or EURIBOR Borrowing, as
the case may be, with an Interest Period of one month's duration.

          SECTION 2.09. Termination, Reduction, Extension and Increase of
Commitments. (a) Unless previously terminated, the Commitments shall terminate
on the Maturity Date.

          (b) The Company may at any time terminate, or from time to time
reduce, the Commitments of any Tranche; provided that (i) each reduction of the
Commitments of any Tranche shall be in an amount that is an integral multiple of
the Borrowing Multiple and not less than the Borrowing Minimum, in each case for
Borrowings denominated in US Dollars and (ii) the Company shall not terminate or
reduce the Commitments of any Tranche if, after giving effect to such
termination or reduction and to any concurrent payment or prepayment of Loans,
BAs or LC Disbursements, the aggregate amount of Revolving Credit Exposures
under such Tranche would exceed the aggregate amount of Commitments of such
Tranche.

          (c) The Company shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under any Tranche under paragraph (b) of
this Section at least two Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any such notice, the Administrative Agent
shall advise the other Agents and the applicable Lenders of the contents
thereof. Each notice delivered by the Company pursuant to this Section shall be
irrevocable; provided that a notice of termination of the Commitments under any
Tranche may state that such notice is conditioned upon the effectiveness of
other credit facilities, in which case such notice may be revoked or extended by
the Company (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied or the effectiveness of such
other credit facilities is delayed. Any termination or reduction of the
Commitments under any Tranche shall, once effective, be permanent. Each
reduction of the Commitments under any Tranche shall be made ratably among the
applicable Lenders in accordance with their Commitments under such Tranche.

          (d) The Company may at any time and from time to time, by written
notice to the Administrative Agent (which shall promptly deliver a copy to each
of the other Agents and the applicable Lenders) executed by the Company and one
or more financial institutions (any such financial institution referred to in
this Section being called an "Increasing Lender"), which may include any Lender,
cause Tranche A Commitments, Tranche B Commitments or Tranche C Commitments to
be increased or extended by the Increasing Lenders (or cause the Commitments of
the Increasing Lenders to be increased, as the case may be) in an amount for
each Increasing Lender (which shall not be less than $5,000,000) set forth in
such notice; provided, that (i) the new Commitments and increases in existing
Commitments pursuant to this paragraph shall not be
<PAGE>

                                                                              41


greater than US$200,000,000 in the aggregate during the term of this Agreement
and shall not be less than US$25,000,000 (or any portion of such US$200,000,000
aggregate amount remaining unused) for any such increase, (ii) each Increasing
Lender, if not already a Lender hereunder, shall be subject to the approval of
the Administrative Agent (which approval shall not be unreasonably withheld) and
(iii) each Increasing Lender, if not already a Lender hereunder, shall become a
party to this Agreement by completing and delivering to the Administrative Agent
a duly executed accession agreement in a form satisfactory to the Administrative
Agent and the Borrower (an "Accession Agreement"). New Commitments and increases
in Commitments shall become effective on the date specified in the applicable
notice delivered pursuant to this paragraph (but not prior to the third Business
Day after the delivery of such notice to the Administrative Agent). Upon the
effectiveness of any Accession Agreement to which any Increasing Lender is a
party, (i) such Increasing Lender shall thereafter be deemed to be a party to
this Agreement and shall be entitled to all rights, benefits and privileges
accorded a Lender hereunder and subject to all obligations of a Lender hereunder
and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the
Commitment or Commitments of such Increasing Lender as provided in such
Accession Agreement. Notwithstanding the foregoing, (i) no Lender shall be
required to increase its Commitment unless it shall agree to such increase in
its sole discretion, (ii) any increase in the Commitment of a Lender pursuant to
this paragraph shall not require the consent of any other Lender and (iii) no
increase in the Commitments (or in the Commitment of any Lender) pursuant to
this paragraph shall become effective unless (A) the Administrative Agent shall
have received documents consistent with those delivered under Section 4.01(b)
and (c), giving effect to such increase and (B) on the effective date of such
increase, the representations and warranties of the Borrowers set forth in this
Agreement shall be true and correct in all material respects and no Default
shall have occurred and be continuing, and the Administrative Agent shall have
received a certificate to that effect dated such date and executed by a
Financial Officer of the Company. Following any extension of new Commitments of
any Tranche or increases in existing Commitments of any Tranche pursuant to this
paragraph, any Revolving Loans outstanding under such Tranche prior to the
effectiveness of such increase or extension may continue outstanding until the
ends of the respective Interests Periods applicable thereto, and shall then be
either repaid or refinanced with new Revolving Loans under such Tranche made
pursuant to Section 2.01. On the effective date of any increase in the Tranche B
Commitments pursuant to this paragraph, the applicable Borrowers and Lenders
shall take such actions (including making and receiving payments), if any, as
the Administrative Agent shall specify in order that the extensions of credit
represented by any outstanding BAs may be held by the Tranche B Lenders ratably
in proportion to their Tranche B Commitments; provided, that if the
Administrative Agent does not specify any such actions, such outstanding BAs
will continue outstanding for the duration of the applicable Contract Periods
and the applicable Borrowers' reimbursement obligations under Section 2.06(i)
will continue to be owed to the Lenders that accepted and purchased such BAs.

          (e) The Company may, by delivery of a Maturity Date Extension Request
to the Administrative Agent (which shall promptly deliver a copy to each of the
other Agents and the Lenders) not less than 30 days and not more than 60 days
prior to any anniversary of the Closing Date, request that the Lenders extend
the Maturity Date for an additional period of one year; provided that there
shall be no more than two extensions of the Maturity Date pursuant to this
paragraph. Each Lender shall, by notice to the Company and the Administrative
Agent given not more than 20 days after the date of the Administrative Agent's
receipt of the Company's Maturity Date Extension Request, advise the Company
whether or not it agrees to the requested extension (each Lender agreeing to a
requested extension being called a "Consenting Lender", and each Lender
declining to agree to a requested extension being called a "Declining Lender").
Any Lender that has not so advised the Company and the Administrative Agent by
such day shall be deemed to have declined to agree to such extension and shall
be a Declining Lender. If Lenders

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                                                                              42


constituting the Required Lenders shall have agreed to a Maturity Date Extension
Request, then the Maturity Date shall, as to the Consenting Lenders, be extended
to the first anniversary of the Maturity Date theretofore in effect. The
decision to agree or withhold agreement to any Maturity Date Extension Request
shall be at the sole discretion of each Lender. The Commitment of any Declining
Lender shall terminate on the Maturity Date in effect prior to giving effect to
any such extension (such Maturity Date being called the "Existing Maturity
Date"). The principal amount of any outstanding Loans made by Declining Lenders,
together with any accrued interest thereon and any accrued fees and other
amounts payable to or for the account of such Declining Lenders hereunder, shall
be due and payable on the Existing Maturity Date, and on the Existing Maturity
Date the Borrowers shall also make such other prepayments of their Loans
pursuant to Section 2.11 as shall be required in order that, after giving effect
to the termination of the Commitments of, and all payments to, Declining Lenders
pursuant to this sentence, (i) the aggregate Tranche A Revolving Credit
Exposures will not exceed the aggregate Tranche A Commitments, (ii) the
aggregate Tranche B Revolving Credit Exposures will not exceed the aggregate
Tranche B Commitments and (iii) the aggregate Tranche C Revolving Credit
Exposures will not exceed the aggregate Tranche C Commitments. Upon the payment
of all outstanding Loans and other amounts payable to a Declining Lender
pursuant to the foregoing sentence, such Declining Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.15,
2.16, 2.17 and 11.03. Notwithstanding the foregoing provisions of this
paragraph, the Company shall have the right, pursuant to and in accordance with
Sections 2.19 and 11.04, at any time prior to the Existing Maturity Date, to
replace a Declining Lender with a Lender or other financial institution that
will agree to the applicable Maturity Date Extension Request, and any such
replacement Lender shall for all purposes constitute a Consenting Lender.
Notwithstanding the foregoing, no extension of the Maturity Date pursuant to
this paragraph shall become effective unless (i) the Administrative Agent shall
have received documents consistent with those described in Section 4.01(b) and
(c), giving effect to such extension and (ii) on the effective date of such
extension, the representations and warranties of the Borrowers set forth in this
Agreement shall be true and correct in all material respects and no Default
shall have occurred and be continuing, and the Administrative Agent shall have
received a certificate to that effect dated such date and executed by a
Financial Officer of the Company.

          SECTION 2.10. Repayment of Loans and BAs; Evidence of Debt. (a) Each
Borrower hereby unconditionally promises to pay (i) to the Applicable Agent for
the account of each Lender the then unpaid principal amount of each Revolving
Loan of such Borrower on the Maturity Date and the face amount of each BA, if
any, accepted by such Lender as provided in Section 2.06 and (ii) to the
Applicable Swingline Lender the then unpaid principal amount of each Swingline
Loan on the earlier of the Maturity Date and the first date after such Swingline
Loan is made that is the 15th or last day of a calendar month and is at least
three Business Days after such Swingline Loan is made; provided that on each
date that a Revolving Borrowing denominated in US Dollars or Canadian Dollars
(including any ABR Borrowing) is made to a Borrower that shall have borrowed
Swingline Loans, such Borrower shall repay all its outstanding Swingline Loans
denominated in such currency. Each Borrower will pay the principal amount of
each Loan or BA made to or drawn by such Borrower and the accrued interest on
such Loan in the currency of such Loan or BA.

          (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the Indebtedness of each Borrower to such
Lender resulting from each Loan made or BA accepted and purchased by such
Lender, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder.

          (c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made and BA accepted and purchased hereunder,
the Class and Type

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                                                                              43


of each such Loan and, in the case of any LIBOR or EURIBOR Loan, the Interest
Period applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from each Borrower to each Lender hereunder
and (iii) the amount of any sum received by any Agent hereunder for the account
of the Lenders or any of them and each Lender's share thereof. The London Agent
and the Canadian Agent shall furnish to the Administrative Agent, promptly after
the making of any Loan or Borrowing or the acceptance and purchase of any BAs
with respect to which it is the Applicable Agent or the receipt of any payment
of principal or interest with respect to any such Loan or Borrowing or any such
BAs, information with respect thereto that will enable the Administrative Agent
to maintain the accounts referred to in the preceding sentence.

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

          (e) Any Lender may request that Loans of any Class made by it to any
Borrower be evidenced by a promissory note. In such event, the applicable
Borrower shall prepare, execute and deliver to such Lender a promissory note
payable to such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form reasonably acceptable to the Administrative
Agent. Thereafter, the Revolving Loans evidenced by such promissory note and
interest thereon shall at all times (including after assignment pursuant to
Section 11.04) be represented by one or more promissory notes in such form
payable to the payee named therein (or, if such promissory note is a registered
note, to such payee and its registered assigns).

          SECTION 2.11. Prepayment of Loans. (a) Any Borrower shall have the
right at any time and from time to time to prepay any Borrowing of such Borrower
in whole or in part, subject to prior notice in accordance with paragraph (d) of
this Section.

          (b) If the aggregate Revolving Credit Exposures under any Tranche
shall exceed the aggregate Commitments under such Tranche, then (i) on the last
day of any Interest Period for any LIBOR Borrowing or EURIBOR Borrowing, and the
last day of any Contract Period for any BA Drawing, under such Tranche and (ii)
on each other date on which any ABR Revolving Borrowing, Canadian Prime Rate
Borrowing or Swingline Loan shall be outstanding under such Tranche, the
applicable Borrowers shall prepay Loans under such Tranche in an aggregate
amount equal to the lesser of (A) the amount necessary to eliminate such excess
(after giving effect to any other prepayment of Loans or payment of BAs on such
day) and (B) the amount of the applicable Revolving Borrowings, BA Drawings or
Swingline Loans referred to in clause (i) or (ii), as applicable. If the
aggregate amount of the Revolving Credit Exposures under any Tranche on any day
shall exceed 105% of the aggregate Commitments under such Tranche, then the
applicable Borrowers shall, within three Business Days, prepay one or more
Borrowings under such Tranche in an aggregate principal amount sufficient to
eliminate such excess.

          (c) Prior to any optional or mandatory prepayment of Borrowings
hereunder, the applicable Borrower shall select the Borrowing or Borrowings to
be prepaid and shall specify such selection in the notice of such prepayment
pursuant to paragraph (d) of this Section.

          (d) The applicable Borrower shall notify the Applicable Agent (and, in
the case of prepayment of a Swingline Loan, the Swingline Lender) by a facsimile
notice signed by a Financial Officer on behalf of the applicable Borrower of any
prepayment of a Borrowing hereunder (i) in the case of a LIBOR Borrowing
denominated in US Dollars, not later than

<PAGE>

                                                                              44


11:00 a.m., Local Time, three Business Days before the date of such prepayment
(or, in the case of a prepayment under paragraph (b) above, as soon thereafter
as practicable), (ii) in the case of a LIBOR Borrowing denominated in Sterling
or a EURIBOR Borrowing, not later than 11:00 a.m., Local Time, three Business
days before the date of such prepayment (or, in the case of a prepayment under
paragraph (b) above, as soon thereafter as practicable), (iii) in the case of an
ABR Borrowing, not later than 11:00 a.m., Local Time, on the date of such
prepayment and (d) in the case of a Canadian Prime Rate Borrowing, not later
than 11:00 a.m., Local Time, on the date of such prepayment. Each such notice
shall be irrevocable and shall specify the prepayment date and the principal
amount of each Borrowing or portion thereof to be prepaid; provided that, if a
notice of optional prepayment is given in connection with a conditional notice
of termination of the Commitments as contemplated by Section 2.09(c), then such
notice of prepayment may be revoked or extended if such notice of termination is
revoked or extended in accordance with Section 2.09(c). Promptly following
receipt of any such notice, the Applicable Agent shall advise the applicable
Lenders of the contents thereof. Each partial prepayment of any Borrowing shall
be in an amount that would be permitted in the case of an advance of a Borrowing
of the same Type as provided in Section 2.02. Each prepayment of a Borrowing
shall be applied ratably to the Loans included in the prepaid Borrowing.

          SECTION 2.12. Fees. (a) The Company agrees to pay to the
Administrative Agent, in US Dollars, for the account of each Lender, a facility
fee, which shall accrue at the Applicable Rate (as set forth under the caption
"Facility Fee Rate" in the definition of such term) on the daily amount of each
Commitment of such Lender, whether used or unused, during the period from and
including the Closing Date to but excluding the date on which such Commitment
expires or is terminated; provided, that if any Lender continues to have any
Revolving Credit Exposure under any Tranche after its Commitment of such Tranche
terminates, then such facility fee shall continue to accrue on the daily amount
of such Lender's Revolving Credit Exposure under such Tranche from and including
the date on which such Commitment terminates to but excluding the date on which
such Lender ceases to have any Revolving Credit Exposure under such Tranche.
Accrued facility fees shall be payable in arrears on the last day of each March,
June, September and December, commencing on the first such date to occur after
the date hereof, and, with respect to the Commitments of any Tranche, on the
date on which the Commitments of such Tranche shall terminate; provided that any
facility fees accruing on the Revolving Credit Exposure under any Tranche after
the date on which the Commitments of such Tranche terminate shall be payable on
demand. All facility fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).

          (b) The Company agrees to pay (i) to the Administrative Agent for the
account of each Tranche A Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the Applicable Rate
(as set forth under the caption "LIBOR/EURIBOR Spread and BA Stamping Fee" in
the definition of such term) used to determine the interest rate applicable to
LIBOR Revolving Loans, on the daily amount of such Lender's LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date on which such Lender's Tranche A Commitment terminates and the
date on which such Lender ceases to have any LC Exposure and (ii) to each
Issuing Bank a fronting fee, which shall accrue at the rate of .125% per annum
on the portion of the daily amount of the LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) attributable to Letters
of Credit issued by such Issuing Bank, during the period from and including the
Effective Date to but excluding the later of the date of termination of the
Tranche A Commitments and the date on which there ceases to be any LC Exposure,
as well as each Issuing Bank's standard fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of
drawings thereunder.

<PAGE>

                                                                              45


Participation fees and fronting fees accrued or becoming payable in respect of
Letters of Credit issued through and including the last day of March, June,
September and December of each year shall be payable on the third Business Day
following such last day, commencing on the first such date to occur after the
Effective Date; provided that all such fees shall be payable on the date on
which the Tranche A Commitments terminate and any such fees accruing after the
date on which the Tranche A Commitments terminate shall be payable on demand.
Any other fees payable to the Issuing Banks pursuant to this paragraph shall be
payable within 10 days after demand. All participation fees and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).

          (c) Each Canadian Borrowing Subsidiary agrees to pay to the Canadian
Agent, for the account of each Tranche B Lender, on each date on which BAs drawn
by such Canadian Borrowing Subsidiary are accepted and purchased hereunder, in
Canadian Dollars, an acceptance fee computed by multiplying the aggregate face
amount of the BAs accepted by such Lender on such date by the product of (i) the
Applicable Rate (as set forth under the caption "LIBOR/EURIBOR Spread and BA
Stamping Fee" in the definition of such term) on such date and (ii) a fraction,
the numerator of which is the number of days in the Contract Period applicable
to such BAs and the denominator of which is 365.

          (d) The Company agrees to pay to the Administrative Agent, in US
Dollars, for the account of each Lender, for each day on which the aggregate
outstanding Revolving Credit Exposures shall be greater than 50% of the
aggregate Commitments, and for each day after the Commitments shall have expired
or been terminated on which the aggregate outstanding Revolving Credit Exposures
shall be greater than 50% of the aggregate Commitments immediately prior to such
expiration or termination, a utilization fee, which shall accrue at the
Applicable Rate (as set forth under the caption "Utilization Fee" in the
definition of such term) on the aggregate amount of such Lender's Revolving
Credit Exposures on such day. Accrued and unpaid Utilization Fees, if any, shall
be payable on the last day of each March, June, September and December and on
the date on which the Commitments shall have expired or been terminated and no
Revolving Credit Exposures shall be outstanding. All Utilization Fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).

          (e) The Company agrees to pay to the Agents, for their own accounts,
fees payable in the amounts and at the times separately agreed upon between the
Company and the Agents.

          (f) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent, to the Issuing Banks
(in the case of fees payable to them) or to the Canadian Agent (in the case of
fees referred to in paragraph (c) of this Section) for distribution (i) in the
case of facility fees and utilization fees, to the Lenders, (ii) in the case of
the participation fees, to the Tranche A Lenders and (iii) in the case of
acceptance fees, to the Tranche B Lenders. All fees payable hereunder to any
Issuing Bank under clause (ii) of paragraph (b) above shall be payable to the
office or offices specified by such Issuing Bank for the payment of such fees
and will be made by the Company from locations in Guernsey or another
jurisdiction under the laws of which no withholding or similar tax will be
applicable to such payments. Fees paid shall not be refundable under any
circumstances.

          SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing
(including each Swingline Loan denominated in US Dollars) shall bear interest at
the Alternate Base Rate.

<PAGE>

                                                                              46


          (b) The Revolving Loans comprising each LIBOR Revolving Borrowing
shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect
for such Borrowing plus the Applicable Rate (as set forth under the caption
"LIBOR/EURIBOR Spread and BA Stamping Fee" in the definition of such term).

          (c) The Revolving Loans comprising each EURIBOR Revolving Borrowing
shall bear interest at the Adjusted EURIBO Rate for the Interest Period in
effect for such Borrowing plus the Applicable Rate (as set forth under the
caption "LIBOR/EURIBOR Spread and BA Stamping Fee" in the definition of such
term).

          (d) The Loans comprising each Canadian Prime Rate Borrowing (including
each Swingline Loan denominated in Canadian Dollars) shall bear interest at the
Canadian Prime Rate.

          (e) Notwithstanding the foregoing, if any principal of or interest on
any Loan or BA, any LC Disbursement or any fee or other amount payable by any
Borrower hereunder is not paid when due, whether at stated maturity, upon
acceleration or otherwise, such overdue amount shall bear interest, after as
well as before judgment, at a rate per annum equal to (i) in the case of overdue
principal of any Loan or any LC Disbursement, 2% per annum plus the interest
rate or discount rate otherwise applicable to such Loan or LC Disbursement as
provided in the preceding paragraphs of this Section or (ii) in the case of any
other amount, 2% per annum plus the rate applicable to ABR Loans in US Dollars
as provided in paragraph (a) of this Section.

          (f) Accrued interest on each Loan under any Tranche shall be payable
in arrears on each Interest Payment Date for such Loan and upon the termination
of the Commitments of such Tranche; provided that (i) interest accrued pursuant
to paragraph (e) of this Section shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan or a Canadian Prime Rate Revolving Loan prior to the end of the
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any LIBOR Revolving Loan or EURIBOR Revolving Loan
prior to the end of the current Interest Period therefor, accrued interest on
such Loan shall be payable on the effective date of such conversion. All
interest shall be payable in the currency in which the applicable Loan is
denominated.

          (g) All interest hereunder shall be computed on the basis of a year of
360 days, except that (i) interest on Borrowings denominated in Sterling, (ii)
interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate and (iii) interest on Canadian
Prime Rate Borrowings and acceptance fees shall each be computed on the basis of
a year of 365 days (or, in the case of ABR Borrowings and Canadian Prime Rate
Borrowings, 366 days in a leap year), and in each case shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day). The applicable Adjusted LIBO Rate, Adjusted EURIBO Rate, Alternate Base
Rate or Canadian Prime Rate shall be determined by the Applicable Agent, and
such determination shall be conclusive absent manifest error.

          SECTION 2.14. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a LIBOR Borrowing or a EURIBOR Borrowing:

          (a) the Applicable Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate or the Adjusted EURIBO Rate, as
the case may be, for such Interest Period; or

<PAGE>

                                                                              47


          (b) the Applicable Agent is advised by a majority in interest of the
Lenders that would make Loans as part of such Borrowing that the Adjusted LIBO
Rate or Adjusted EURIBO Rate, as the case may be, for such Interest Period will
not adequately and fairly reflect the cost to such Lenders of making or
maintaining the Loans included in such Borrowing for such Interest Period;

then the Applicable Agent shall give notice thereof to the applicable Borrower
and the applicable Lenders by telephone or telecopy as promptly as practicable
thereafter and, until the Applicable Agent notifies the applicable Borrower and
the applicable Lenders that the circumstances giving rise to such notice no
longer exist, (i) any Interest Election Request that requests the conversion of
any Revolving Borrowing to, or continuation of any Revolving Borrowing as, an
affected LIBOR Borrowing or EURIBOR Borrowing, as the case may be, shall be
ineffective, (ii) any affected LIBOR Borrowing or EURIBOR Borrowing that is
requested to be continued shall (A) if denominated in US Dollars and made by a
US Borrowing Subsidiary or a Canadian Borrowing Subsidiary, be continued as an
ABR Borrowing, or (B) otherwise, be continued as a Borrowing bearing interest at
a rate equal to the sum of (1) a rate per annum determined by the Administrative
Agent from time to time to be sufficient to cover the funding cost of each
Lender in connection with such Borrowing plus (2) Applicable Rate (as set forth
under the caption "LIBOR/EURIBOR Spread and BA Stamping Fee" in the definition
of such term) and (iii) any Borrowing Request for an affected LIBOR Borrowing or
a EURIBOR Borrowing shall (A) if denominated in US Dollars and made by a US
Borrowing Subsidiary or a Canadian Borrowing Subsidiary, be deemed a request for
an ABR Borrowing, or (B) otherwise, be ineffective.

          SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

               (i) impose, modify or deem applicable any reserve, special
     deposit or similar requirement against assets of, deposits with or for the
     account of or credit extended by, any Lender (except any such reserve
     requirement reflected in the Adjusted LIBO Rate or the Adjusted EURIBO
     Rate) or any Issuing Bank; or

               (ii) impose on any Lender, any Issuing Bank or the London,
     European or Canadian interbank market any other condition affecting this
     Agreement or LIBOR Loans or EURIBOR Loans made by or any acceptance and
     purchase of BAs by such Lender or any Letter of Credit or participations
     therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any LIBOR Loan or EURIBOR Loan or accepting and
purchasing any BAs (or of maintaining its obligation to make any such Loan or to
accept and purchase any such BAs) or to increase the cost to such Lender or
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or Issuing
Bank hereunder (whether of principal, interest or otherwise), then the
applicable Borrower will pay to such Lender or Issuing Bank, as the case may be,
such additional amount or amounts as will compensate such Lender or Issuing
Bank, as the case may be, for such additional costs incurred or reduction
suffered.

          (b) If any Lender or Issuing Bank determines in good faith that any
Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's or Issuing Bank's capital or on the
capital of such Lender's or Issuing Bank's holding company, if any, as a
consequence of this Agreement or the Loans made or BAs accepted and purchased
by, or participations in Letters of Credit held by, such Lender, or the Letters
of Credit issued by such Issuing Bank, to a level below that which such Lender
or Issuing Bank or such Lender's or Issuing Bank's holding company could have
achieved but for such Change in

<PAGE>

                                                                              48


Law (taking into consideration such Lender's or Issuing Bank's policies and the
policies of such Lender's or Issuing Bank's holding company with respect to
capital adequacy), then from time to time the applicable Borrower will pay to
such Lender or Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or Issuing Bank or such Lender's or
Issuing Bank's holding company for any such reduction suffered.

          (c) A certificate of a Lender or Issuing Bank setting forth the amount
or amounts necessary to compensate such Lender or Issuing Bank or its holding
company, as the case may be, and the manner in which such amount or amounts have
been calculated, as specified in paragraph (a) or (b) of this Section, shall be
delivered to the Company and shall be conclusive absent manifest error. The
Company shall pay or cause the applicable Borrower to pay such Lender or Issuing
Bank, as the case may be, the amount shown as due on any such certificate within
10 days after receipt thereof.

          (d) Failure or delay on the part of any Lender or Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or Issuing Bank's right to demand such compensation; provided that
the applicable Borrower shall not be required to compensate a Lender or Issuing
Bank pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or Issuing Bank, as the
case may be, notifies the Company of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or Issuing Bank's intention
to claim compensation therefor; provided further that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the
180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

          (e) Payments of any amounts due under this Section shall be without
duplication of any payments required to be made under Section 2.16, 2.17 or
2.20. To the extent payment of any amount due under this Section is also
required under one or more of Sections 2.16, 2.17 and 2.20, such payment will be
due only under Section 2.17 or, if not within the scope of Section 2.17, under
any one other Section as the payee may elect.

          SECTION 2.16. Break Funding Payments. In the event of (a) the payment
of any principal of any LIBOR Loan or any EURIBOR Loan other than on the last
day of an Interest Period applicable thereto (including as a result of an Event
of Default), (b) the conversion of any LIBOR Loan or any EURIBOR Loan other than
on the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any LIBOR Loan or any EURIBOR Loan on the
date specified in any notice delivered pursuant hereto (regardless of whether
any such notice may be revoked or extended under Section 2.11(d) and is revoked
or extended in accordance therewith) or (d) the assignment of any LIBOR Loan or
any EURIBOR Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the applicable Borrower pursuant to Section
2.19 or the CAM Exchange, then, in any such event, the applicable Borrower shall
compensate each Lender for the loss, cost and expense (but not for any lost
profit) attributable to such event. Such loss, cost or expense to any Lender
shall be deemed to include an amount determined by such Lender to be the excess,
if any, of (i) the amount of interest which would have accrued on the principal
amount of such Loan had such event not occurred, at the Adjusted LIBO Rate or
the Adjusted EURIBO Rate, as the case may be, that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan) over (ii) the amount of interest that would accrue on such principal
amount or the Discount Proceeds applicable to such BA for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such period, for deposits in the applicable currency of a comparable

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                                                                              49


amount and period from other banks in the London or European interbank market. A
certificate of any Lender setting forth in reasonable detail any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Company and shall be conclusive absent manifest error. The
applicable Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof. Payments of any amounts due
under this Section shall be without duplication of any payments required to be
made under Section 2.15, 2.17 or 2.20. To the extent payment of any amount due
under this Section is also required under one or more of Sections 2.15, 2.17 and
2.20, such payment will be due only under Section 2.17 or, if not within the
scope of Section 2.17, under any one other Section as the payee may elect.

          SECTION 2.17. Taxes. (a) Any and all payments by or on account of any
obligation of a Credit Party hereunder or under any other Credit Document shall
be made free and clear of and without deduction for any Indemnified Taxes or
Other Taxes; provided that if any Credit Party shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
each Agent, Lender and Issuing Bank (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
such Credit Party shall make such deductions and (iii) such Credit Party shall
pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

          (b) In addition, but without duplication, the Credit Parties shall pay
any Other Taxes to the relevant Governmental Authority in accordance with
applicable law.

          (c) Each Credit Party shall indemnify each Agent, Lender and Issuing
Bank, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by such Agent, Lender or Issuing Bank, as
the case may be, on or with respect to any payment by or on account of any
obligation of such Credit Party hereunder or under any other Credit Document
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate setting forth the
amount of such payment or liability delivered to the Company by an Agent, Lender
or Issuing Bank, or by the Administrative Agent on behalf of a Lender or Issuing
Bank, shall be conclusive absent manifest error. Such Agent, Lender or Issuing
Bank shall use commercially reasonable efforts to cooperate with such Credit
Party, at such Credit Party's expense, to contest any Indemnified Taxes or Other
Taxes imposed on or with respect to payments made to or by such Agent, Lender or
Issuing Bank and indemnified by such Credit Party that such Credit Party
reasonably believes were not correctly or legally imposed or asserted by the
relevant Governmental Authority.

          (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by a Credit Party to a Governmental Authority, such Credit Party
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

          (e) Any Lender that is entitled to an exemption from or reduction of
withholding tax under the law of any jurisdiction in which a Borrower to which
such Lender may be required to make Loans hereunder is resident or located, or
any treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Company (with a copy to the

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                                                                              50


Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Company as will permit such payments to be made
without withholding or at a reduced rate; provided, other than in the case of
any exemption or reduction on which such Lender shall have been relying at the
time it became a Lender, that such Lender has received written notice from the
Company advising it of the availability of such exemption or reduction and
containing all applicable documentation (together with English translations
thereof, if requested by such Lender). Each Lender shall promptly notify the
Company at any time it determines that it is no longer in a position to provide
any such previously delivered documentation to the Company.

          (f) If the Administrative Agent or a Lender determines, in its sole
discretion, that it has received a refund of any Indemnified Taxes or Other
Taxes as to which it has been indemnified by a Borrower or with respect to which
a Borrower has paid additional amounts pursuant to this Section, it shall pay
over such refund to such Borrower (but only to the extent of indemnity payments
made, or additional amounts paid, by such Borrower under this Section with
respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net
of all out-of-pocket expenses of the Administrative Agent or such Lender and
without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided, that such Borrower, upon the
request of the Administrative Agent or such Lender, agrees to repay the amount
paid over to such Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent or
such Lender in the event the Administrative Agent or such Lender is required to
repay such refund to such Governmental Authority. This Section shall not be
construed to require the Administrative Agent or any Lender to make available
its tax returns (or any other information relating to its taxes which it deems
confidential) to any Borrower or other Person.

          (g) Payments of any amounts due under this Section shall be without
duplication of any payments required to be made under Section 2.15, 2.16 or
2.20. To the extent payment of any amount due under this Section is also
required under one or more of Sections 2.15, 2.16 and 2.20, such payment will be
due only under this Section or, if not within the scope of this Section, under
any one other Section as the payee may elect..

          SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) Each Borrower shall make each payment required to be made by it
hereunder or under any other Credit Document (whether of principal, interest,
fees or reimbursement of LC Disbursements or otherwise) prior to the time
required hereunder or under such other Credit Document for such payment or, if
no such time is expressly required, prior to 1:00 p.m., Local Time, on the date
when due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Applicable Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Applicable Agent for the account of the applicable Lenders
to such account as the Applicable Agent shall from time to time specify in one
or more notices delivered to the Company, except that payments to be made
directly to an Issuing Bank or Swingline Lender as expressly provided herein
shall be made directly to such parties and payments pursuant to Sections 2.15,
2.16, 2.17, 2.20 and 11.03 shall be made directly to the Persons entitled
thereto. The Applicable Agent shall distribute any such payments received by it
for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment under any Credit Document shall be due
on a day that is not a Business Day, the date for payment shall be extended to
the next succeeding Business Day and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
All payments hereunder of principal or interest in respect of any Loan, BA or LC
Disbursement shall, except as otherwise expressly provided herein, be made in
the

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                                                                              51


currency of such Loan, BA or LC Disbursement; all other payments hereunder and
under each other Credit Document shall be made in US Dollars. Any payment
required to be made by any Agent hereunder shall be deemed to have been made by
the time required if such Agent shall, at or before such time, have taken the
necessary steps to make such payment in accordance with the regulations or
operating procedures of the clearing or settlement system used by such Agent to
make such payment.

          (b) If at any time insufficient funds are received by the Agents from
any Borrower (or from the Company as guarantor of the Obligations of such
Borrower pursuant to Article X) and available to pay fully all amounts of
principal, unreimbursed LC Disbursements, interest and fees then due from such
Borrower hereunder, such funds shall be applied (i) first, towards payment of
interest and fees then due from such Borrower hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal of the
Loans and BAs and unreimbursed LC Disbursements then due from such Borrower
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of such principal then due to such parties.

          (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of its Loans, BAs,
participations in LC Disbursements or Swingline Loans or accrued interest on any
of the foregoing (collectively "Claims") resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Claims than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the Claims
of the other Lenders to the extent necessary so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate
amounts of their respective Claims; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by any Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Claims to any assignee or
participant, other than to the Company or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). Each Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Company and each Borrower rights
of set-off and counterclaim with respect to such participation as fully as if
such Lender were a direct creditor of the Company or such Borrower in the amount
of such participation.

          (d) Unless an Agent shall have received notice from a Borrower prior
to the date on which any payment is due to such Agent for the account of any
Lenders or any Issuing Bank hereunder that such Borrower will not make such
payment, such Agent may assume that such Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the applicable Lenders or Issuing Bank, as the case may be, the
amount due. In such event, if such Borrower has not in fact made such payment,
then each applicable Lender or Issuing Bank, as the case may be, severally
agrees to repay to such Agent forthwith on demand the amount so distributed to
such Lender or Issuing Bank with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to such Agent, at a rate determined by such Agent in accordance with
banking industry rules on interbank compensation.

          (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.07(b), 2.18(c) or 11.03(c)
then the Administrative

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                                                                              52


Agent may, in its discretion (notwithstanding any contrary provision hereof),
and each other Agent, at the direction of the Administrative Agent, shall, apply
any amounts thereafter received by it for the account of such Lender to satisfy
such Lender's obligations under such Sections until all such unsatisfied
obligations are fully paid.

          SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) Each
Lender shall, to the extent practicable, designate each Tranche A Lending
Office, Tranche B Lending Office and Tranche C Lending Office, and select any
branch or Affiliate through which it makes any Loan or accepts and purchases any
BAs as contemplated by Section 2.02(b), with a view to minimizing, and if
possible avoiding, any required payment by the Borrowers of additional amounts
pursuant to Section 2.15, 2.17 or 2.20; provided, that no Lender shall be
required to designate a Tranche A Lending Office, a Tranche B Lending Office or
a Tranche C Lending Office or to select a branch or Affiliate for the making of
any Loan or the acceptance and purchase of any BAs if, in the judgment of such
Lender, such designation or selection would subject such Lender to any
unreimbursed cost or expense or would otherwise be disadvantageous to such
Lender. If any Borrower is required to pay any additional amount to any Lender
or to any Governmental Authority for the account of any Lender pursuant to
Section 2.15, 2.17 or 2.20, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its affected Loans
or other extensions of credit hereunder or to assign its affected rights and
obligations hereunder to another of its offices, branches or affiliates if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.15, 2.17 or 2.20, as the case
may be, in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The
Borrowers hereby agree to pay all reasonable costs and expenses incurred by any
Lender in connection with any designation or assignment pursuant to the
immediately preceding sentence to eliminate or reduce amounts payable pursuant
to Section 2.15, 2.17 or 2.20 as a result of any Change in Law after the Closing
Date.

          (b) If (i) any Lender requests compensation under Section 2.15 or
2.20, (ii) any Credit Party is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.17 or (iii) any Lender defaults in its obligation to fund Revolving
Loans or to accept and purchase BAs hereunder, then the Company may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in Section 11.04), all its interests,
rights and obligations under the Credit Documents to an assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (x) such Borrower shall have received
the prior written consent of the Administrative Agent (and, if a Tranche A
Commitment is being assigned, each Issuing Bank), which consent, in each case,
shall not unreasonably be withheld, (y) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans and BAs and funded
participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal, funded participations and
accrued interest and fees) or such Borrower (in the case of all other amounts)
and (z) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or 2.20 or payments required to be made pursuant
to Section 2.17, such assignment will result in a material reduction in such
compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender within five Business Days of the notice from the Company referred to in
the preceding sentence or otherwise, the circumstances entitling the Company to
require such assignment and delegation cease to apply.

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                                                                              53


          SECTION 2.20. Foreign Subsidiary Costs. (a) If the cost to any Lender
of making or maintaining any Loan to, or accepting and purchasing any BA of, or
participating in any Letter of Credit or Swingline Loan issued for the account
of or made to, any Borrower is increased (or the amount of any sum received or
receivable by any Lender (or its applicable lending office) is reduced) by an
amount deemed in good faith by such Lender to be material, by reason of the fact
that such Borrower is incorporated in, or conducts business in, a jurisdiction
outside the United States of America, such Borrower shall indemnify such Lender
for such increased cost or reduction within 15 days after demand by such Lender
(with a copy to the Administrative Agent). A certificate of such Lender claiming
compensation under this paragraph and setting forth the additional amount or
amounts to be paid to it hereunder (and the basis for the calculation of such
amount or amounts) shall be conclusive in the absence of manifest error.

          (b) Each Lender will promptly notify the Company and the
Administrative Agent of any event of which it has knowledge that will entitle
such Lender to additional interest or payments pursuant to paragraph (a) above,
but in any event within 45 days after such Lender obtains actual knowledge
thereof; provided that (i) if any Lender fails to give such notice within 90
days after it obtains actual knowledge of such an event, such Lender shall, with
respect to compensation payable pursuant to this Section in respect of any costs
resulting from such event, only be entitled to payment under this Section for
costs incurred from and after the date 90 days prior to the date that such
Lender does give such notice and (ii) each Lender will designate a different
applicable lending office, if, in the judgment of such Lender, such designation
will avoid the need for, or reduce the amount of, such compensation and will not
be otherwise disadvantageous to such Lender.

          (c) Notwithstanding the foregoing, no Lender shall be entitled to
compensation under this Section to the extent the increased costs for which such
Lender is claiming compensation have been or are being incurred at the time such
Lender becomes a party to this Agreement, except to the extent that such
Lender's assignor was entitled immediately prior to the assignment to such
Lender to receive compensation with respect to such increased costs pursuant to
this Section.

          (d) Payments of any amounts due under this Section shall be without
duplication of any payments required to be made under Section 2.15, 2.16 or
2.17. To the extent payment of any amount due under this Section is also
required under one or more of Sections 2.15, 2.16 and 2.17, such payment will be
due only under Section 2.17 or, if not within the scope of Section 2.17, under
any one other Section as the payee may elect.

          SECTION 2.21. Designation of Borrowing Subsidiaries. (a) The Company
may at any time and from time to time designate (a) any Tranche A Subsidiary as
a Tranche A Borrowing Subsidiary, (b) any Tranche B Subsidiary as a Tranche B
Borrowing Subsidiary or (c) any Tranche C Subsidiary as a Tranche C Borrowing
Subsidiary, in each case by delivery to the Administrative Agent of a Borrower
Joinder Agreement executed by such Subsidiary and by the Company, and upon such
delivery such Subsidiary shall for all purposes of this Agreement be a Tranche A
Borrowing Subsidiary, a Tranche B Borrowing Subsidiary or a Tranche C Borrowing
Subsidiary, as the case may be, and a party to this Agreement. Any Borrowing
Subsidiary shall continue to be a Tranche A Borrowing Subsidiary, a Tranche B
Borrowing Subsidiary or a Tranche C Borrowing Subsidiary, as the case may be,
until the Company shall have executed and delivered to the Administrative Agent
a Borrower Termination Agreement with respect to such Subsidiary, whereupon such
Subsidiary shall cease to be a Borrowing Subsidiary hereunder. Notwithstanding
the preceding sentence, (a) no Borrower Joinder Agreement shall become effective
as to any Subsidiary if it shall be unlawful for such Subsidiary to become a
Borrower hereunder or for any Lender participating in a Tranche under which such
Subsidiary may borrow

<PAGE>

                                                                              54


to make Loans or otherwise extend credit to such Subsidiary as provided herein
and (b) no Borrower Termination Agreement will become effective as to any
Borrowing Subsidiary until all Loans made to and BAs drawn by such Borrowing
Subsidiary shall have been repaid, all Letters of Credit issued for the account
of such Borrowing Subsidiary have been drawn in full or have expired and all
amounts payable by such Borrowing Subsidiary in respect of LC Disbursements,
interest and/or fees (and, to the extent notified by the Administrative Agent or
any Lender, any other amounts payable under the Credit Agreement by such
Borrowing Subsidiary) shall have been paid in full; provided that such Borrower
Termination Agreement shall be effective to terminate the right of such
Borrowing Subsidiary to request or receive further extensions of credit under
this Agreement. As soon as practicable upon receipt of a Borrower Joinder
Agreement, the Administrative Agent shall send a copy thereof to each Tranche A
Lender,Tranche B Lender or Tranche C Lender, as the case may be.

          (b) The Obligations of the Borrowing Subsidiaries hereunder shall be
several and not joint.

                                   ARTICLE III

                         Representations and Warranties

          The Company represents and warrants, and each other Borrower
represents and warrants as to itself and its subsidiaries, to the Lenders that:

          SECTION 3.01. Organization; Powers. Each Credit Party is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business, and is in good standing,
in every jurisdiction where such qualification is required.

          SECTION 3.02. Authorization; Enforceability. The Transactions to be
entered into by each Credit Party are within such Credit Party's corporate,
partnership or other applicable powers and have been duly authorized by all
necessary corporate, partnership or other applicable action and, if required, by
stockholder or other equityholder action. This Agreement has been duly executed
and delivered by each Credit Party and constitutes, and each other Credit
Document to which any Credit Party is to be a party, when executed and delivered
by such Credit Party, will constitute, a legal, valid and binding obligation of
such Credit Party, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

          SECTION 3.03. Governmental Approvals; No Conflicts. (a) The
Transactions (i) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, (ii) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of any Credit Party or any order of any Governmental
Authority, (iii) will not violate or result in a default under any indenture,
material agreement or other material instrument binding upon any Credit Party or
its assets, or give rise to a right thereunder to require any payment to be made
by any Credit Party, (iv) will not result in the creation or imposition of any
Lien on any asset of any Credit Party (other than Liens created hereunder) and
(v) have received all requisite approvals from the Guernsey Financial Services
Commission for borrowings by the Company or any Guernsey Borrowing Subsidiary.

<PAGE>

                                                                              55


          (b) Neither the Company nor any of the Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying margin stock (as defined in
Regulation U of the Board). No part of the proceeds of any Loan or BA Drawing
will be used, whether directly or indirectly, for any purpose that would entail
a violation of such Regulation U.

          SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The
Company has heretofore furnished to the Lenders its consolidated balance sheet
and statements of income, shareholders equity and cash flows (i) as of and for
the fiscal year ended September 30, 2006, audited and reported on by Ernst &
Young LLP, independent public accountants and (ii) as of and for the fiscal
quarters and the portions of the fiscal year ended December 31, 2006, March 31,
2007, and June 30, 2007, certified by its chief financial officer. Such
financial statements present fairly, in all material respects, the financial
position and results of operations and cash flows of the Company and its
consolidated subsidiaries as of such dates and for such periods in accordance
with GAAP, subject to year-end audit adjustments and the absence of footnotes in
the case of the statements referred to in clause (ii) above.

          (b) Since September 30, 2006, there has been no event or condition
that has resulted or could reasonably be expected to result in a material
adverse change in the business, assets, liabilities, operations or condition
(financial or otherwise) of the Company and its subsidiaries, taken as a whole.

          SECTION 3.05. Properties. (a) Each of the Company and the Subsidiaries
has good title to, or valid leasehold interests in, all its real and personal
property material to its business, except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes.

          (b) Each of the Company and the Subsidiaries owns, or is licensed to
use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by the Company and the
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.06. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Company, threatened
against or affecting the Company or any of the Subsidiaries (i) as to which
there is a reasonable likelihood of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect or (ii) that involve any of
the Credit Documents or the Transactions.

          (b) Except with respect to any matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, neither the Company nor any of the Subsidiaries (i) has failed to comply
with any Environmental Law or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Law, (ii) has become
subject to any Environmental Liability, (iii) has received notice of any claim
with respect to any Environmental Liability or (iv) knows of any basis for any
Environmental Liability.

          SECTION 3.07. Compliance with Laws and Agreements. Each of the Company
and the Subsidiaries is in compliance with all laws, regulations and orders of
any Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments

<PAGE>

                                                                              56


binding upon it or its property, except where the failure to comply,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

          SECTION 3.08. Investment Company Status. Neither the Company nor any
of the Subsidiaries is an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940.

          SECTION 3.09. Taxes. Each of the Company and the Subsidiaries has
timely filed or caused to be filed all Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been
paid by it, except (a) any Taxes that are being contested in good faith by
appropriate proceedings and for which the Company or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect. The Company has maintained exempt status under the
provisions of the Income Tax (Guernsey) Law 1978 (as amended) and Income Tax
(Exempt Bodies) (Guernsey) Ordinance 1989 (as amended).

          SECTION 3.10. Employee Benefit Plans. No ERISA Event has occurred or
is reasonably expected to occur that, when taken together with all other such
ERISA Events for which liability is reasonably expected to occur, could
reasonably be expected to result in a Material Adverse Effect. No event or
condition, including any underfunding condition, has occurred or exists, or is
reasonably expected to occur, in connection with any pension or other employee
benefit plan of the Company or any Subsidiary that, when taken together with all
other such events and conditions, could reasonably be expected to result in a
Material Adverse Effect.

          SECTION 3.11. Disclosure. Neither the Information Memorandum nor any
of the other reports, financial statements, certificates or other information
furnished by or on behalf of any Credit Party to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or delivered
hereunder (as modified or supplemented by other information so furnished), taken
as a whole, contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, the Company represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

          SECTION 3.12. Subsidiaries. Schedule 3.12 correctly sets forth the
name of, the jurisdiction of organization of, and the ownership interest of the
Company in, each of the Subsidiaries listed therein, in each case as of the
Effective Date. The Subsidiaries listed in Schedule 3.12, together with their
own subsidiaries, account as of the Effective Date for at least 90% of the
consolidated assets of the Company and the Subsidiaries.

          SECTION 3.13. OFAC Compliance. None of the Company or any Subsidiary
is listed on the Specially Designated Nationals and Blocked Persons List
maintained by the Office of Foreign Asset Control, Department of the Treasury
("OFAC") pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25,
2001), and/or any other list maintained pursuant to any of the rules and
regulations of OFAC or pursuant to any other applicable Executive Orders or
otherwise subject to sanction under an OFAC implemented regulation.

<PAGE>

                                                                              57


                                   ARTICLE IV

                                   Conditions

          SECTION 4.01. Effective Date. The obligations of the Lenders to make
Loans and accept and purchase BAs and of the Issuing Banks to issue Letters of
Credit hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 11.02):

               (a) The Administrative Agent (or its counsel) shall have received
     from each party hereto either (i) a counterpart of this Agreement signed on
     behalf of such party or (ii) written evidence reasonably satisfactory to
     the Administrative Agent (which may include facsimile or other electronic
     transmission of a signed signature page of this Agreement) that such party
     has signed a counterpart of this Agreement.

               (b) The Administrative Agent shall have received a written
     opinion (addressed to the Administrative Agent and the Lenders and dated
     the Effective Date) of (i) Wilmer Cutler Pickering Hale and Dorr LLP,
     counsel for the Borrowers, and (ii) Carey Olsen, Guernsey counsel, in each
     case covering such matters relating to the Borrowers, the Credit Documents
     and the Transactions as the Administrative Agent or the Required Lenders
     shall reasonably request. The Company hereby requests such counsel to
     deliver such opinions.

               (c) The Administrative Agent shall have received such documents
     and certificates as the Administrative Agent or its counsel may reasonably
     request relating to the organization, existence and good standing of each
     Borrower, the authorization of the Transactions and any other legal matters
     relating to the Borrowers, the Credit Documents or the Transactions, all in
     form and substance satisfactory to the Administrative Agent and its
     counsel.

               (d) The Administrative Agent shall have received a certificate,
     dated the Effective Date and signed by the President, a Vice President or a
     Financial Officer of the Company, confirming that on and as of the
     Effective Date, the representations and warranties of the Borrowers set
     forth in this Agreement shall be true and correct in all material respects
     and no Default shall have occurred and be continuing.

               (e) The Administrative Agent shall have received all fees and
     other amounts due and payable on or prior to the Effective Date, including,
     to the extent invoiced, reimbursement or payment of all out-of-pocket
     expenses (including fees, charges and disbursements of counsel) required to
     be reimbursed or paid by any Borrower hereunder.

               (f) The Agents and Lenders shall have received all documentation
     and other information requested by them for purposes of ensuring compliance
     with applicable "know your customer" and anti-money laundering rules and
     regulations, including the U.S.A. Patriot Act, the Criminal Code (Canada),
     the Proceeds of Crime (Money Laundering) and Terrorist Financing Act
     (Canada) and the Anti-Terrorism Act (Canada), not fewer than five Business
     Days prior to the Closing Date.

The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and accept and
purchase BAs and of the Issuing Banks to issue

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                                                                              58


Letters of Credit hereunder shall not become effective unless each of the
foregoing conditions is satisfied (or waived pursuant to Section 11.02) at or
prior to 5:00 p.m., New York City time, on December 21, 2006 (and in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).

          SECTION 4.02. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of any Borrowing or to accept and purchase BAs on the
occasion of any BA Drawing, and of each Issuing Bank to issue, amend, renew or
extend any Letter of Credit, is subject to receipt of the request therefor in
accordance herewith and to the satisfaction of the following conditions:

               (a) The representations and warranties of the Borrowers set forth
     in this Agreement (other than, with respect to any Borrowing occurring
     after the Effective Date, the representations set forth in Section 3.04(b))
     shall be true and correct in all material respects on and as of the date of
     such Borrowing or BA Drawing or the date of issuance, amendment, renewal or
     extension of such Letter of Credit, as applicable.

               (b) At the time of and immediately after giving effect to such
     Borrowing or BA Drawing or the issuance, amendment, renewal or extension of
     such Letter of Credit, as applicable, no Default shall have occurred and be
     continuing.

Each Borrowing or BA Drawing and each issuance, amendment, renewal or extension
of a Letter of Credit shall be deemed to constitute a representation and
warranty by the Company on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section.

          SECTION 4.03. Initial Credit Event for each Additional Borrowing
Subsidiary. The obligations of the Lenders to make Loans to and accept and
purchase BAs issued by, and the obligations of the Issuing Banks to issue
Letters of Credit for the account of, any Borrowing Subsidiary that becomes a
Borrowing Subsidiary after the Closing Date in accordance with Section 2.21 are
subject to the satisfaction of the following conditions:

               (a) The Administrative Agent (or its counsel) shall have received
     such Borrowing Subsidiary's Borrower Joinder Agreement duly executed by the
     parties thereto.

               (b) The Administrative Agent shall have received such documents
     (including such legal opinions) as the Administrative Agent or its counsel
     may reasonably request relating to the formation, existence and good
     standing of such Borrower, the authorization and legality of the
     Transactions insofar as they relate to such Borrower and any other legal
     matters relating to such Borrower, its Borrower Joinder Agreement or the
     Transactions, all in form and substance reasonably satisfactory to the
     Administrative Agent and its counsel.

               (c) The Agents and Lenders shall have received, at least five
     Business Days prior to the making of such Loans, acceptance and purchase of
     such BAs or issuance of such Letters of Credit, all documentation and other
     information relating to such Borrower requested by them for purposes of
     ensuring compliance with applicable "know your customer" and anti-money
     laundering rules and regulations, including the U.S.A. Patriot Act, the
     Criminal Code (Canada), the Proceeds of Crime (Money Laundering) and
     Terrorist Financing Act (Canada) and the Anti-Terrorism Act (Canada).

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                                                                              59


                                    ARTICLE V

                              Affirmative Covenants

          Until the Commitments have expired or been terminated, the principal
of and interest on each Loan and each BA and all fees payable hereunder have
been paid in full, all Letters of Credit have expired or terminated and all LC
Disbursements have been reimbursed, the Company covenants and agrees, and each
Borrower covenants and agrees, as to itself and its subsidiaries, with the
Lenders that:

          SECTION 5.01. Financial Statements and Other Information. The Company
will furnish to the Administrative Agent and each Lender:

          (a) within 120 days after the end of each fiscal year of the Company
(or, if earlier, the date on which the Company is required to file the same with
the SEC or any other Governmental Authority), its audited consolidated balance
sheet and related statements of income, changes in shareholders' equity and cash
flows as of the end of and for such year, setting forth in each case in
comparative form the figures for the previous fiscal year, all reported on by
Ernst & Young LLP or other independent public accountants of recognized national
standing (without a "going concern" or like qualification or exception and
without any qualification or exception as to the scope of such audit) to the
effect that such consolidated financial statements present fairly in all
material respects the financial condition and results of operations of the
Company and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied;

          (b) within 60 days after the end of each of the first three fiscal
quarters of each fiscal year of the Company (or, if earlier, the date on which
the Company is required to file the same with the SEC or any other Governmental
Authority), its consolidated balance sheet and related statements of income and
cash flows as of the end of and for such fiscal quarter and the then elapsed
portion of the fiscal year, setting forth in each case in comparative form the
figures for the corresponding period or periods of (or, in the case of the
balance sheet, as of the end of) the previous fiscal year, all certified by one
of its Financial Officers as presenting fairly in all material respects the
financial condition and results of operations of the Company and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes;

          (c) concurrently with any delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer of the Company (i)
certifying as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with Sections 6.06 and 6.07 and (iii) stating whether
any material change in GAAP or in the application thereof (including any change
in GAAP or in the application thereof that would affect either of the ratios
referred to in Sections 6.06 and 6.07) has occurred since the date of the
audited financial statements referred to in Section 3.04 and, if any such change
has occurred, specifying any material effect of such change on the financial
statements accompanying such certificate;

          (d) promptly after the same become publicly available, copies of all
periodic and other reports and proxy statements filed by the Company or any
Subsidiary with the SEC, or any other securities regulatory authority, or with
any securities exchange, or distributed by the Company to its shareholders
generally, as the case may be;

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                                                                              60


          (e) promptly after either Moody's or S&P shall have announced a change
in the rating established or deemed to have been established by it for the Index
Debt, written notice of such rating change;

          (f) promptly following a request through the Administrative Agent
therefor, any documentation or other information that a Lender reasonably
requests in order to comply with its ongoing obligations under applicable "know
your customer" and anti-money laundering rules and regulations, including the
USA Patriot Act; and

          (g) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Company or any Subsidiary, or compliance with the terms of this Agreement, as
the Administrative Agent, for itself or on behalf of any Lender, may reasonably
request.

          Information required to be delivered pursuant to this Section shall be
deemed to have been delivered if such information, or one or more annual or
quarterly reports containing such information, shall have been posted by the
Administrative Agent on an IntraLinks or similar site to which the Lenders have
been granted access or shall be publicly available on the website of the SEC at
http://www.sec.gov (and a confirming notice of such availability shall have been
delivered to the Administrative Agent). Information required to be delivered
pursuant to this Section may also be delivered by electronic communications
pursuant to procedures approved by the Administrative Agent.

          SECTION 5.02. Notices of Material Events. The Company will furnish to
the Administrative Agent and each Lender prompt written notice of the following:

               (a) the occurrence of any Default;

               (b) the filing or commencement of any action, suit or proceeding
     by or before any arbitrator or Governmental Authority against or affecting
     the Company or any Subsidiary that could reasonably be expected to result
     in a Material Adverse Effect;

               (c) the occurrence of any ERISA Event that, alone or together
     with any other ERISA Events that have occurred, could reasonably be
     expected to result in liability of the Company and its Subsidiaries in an
     aggregate amount exceeding US$50,000,000;

               (d) any change in the date of its fiscal year end; and

               (e) any other development that has resulted in or could
     reasonably be expected to result in a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Company setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

          SECTION 5.03. Existence; Conduct of Business. The Company and each
Borrowing Subsidiary will keep in full force and effect its legal existence. The
Company will, and will cause each of the Subsidiaries to, do or cause to be done
all things necessary to preserve, renew and keep in full force and effect its
rights, licenses, permits, privileges and franchises except to the extent that
the failure to do so could not reasonably be expected to result in a
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                                                                              61


Material Adverse Effect; provided that the foregoing shall not prohibit any
merger, consolidation, liquidation or dissolution permitted under Section 6.04.

          SECTION 5.04. Payment of Obligations. The Company will, and will cause
each of the Subsidiaries to, pay its material obligations, including material
Tax liabilities, before the same shall result in Liens on any material assets of
the Company or any Subsidiary, except where (a) the validity or amount thereof
is being contested in good faith by appropriate proceedings, (b) the Company or
such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP and (c) the failure to make payment pending such
contest could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 5.05. Maintenance of Properties; Insurance. The Company will,
and will cause each of the Subsidiaries to, (a) keep and maintain all property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, except where the failure to do so, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect and (b) maintain, with financially sound and reputable insurance
companies, insurance in such amounts and against such risks as are customary
among companies engaged in the same or similar businesses (other than risks
that, if actualized, could not reasonably be expected to result in a Material
Adverse Effect).

          SECTION 5.06. Books and Records; Inspection Rights. The Company will,
and will cause each of the Subsidiaries to, keep proper books of record and
account in which full, true and correct entries are made of all material
dealings and transactions in relation to its business and activities. The
Company will, and will cause each of the Subsidiaries to, permit any
representatives designated by the Administrative Agent, or by any Lender acting
through the Administrative Agent, upon reasonable prior notice from the
Administrative Agent, to visit and inspect its properties, to examine and make
extracts from its books and records and to discuss its affairs, finances and
condition with its officers and independent accountants, all at such reasonable
times and as often as reasonably requested.

          SECTION 5.07. Compliance with Laws. The Company will, and will cause
each of the Subsidiaries to, comply with all laws, rules, regulations and orders
of Governmental Authorities applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

          SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be used
only for general corporate purposes of the Company and/or the Subsidiaries,
which may include acquisitions (but only if approved by the board of directors
or other governing body of the target entity before the acquiror commences a
tender offer, proxy solicitation or similar action with respect to the target's
voting capital stock), investments and share repurchases. No part of the
proceeds of any Loan will be used, whether directly or indirectly, for any
purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X.

                                   ARTICLE VI

                               Negative Covenants

          Until the Commitments have expired or been terminated, the principal
of and interest on each Loan and each BA and all fees payable hereunder have
been paid in full, all Letters of Credit have expired or terminated and all LC
Disbursements have been reimbursed, the Company covenants and agrees, and each
Borrower covenants and agrees, as to itself and its subsidiaries, with the
Lenders that:

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                                                                              62


          SECTION 6.01. Subsidiary Indebtedness. The Company will not permit any
Subsidiary to create, incur, assume or permit to exist any Indebtedness or any
preferred stock or other preferred equity interests other than:

          (a) Indebtedness under the Credit Documents;

          (b) Indebtedness existing on the date hereof and set forth on Schedule
6.01, and Refinancing Indebtedness in respect thereof;

          (c) Indebtedness of any Subsidiary to the Company or any other
Subsidiary and preferred stock or other preferred equity interests in any
Subsidiary held by the Company or any other Subsidiary; provided that no such
Indebtedness shall be assigned to, or subjected to any Lien in favor of, a
Person other than the Company or a Subsidiary;

          (d) Indebtedness incurred to finance the acquisition, construction or
improvement of any fixed or capital assets acquired, constructed or improved by
the Company or any Subsidiary, and Refinancing Indebtedness in respect of such
Indebtedness; provided that such Indebtedness is incurred prior to or within 180
days after such acquisition or the completion of such construction or
improvement and does not exceed the cost of acquiring, constructing or improving
such fixed or capital assets;

          (e) Indebtedness, preferred stock or preferred equity interests of any
Person that becomes a Subsidiary after the date hereof; provided that such
Indebtedness, preferred stock or preferred equity interests shall exist at the
time such Person becomes a Subsidiary, shall not be created in contemplation of
or in connection with such Person becoming a Subsidiary and shall not be secured
by any Liens other than Liens permitted under Section 6.02(e), and Refinancing
Indebtedness in respect of such Indebtedness;

          (f) Indebtedness of any Subsidiary as an account party in respect of
letters of credit backing obligations that do not constitute Indebtedness;

          (g) Indebtedness deemed to exist in connection with any sale and
lease-back transaction permitted under Section 6.03; and

          (h) other Indebtedness not expressly permitted by clauses (a) through
(g) above; provided that the sum, without duplication, of (i) the outstanding
Indebtedness permitted solely by this clause (h), (ii) the aggregate principal
amount of the outstanding Indebtedness secured by Liens and the outstanding
Securitization Transactions permitted solely by Section 6.02(h) and (iii) the
Attributable Debt in respect of Sale-Leaseback Transactions permitted by Section
6.03 does not at any time exceed the Basket Amount.

          SECTION 6.02. Liens. The Company will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

               (a) any Liens securing the Obligations;

               (b) Permitted Liens;

               (c) any Lien securing Indebtedness permitted under Section
     6.01(c);

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                                                                              63


               (d) any Lien on any property or asset of the Company or any
     Subsidiary or proceeds thereof existing on the date hereof (and any
     replacement Lien securing permitted extensions, renewals and replacements
     of the obligations secured by any such Lien); provided that (i) such Lien
     shall not apply to any other property or asset of the Company or any
     Subsidiary and (ii) such Lien shall secure only those obligations which it
     secures on the date hereof and extensions, renewals and replacements
     thereof that do not increase the outstanding principal amount thereof;

               (e) any Lien existing on any property or asset prior to the
     acquisition thereof by the Company or any Subsidiary or existing on any
     property or asset of any Person that becomes a Subsidiary after the date
     hereof prior to the time such Person becomes a Subsidiary; provided that
     (i) such Lien is not created in contemplation of or in connection with such
     acquisition or such Person becoming a Subsidiary, as the case may be, (ii)
     such Lien shall not apply to any other property or assets of the Company or
     any Subsidiary and (iii) such Lien shall secure only those obligations
     which it secures on the date of such acquisition or the date such Person
     becomes a Subsidiary, as the case may be, and extensions, renewals and
     replacements thereof that do not increase the outstanding principal amount
     thereof;

               (f) Liens on fixed or capital assets acquired, constructed or
     improved by the Company or any Subsidiary securing Indebtedness incurred to
     finance such acquisition, construction or improvement; provided that (i)
     such Liens and the Indebtedness secured thereby are incurred prior to or
     within 180 days after such acquisition or the completion of such
     construction or improvement, as the case may be, (ii) the Indebtedness
     secured thereby does not exceed the cost of acquiring, constructing or
     improving such fixed or capital assets and (iii) such Liens shall not apply
     to any other property or assets of the Company or any Subsidiary;

               (g) Liens deemed to exist in connection with Sale-Leaseback
     transactions permitted under Section 6.03; and

               (h) other Liens on assets other than Equity Interests in
     Subsidiaries securing or deemed to exist in connection with Indebtedness,
     and sales of accounts receivable and rights in respect thereof pursuant to
     Securitization Transactions; provided that the sum, without duplication, of
     (i) the aggregate principal amount of the outstanding Indebtedness secured
     by Liens and the outstanding Securitization Transactions permitted solely
     by this clause (g), (ii) the outstanding Indebtedness permitted solely by
     Section 6.01(h) and (iii) the Attributable Debt in respect of
     Sale-Leaseback Transactions permitted by Section 6.03 does not at any time
     exceed the Basket Amount.

          SECTION 6.03. Sale and Lease Back Transactions. The Company will not,
and will not permit any Subsidiary to, enter into any Sale-Leaseback Transaction
except (a) a Sale-Leaseback Transaction between the Company and a Subsidiary or
between Subsidiaries, and (b) to the extent the sum, without duplication, of (i)
the Attributable Debt with respect to all such Sale-Leaseback Transactions in
effect at any time, (ii) the outstanding Indebtedness permitted solely by
Section 6.01(h) and (iii) the aggregate principal amount of the outstanding
Indebtedness secured by Liens and the outstanding Securitization Transactions
permitted solely by Section 6.02(h) does not at any time exceed the Basket
Amount.

          SECTION 6.04. Fundamental Changes. (a) The Company will not, and will
not permit any Subsidiary to, merge or consolidate with any other Person, or
permit any other Person to merge or consolidate with it, or sell, transfer,
lease or otherwise dispose of (in one

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                                                                              64


transaction or in a series of transactions) any substantial portion of its
assets, or acquire all or substantially all the equity interests or assets of
any other Person or assets constituting a division or other business unit, or
liquidate or dissolve, except that (i) any Subsidiary may merge into the Company
or any other Subsidiary; (ii) any Subsidiary may sell, lease or otherwise
transfer all or any part of its assets to the Company or to another Subsidiary,
including by liquidation or dissolution; (iii) the Company and the Subsidiaries
may (A) sell, transfer, lease or otherwise dispose of inventory and worn out or
obsolete equipment in the ordinary course of business and (B) sell other assets
(including through one or more mergers of Subsidiaries) so long as the greater
of the aggregate book value and the aggregate fair market value of the assets
sold pursuant to this clause (B) during any fiscal year of the Company does not
exceed 5% of the Consolidated Assets of the Company and the Subsidiaries as of
the end of the immediately preceding fiscal year; and (iv) the Company or any
Subsidiary may acquire all or substantially all the equity interests or assets
of any other Person or assets constituting a division or other business unit,
including through a merger of any Person with the Company or a Subsidiary;
provided, that (A) in the case of any such acquisition involving a merger to
which the Company is a party, the Company shall be the surviving or resulting
corporation and (B) in the case of any Material Acquisition, (1) no Default
shall exist after giving effect to such acquisition, and (2) the Company shall
be in compliance on a pro forma basis with the covenants set forth in Sections
6.06 and 6.07 as of the end of and for the most recent period of four fiscal
quarters for which financial statements shall have been delivered pursuant to
Section 5.01, giving effect to such acquisition and any related incurrence or
repayment of Indebtedness as if it had occurred at the beginning of such period
(and the Company shall have delivered to the Administrative Agent a certificate
of a Financial Officer setting forth computations demonstrating such pro forma
compliance).

          (b) The Company will not, and will not permit any Subsidiary to,
engage to any material extent in any business other than businesses of the type
conducted by the Company and the Subsidiaries on the date of this Agreement and
businesses reasonably related thereto.

          SECTION 6.05. Restrictive Agreements. The Company will not, nor will
it permit any Subsidiary to, directly or indirectly, enter into, incur or permit
to exist any agreement or other arrangement that prohibits, restricts or imposes
any condition upon the ability of any Subsidiary to pay dividends or other
distributions with respect to its shares of capital stock or other equity
interests or to make or repay loans or advances to the Company or any other
Subsidiary; provided that (a) the foregoing shall not apply to restrictions and
conditions imposed by law or by any Credit Document, (b) the foregoing shall not
apply to restrictions and conditions existing on the date hereof and identified
on Schedule 6.05 (but shall apply to any extension or renewal, or any amendment
or modification expanding the scope, of any such restriction or condition) and
(c) the foregoing shall not apply to customary restrictions and conditions that
are contained in any agreement for the sale of any asset or Subsidiary in a
transaction permitted by this Agreement and applicable only to the asset or
Subsidiary that is to be sold.

          SECTION 6.06. Interest Coverage Ratio. The Company will not permit the
ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense, in each
case for any period of four consecutive fiscal quarters, to be less than 4.00 to
1.00.

          SECTION 6.07. Consolidated Total Debt to Consolidated EBITDA Ratio.
The Company will not at any time permit the ratio of (a) Consolidated Total
Indebtedness at such time to (b) Consolidated EBITDA for the most recently ended
period of four consecutive fiscal quarters to be greater than 3.25 to 1.00.

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                                                                              65


                                   ARTICLE VII

                                Events of Default

          If any of the following events ("Events of Default") shall occur:

               (a) any Borrower shall fail to pay any principal of any Loan or
     any BA or any reimbursement obligation in respect of any LC Disbursement
     when and as the same shall become due and payable, whether at the due date
     thereof or at a date fixed for prepayment thereof or otherwise;

               (b) any Borrower shall fail to pay any interest on any Loan or
     any fee or any other amount (other than an amount referred to in clause (a)
     of this Article) payable under this Agreement, when and as the same shall
     become due and payable, and such failure shall continue unremedied for a
     period of three Business Days;

               (c) any representation or warranty or statement made or deemed
     made by or on behalf of the Company or any Subsidiary in or in connection
     with any Credit Document or any amendment or modification thereof or waiver
     thereunder, or any report, certificate, financial statement or other
     document furnished pursuant to or in connection with any Credit Document or
     any amendment or modification thereof or waiver thereunder, shall prove to
     have been incorrect in any material respect when made or deemed made;

               (d) the Company or any Borrower shall fail to observe or perform
     any covenant, condition or agreement contained in Section 5.02, 5.03 (with
     respect to the existence of any Borrower) or 5.08 or in Article VI;

               (e) any Credit Party shall fail to observe or perform any
     covenant, condition or agreement contained in this Agreement (other than
     those specified in clause (a), (b) or (d) of this Article), and such
     failure shall continue unremedied for a period of 30 days after notice
     thereof from the Administrative Agent to the Company (which notice will be
     given at the request of any Lender);

               (f) the Company or any Subsidiary shall fail to make any payment
     (whether of principal or interest and regardless of amount) in respect of
     any Material Indebtedness at the maturity date thereof;

               (g) any event or condition occurs that results in any Material
     Indebtedness becoming due prior to its scheduled maturity or that enables
     or permits (with or without the giving of notice, lapse of time or both)
     the holder or holders of any Material Indebtedness or any trustee or agent
     on its or their behalf to cause any Material Indebtedness to become due, or
     to require the prepayment, repurchase, redemption or defeasance thereof,
     prior to its scheduled maturity, or that results in the termination or
     unwinding of, or permits any purchaser or other counterparty to terminate
     or unwind (with or without the giving of notice, the lapse of time or
     both), prior to its scheduled termination, any Securitization Transaction
     constituting, or any Hedging Agreement the obligations of which constitute,
     Material Indebtedness; provided that this clause (g) shall not apply to
     secured Indebtedness that becomes due as a result of the voluntary sale or
     transfer of the property or assets securing such Indebtedness;

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                                                                              66


               (h) an involuntary proceeding shall be commenced or an
     involuntary petition shall be filed seeking (i) liquidation, reorganization
     or other relief in respect of any Borrower or any Material Subsidiary or
     its debts, or of a substantial part of its assets, under any Federal, state
     or foreign bankruptcy, insolvency, receivership or similar law now or
     hereafter in effect, (ii) the appointment of a receiver, trustee,
     custodian, sequestrator, conservator or similar official for any Borrower
     or any Material Subsidiary or for a substantial part of its assets or (iii)
     a declaration that the Company or any Material Subsidiary is en desastre,
     or proceedings are commenced in saise or an initial vesting is declared
     over the Borrower or any Material Subsidiary or over the assets of the
     Borrower or any Material Subsidiary, and, in any such case, such proceeding
     or petition shall continue undismissed for 60 days or an order or decree
     approving, ordering or declaring any of the foregoing shall be entered;

               (i) any Borrower or any Material Subsidiary shall (i) voluntarily
     commence any proceeding or file any petition seeking liquidation,
     reorganization or other relief under any Federal, state or foreign
     bankruptcy, insolvency, receivership or similar law now or hereafter in
     effect or seeking a declaration that the Company or any Material Subsidiary
     is en desastre, (ii) consent to the institution of, or fail to contest in a
     timely and appropriate manner, any proceeding or petition described in
     clause (h) of this Article, (iii) apply for or consent to the appointment
     of a receiver, trustee, custodian, sequestrator, conservator or similar
     official for any Borrower or any other Material Subsidiary or for a
     substantial part of its assets, (iv) file an answer admitting the material
     allegations of a petition filed against it in any such proceeding, (v) make
     a general assignment for the benefit of creditors or (vi) take any action
     for the purpose of effecting any of the foregoing;

               (j) any Borrower or any Material Subsidiary shall admit in
     writing its inability, or fail generally, to pay its debts as they become
     due;

               (k) one or more judgments for the payment of money in an
     aggregate amount in excess of US$25,000,000 shall be rendered against any
     Borrower, any other Subsidiary or any combination thereof and the same
     shall remain undischarged, unsettled or unpaid for a period of 30
     consecutive days during which execution shall not be effectively stayed, or
     any action shall be legally taken by a judgment creditor to attach or levy
     upon any material assets of the Borrower or any other Subsidiary to enforce
     any one or more judgments in such aggregate amount and such action shall
     not have been promptly stayed;

               (l) an ERISA Event, or any event or condition in connection with
     any pension or other employee benefit plan subject to the laws of a
     jurisdiction other than the United States, shall have occurred or shall
     exist that, in the opinion of the Required Lenders, when taken together
     with all other ERISA Events and other such events and conditions, could
     reasonably be expected to result in a Material Adverse Effect.;

               (m) the guarantee of the Company under Article X shall cease to
     be, or shall be asserted by the Company not to be, a legal, valid or
     binding obligation of the Company;

               (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Company
or any Borrower described in clause (h) or (i) of this Article), and at any time
thereafter during the continuance of

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                                                                              67


such event, the Administrative Agent may, and at the request of the Required
Lenders shall, by notice to the Company, take either or both of the following
actions, at the same or different times: (i) terminate the Commitments, and
thereupon the Commitments shall terminate immediately and (ii) declare the Loans
and all payment obligations of the Borrowers in respect of BAs then outstanding
to be due and payable in whole (or in part, in which case any principal not so
declared to be due and payable may thereafter be declared to be due and
payable), and thereupon the principal of the Loans and all payment obligations
of the Borrowers in respect of BAs so declared to be due and payable, together
with accrued interest thereon and all fees and other obligations of the
Borrowers accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrowers; and in case of any event with respect to any
Borrower or any Subsidiary described in clause (h) or (i) of this Article, the
Commitments shall automatically terminate and the principal of the Loans and all
payment obligations of the Borrowers in respect of BAs then outstanding,
together with accrued interest thereon and all fees and other obligations of the
Borrowers accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrowers.

                                  ARTICLE VIII

                                   The Agents

          Each of the Lenders and Issuing Banks hereby irrevocably appoints the
Agents as its agents and authorizes the Agents to take such actions on its
behalf and to exercise such powers as are delegated to the Agents by the terms
of the Credit Documents, together with such actions and powers as are reasonably
incidental thereto.

          Any Person serving as an Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not an Agent, and such Person and its Affiliates may
accept deposits from, lend money to and generally engage in any kind of business
with the Company or any Subsidiary or other Affiliate thereof as if it were not
an Agent hereunder.

          The Agents shall not have any duties or obligations except those
expressly set forth in the Credit Documents. Without limiting the generality of
the foregoing, (a) the Agents shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing,
(b) the Agents shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Credit Documents that the Agents are required to
exercise in writing as directed by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 11.02) and (c) except as expressly set forth in the Credit
Documents, the Agents shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Company or
any of the Subsidiaries that is communicated to or obtained by them or any of
their Affiliates in any capacity. The Agents shall not be liable to any Lender
or Issuing Bank for any action taken or not taken by them with the consent or at
the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
11.02) or in the absence of their own gross negligence or wilful misconduct.
Each Agent shall be deemed not to have knowledge of any Default unless and until
written notice thereof is given to such Agent by the Company or a Lender, and
the Agents shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with
any Credit Document, (ii) the contents of any certificate, report or other

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                                                                              68


document delivered thereunder or in connection therewith, (iii) the performance
or observance of any of the covenants, agreements or other terms or conditions
set forth in any Credit Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Credit Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Credit Document, other than to confirm receipt of
items expressly required to be delivered to such Agent.

          Each Agent shall be entitled to rely upon, and shall not incur any
liability to any Lender or Issuing Bank for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. Each
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. Each Agent may consult with legal counsel (who
may be counsel for any Borrower), independent accountants and other experts
selected by it, and shall not be liable to any Lender or Issuing Bank for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

          Each Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by it. Each Agent
and any such sub-agent may perform any and all its duties and exercise its
rights and powers through its respective Related Parties. The exculpatory
provisions of the preceding paragraphs and the provisions of Section 11.03 shall
apply to any such sub-agent and to the Related Parties of each Agent and any
such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Agent.

          Subject to the appointment and acceptance of a successor Agent as
provided in this paragraph, each Agent may resign at any time by notifying the
other Agents, the Lenders, the Issuing Banks and the Company. Upon any such
resignation, the Required Lenders (in the case of a resignation by the
Administrative Agent) or the Administrative Agent (in the case of a resignation
by any other Agent) shall have the right, in consultation with the Company and,
so long as no Event of Default shall have occurred and be continuing, with the
Company's prior consent (which shall not be unreasonably withheld), to appoint a
successor. If no successor Agent shall have been so appointed and shall have
accepted such appointment within 30 days after the retiring Agent gives notice
of its resignation, then the retiring Agent may, on behalf of the Lenders and
the Issuing Banks, appoint a successor Agent which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank, that is
reasonably acceptable to the Company. Upon the acceptance of its appointment as
Agent hereunder by a successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Company to a successor Agent shall be the
same as those payable to its predecessor unless otherwise agreed between the
Company and such successor. After an Agent's resignation hereunder, the
provisions of this Article and Section 11.03 shall continue in effect for the
benefit of such retiring Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while it was acting as Agent.

          Each Lender acknowledges that it has, independently and without
reliance upon any Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon any Agent or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based

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                                                                              69


upon this Agreement, any other Credit Document or any related agreement or any
document furnished hereunder or thereunder.

          The parties agree that none of the Joint Lead Arrangers and Joint
Bookrunners and the Syndication Agent named on the cover page of this Agreement
shall, in such capacities, have any powers, duties or responsibilities under
this Agreement or any other Credit Document.

                                   ARTICLE IX

                         Collection Allocation Mechanism

          On the CAM Exchange Date, (a) the Commitments shall automatically and
without further act be terminated as provided in Article VII and (b) the Lenders
shall automatically and without further act be deemed to have made reciprocal
purchases of interests in the Designated Obligations such that, in lieu of the
interests of each Lender in the particular Designated Obligations that it shall
own as of such date and immediately prior to the CAM Exchange, such Lender shall
own an interest equal to such Lender's CAM Percentage in each Designated
Obligation. It is understood and agreed that Lenders holding interests in BAs
immediately prior to the CAM Exchange shall discharge their obligations with
respect to the payment of such BAs at the maturity thereof in exchange for the
interests acquired by such Lenders in funded Loans in the CAM Exchange. Each
Lender, each person acquiring a participation from any Lender as contemplated by
Section 11.04 and each Credit Party hereby consents and agrees to the CAM
Exchange. Each Credit Party and each Lender agrees from time to time to execute
and deliver to the Agents all such promissory notes and other instruments and
documents as the Administrative Agent shall reasonably request to evidence and
confirm the respective interests and obligations of the Lenders after giving
effect to the CAM Exchange, and each Lender agrees to surrender any promissory
notes originally received by it hereunder to the Administrative Agent against
delivery of any promissory notes so executed and delivered; provided that the
failure of any Borrower to execute or deliver or of any Lender to accept any
such promissory note, instrument or document shall not affect the validity or
effectiveness of the CAM Exchange.

          As a result of the CAM Exchange, on and after the CAM Exchange Date,
each payment received by an Agent pursuant to any Credit Document in respect of
the Designated Obligations shall be distributed to the Lenders pro rata in
accordance with their respective CAM Percentages (to be redetermined as of each
such date of payment or distribution to the extent required by the next
paragraph).

          In the event that, after the CAM Exchange, the aggregate amount of the
Designated Obligations shall change as a result of the making of an LC
Disbursement by an Issuing Bank that is not reimbursed by the applicable
Borrower, then (a) each Tranche A Lender shall, in accordance with Section
2.05(d), promptly purchase from the applicable Issuing Bank a participation in
such LC Disbursement in the amount of such Lender's Tranche A Percentage of such
LC Disbursement (without giving effect to the CAM Exchange), (b) the
Administrative Agent shall redetermine the CAM Percentages after giving effect
to such LC Disbursement and the purchase of participations therein by the
applicable Lenders, and the Lenders shall automatically and without further act
be deemed to have made reciprocal purchases of interests in the Designated
Obligations such that each Lender shall own an interest equal to such Lender's
CAM Percentage in each of the Designated Obligations and (c) in the event
distributions shall have been made in accordance with the preceding paragraph,
the Lenders shall make such payments to one another as shall be necessary in
order that the amounts received by them shall be equal to the amounts they would
have received had each LC Disbursement been outstanding

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                                                                              70


immediately prior to the CAM Exchange. Each such redetermination shall be
binding on each of the Lenders and their successors and assigns and shall be
conclusive absent manifest error.

                                    ARTICLE X

                                    Guarantee

          In order to induce the Lenders to extend credit to the Borrowing
Subsidiaries hereunder, the Company hereby irrevocably and unconditionally
guarantees, as a primary obligor and not merely as a surety, the payment when
and as due of the Obligations of the Borrowing Subsidiaries. The Company further
agrees that the due and punctual payment of such Obligations may be extended or
renewed, in whole or in part, without notice to or further assent from it, and
that it will remain bound upon its guarantee hereunder notwithstanding any such
extension or renewal of any such Obligation.

          The Company waives presentment to, demand of payment from and protest
to any Borrowing Subsidiary of any of the Obligations, and also waives notice of
acceptance of its obligations and notice of protest for nonpayment. The Company
further waives any rights it may have at law, including the droit de discussion
or any other right it may otherwise have had of requiring the Lenders and the
Agents to pursue the Borrowing Subsidiaries or any other person prior to
enforcing the Guarantee or before any action is taken hereunder against it, or
any other right whether known as the droit de division or otherwise whereby the
liability of the Company might otherwise have been reduced in any matter
whatsoever or apportioned with any other guarantor or any other person. The
obligations of the Company hereunder shall not be affected by (a) the failure of
any Agent or Lender to assert any claim or demand or to enforce any right or
remedy against any Borrowing Subsidiary under the provisions of this Agreement,
any other Credit Document or otherwise, (b) any extension or renewal of any of
the Obligations, (c) any rescission, waiver, amendment or modification of, or
release from, any of the terms or provisions of this Agreement or any other
Credit Document or agreement, (d) any default, failure or delay, wilful or
otherwise, in the performance of any of the Obligations, (e) any decree or
order, or any law or regulation of any jurisdiction or event affecting any term
of an Obligation or (f) any other act, omission or delay to do any other act
which may or might in any manner or to any extent vary the risk of the Company
or otherwise operate as a discharge of a guarantor as a matter of law or equity
or which would impair or eliminate any right of the Company to subrogation or
any other circumstance that might constitute a defense of the Company or any
other Borrower.

          The Company further agrees that its agreement hereunder constitutes a
guarantee of payment when due (whether or not any bankruptcy or similar
proceeding shall have stayed the accrual or collection of any of the Obligations
or operated as a discharge thereof) and not merely of collection, and waives any
right to require that any resort be had by any Agent or Lender to any balance of
any deposit account or credit on the books of any Agent or Lender in favor of
any Borrower or any other Person.

          The obligations of the Company hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason (other than the
indefeasible payment in full of all the Obligations), and shall not be subject
to any defense or set-off, counterclaim, recoupment or termination whatsoever,
by reason of the invalidity, illegality or unenforceability of any of the
Obligations, any impossibility in the performance of any of the Obligations or
otherwise (other than for the indefeasible payment in full of all the
Obligations).

          The Company further agrees that its obligations hereunder shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any

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                                                                              71


Obligation is rescinded or must otherwise be restored by any Agent or Lender
upon the bankruptcy or reorganization of any Borrowing Subsidiary or otherwise.

          In furtherance of the foregoing and not in limitation of any other
right any Agent or Lender may have at law or in equity against the Company by
virtue hereof, upon the failure of any Borrowing Subsidiary to pay any
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, the Company hereby
promises to and will, upon receipt of written demand by any Agent or Lender,
forthwith pay, or cause to be paid, to the Applicable Agent or Lender in cash an
amount equal to the unpaid principal amount of such Obligation then due,
together with accrued and unpaid interest thereon. The Company further agrees
that if payment in respect of any Obligation shall be due in a currency other
than US Dollars and/or at a place of payment other than New York and if, by
reason of any Change in Law, disruption of currency or foreign exchange markets,
war or civil disturbance or other event, payment of such Obligation in such
currency or at such place of payment shall be impossible or, in the reasonable
judgment of any Agent or Lender, not consistent with the protection of its
rights or interests, then, at the election of the Administrative Agent, the
Company shall make payment of such Obligation in US Dollars (based upon the
applicable Exchange Rate in effect on the date of payment) and/or in New York,
and shall indemnify each Agent and Lender against any losses or reasonable
out-of-pocket expenses that it shall sustain as a result of such alternative
payment.

          Upon payment by the Company of any sums as provided above, all rights
of the Company against any Borrowing Subsidiary arising as a result thereof by
way of right of subrogation or otherwise shall in all respects be subordinate
and junior in right of payment to the prior indefeasible payment in full of all
the Obligations owed by such Borrowing Subsidiary to the Agents, the Issuing
Bank and the Lenders.

                                   ARTICLE XI

                                  Miscellaneous

          SECTION 11.01. Notices. (a) Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by facsimile, as follows:

               (i) if to the Company, to it in care of Amdocs Limited, Suite 5,
     Tower Hill House Le Bordage, St. Peter Port, Island of Guernsey GYI 3QT,
     Channel Islands, with a copy to Amdocs, Inc., 1390 Timberlake Manor
     Parkway, Chesterfield, Missouri 63017;

               (ii) if to any Borrower (other than the Company), to it in care
     of the Company as provided in clause (i) above;

               (iii) if to the Administrative Agent, JPMorgan Chase Bank, N.A.,
     in its capacity as a Swingline Lender or JPMorgan Chase Bank, N.A., in its
     capacity as Issuing Bank, to JPMorgan Chase Bank, N.A., Loan and Agency
     Services Group, 1111 Fannin, Floor 10, Houston, TX 77002, Attention of
     Maria Arredondo (Fax No. (713) 750-2358), with a copy to JPMorgan Chase
     Bank, N.A., 270 Park Avenue, New York, New York 10017, Attention of Shari
     Stern (Fax No. (212) 623 - 1310);

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                                                                              72


               (iv) if to the London Agent, to J. P. Morgan Europe Limited, 125
     London Wall, London EC2Y 5AJ, Attention of Agency Department (Fax No. 44
     -207-777-2360), with a copy to the Administrative Agent as provided under
     clause (iii) above;

               (v) if to the Canadian Agent, to JPMorgan Chase Bank, N.A.,
     Toronto Branch, 200 Bay Street, Royal Bank Plaza, South Tower, 18th Floor,
     Toronto, Ontario M5J 2J2 Canada, Attention of Amanda Vidulich (Fax No.
     (416) 981-9128), with a copy to the Administrative Agent as provided under
     clause (iii) above; and

               (vi) if to any other Issuing Bank or Lender, to it at its address
     (or facsimile number) set forth in its Administrative Questionnaire.

          (b) Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Agents; provided that the foregoing shall not apply to notices
pursuant to Article II unless otherwise agreed by the Applicable Agent and the
applicable Lender. Any Agent or Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures
may be limited to particular notices or communications.

          (c) Any party hereto may change its address or facsimile number for
notices and other communications hereunder by notice to the other parties
hereto. All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

          SECTION 11.02. Waivers; Amendments. (a) No failure or delay by any
Agent, any Issuing Bank or any Lender in exercising any right or power hereunder
or under any other Credit Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Agents, the Issuing Banks and the Lenders hereunder and
under the other Credit Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of
any Credit Document or consent to any departure by any Credit Party therefrom
shall in any event be effective unless the same shall be permitted by paragraph
(b) of this Section, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan, acceptance and purchase of a
BA or issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether any Agent, any Lender or any Issuing Bank may
have had notice or knowledge of such Default at the time.

          (b) None of this Agreement, any Credit Document or any provision
hereof or thereof may be waived, amended or modified except, in the case of this
Agreement, pursuant to an agreement or agreements in writing entered into by the
Company and the Required Lenders or, in the case of any other Credit Document,
pursuant to an agreement or agreements in writing entered into by the
Administrative Agent and the Credit Party or Credit Parties that are parties
thereto, in each case with the consent of the Required Lenders; provided that no
such agreement shall (i) increase any Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan,
payment obligation in respect of a BA or LC Disbursement or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby, (iii) postpone the maturity of any Loan
or BA, or the required date of reimbursement of any LC Disbursement, or any date
for the payment of any principal, interest or fees payable hereunder, or reduce
the amount of, waive or excuse any

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                                                                              73


such payment, or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender affected thereby, (iv) change Section
2.18(b) or (c) in a manner that would alter the pro rata sharing of payments
required thereby, without the written consent of each Lender, (v) change any of
the provisions of this Section or the percentage set forth in the definition of
"Required Lenders" or any other provision of any Credit Document specifying the
number or percentage of Lenders (or Lenders of any Class) required to waive,
amend or modify any rights thereunder or make any determination or grant any
consent thereunder, without the written consent of each Lender (or each Lender
of such Class, as the case may be), (vi) release the Company from its Guarantee
under Article X or limit the liability of the Company in respect of such
Guarantee, without the written consent of each Lender or (vii) change any
provision of any Credit Document in a manner that by its terms adversely affects
the rights in respect of payments or prepayments due to Lenders with Commitments
or Obligations of any Class differently than those with Commitments or
Obligations of any other Class, without the written consent of Lenders holding a
majority in interest of the Commitments and outstanding Loans and BAs of the
adversely affected Class; provided further that (i) no such agreement shall
amend, modify or otherwise affect the rights or duties of any Agent or Issuing
Bank or the Swingline Lender without the prior written consent of such Agent or
Issuing Bank or the Swingline Lender, as the case may be, and (ii) any waiver,
amendment or modification of this Agreement that by its terms affects the rights
or duties under this Agreement of one Tranche (but not of all Tranches) may be
effected by an agreement or agreements in writing entered into by the Company
and requisite percentage in interest of the affected Lenders under the
applicable Tranche. Notwithstanding the foregoing, any provision of this
Agreement may be amended by an agreement in writing entered into by the Company,
the Required Lenders and the Administrative Agent (and, if their rights or
obligations are affected thereby, the other Agents, the Issuing Banks and the
Swingline Lender) if (i) by the terms of such agreement the Commitments of each
Lender not consenting to the amendment provided for therein shall terminate upon
the effectiveness of such amendment and (ii) at the time such amendment becomes
effective, each Lender not consenting thereto receives payment in full of the
principal of and interest accrued on each Loan made and BA accepted by it and
all other amounts owing to it or accrued for its account under this Agreement.
For the avoidance of doubt, increases in the Commitments pursuant to Section
2.09(d), extensions of the Maturity Date pursuant to Section 2.09(e) and
terminations of the status of Subsidiaries as Borrowing Subsidiaries pursuant to
Section 2.21 may be effected in accordance with the requirements of, and subject
to the conditions set forth in, such respective Sections and shall not be deemed
to constitute amendments subject to the provisions of this paragraph.

          SECTION 11.03. Expenses; Indemnity; Damage Waiver. (a) The Company
shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents, the
Arrangers and their Affiliates, including the reasonable fees, charges and
disbursements of counsel for the Agents, the Arrangers and their Affiliates, in
connection with the structuring, arrangement and syndication of the credit
facilities provided for herein, the preparation and administration of the Credit
Documents or any amendments, modifications or waivers of the provisions thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing
Banks in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by any Agent, Arranger, Issuing Bank or Lender,
including the fees, charges and disbursements of counsel for such Agent,
Arranger, Issuing Bank or Lender, in connection with the enforcement or
protection of its rights in connection with the Credit Documents, including its
rights under this Section, or in connection with the Loans made, the BAs
accepted and purchased or the Letters of Credit issued hereunder, including all
such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans, BAs or Letters of Credit.

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                                                                              74


          (b) The Company and the other Borrowers shall indemnify each Agent,
Arranger, Issuing Bank and Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,
penalties, liabilities and related expenses, including the reasonable fees,
charges and disbursements of any outside counsel for any Indemnitee, incurred by
or asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the structuring, arrangement and syndication of the credit
facilities provided for herein, (ii) the execution or delivery of any Credit
Document or any other agreement or instrument contemplated hereby, the
performance by the parties to the Credit Documents of their respective
obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (iii) any Loan, BA or Letter of Credit or the
use of the proceeds therefrom (including any refusal by an Issuing Bank to honor
a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iv) any Environmental Liability related in any way to the Company
or any of the Subsidiaries or (v) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether initiated by any
Indemnitee or a third party or whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, penalties, liabilities or related
expenses are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or wilful
misconduct of such Indemnitee or from the breach by such Indemnitee of its
agreements under the Credit Documents (other than unintentional breaches that
are immaterial or that are corrected promptly after they come to the attention
of such Indemnitee). Notwithstanding the foregoing, the indemnification
obligations of each Borrowing Subsidiary (but not of the Company) under this
paragraph (b) will be limited to losses, claims, damages, penalties, liabilities
and related expenses directly related to such Borrowing Subsidiary (including
the execution, delivery and performance of this Agreement by such Borrowing
Subsidiary, the Loans made and Letters of Credit issued for the account of such
Borrowing Subsidiary, the use by such Borrowing Subsidiary of the proceeds of
such Loans and such Letters of Credit and the other Transactions insofar as they
relate to such Borrowing Subsidiary).

          (c) To the extent that the Company or any other Borrower fails to pay
any amount required to be paid by it to any Agent or Issuing Bank or the
Swingline Lender under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to such Agent or Issuing Bank or the Swingline Lender,
as the case may be, such Lender's pro rata share (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against such Agent or Issuing Bank or the Swingline Lender in its
capacity as such. For purposes hereof, a Lender's "pro rata share" shall be
determined based upon its share of the sum of the aggregate Revolving Credit
Exposures and unused Commitments at the time.

          (d) The Borrowers shall not assert, and hereby waive, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan, BA or
Letter of Credit or the use of the proceeds thereof.

          (e) All amounts due under this Section shall be payable promptly after
written demand therefor.

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                                                                              75


          SECTION 11.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of any Issuing Bank that issues any Letter of Credit), 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
Issuing Bank (and any attempted assignment or transfer by any Borrower without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby (including any
Affiliate of any Issuing Bank that issues any Letter of Credit) and, to the
extent expressly contemplated hereby, the Related Parties of each of the Agents,
the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

          (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment under any Tranche and the Loans and other amounts at the time owing
to it under such Tranche) with the prior written consent (such consent not to be
unreasonably withheld) of:

          (A) the Company; provided that no consent of the Company shall be
     required for an assignment to a Lender, an Affiliate of a Lender, an
     Approved Fund (except to the extent such assignment to an Affiliate or
     Approved Fund will result in an increase in the payments required to be
     made by any Borrower under Section 2.15, 2.17 or 2.20) or, if an Event of
     Default has occurred and is continuing, any other assignee;

          (B) the Administrative Agent;

          (C) each Issuing Bank, in the case of an assignment of a Tranche A
     Commitment; and

          (D) the Swingline Lender.

               (ii) Assignments shall be subject to the following additional
          conditions:

          (A) except in the case of an assignment to a Lender or an Affiliate of
     a Lender or an assignment of the entire remaining amount of any Commitment
     of the assigning Lender, the amount of each Commitment of the assigning
     Lender subject to each such assignment (determined as of the date the
     Assignment and Assumption with respect to such assignment is delivered to
     the Administrative Agent) shall not be less than US$5,000,000 unless each
     of the Company and the Administrative Agent otherwise consent; provided
     that no such consent of the Company shall be required if an Event of
     Default has occurred and is continuing;

          (B) each partial assignment of a Commitment and extensions of credit
     under a Tranche shall be made as an assignment of a proportionate part of
     all the assigning Lender's rights and obligations under such Tranche;

          (C) the parties to each assignment shall execute and deliver to the
     Administrative Agent an Assignment and Assumption, together with a
     processing and recordation fee of $3,500;

          (D) the assignee, if it shall not be a Lender, shall deliver to the
     Administrative Agent an Administrative Questionnaire in which the assignee
     designates one or more

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                                                                              76


     credit contacts to whom all syndicate-level information (which may contain
     material non-public information about the Borrower and its Related Parties
     or their securities) will be made available and who may receive such
     information in accordance with the assignee's compliance procedures and
     applicable laws, including Federal, State and foreign securities laws;

          (E) the assignee shall be able to receive payments of interest from
     the Borrowers under the Tranche or Tranches in which it will participate
     free of withholding taxes referred to in clause (b) or (c), as applicable,
     of the definition of "Excluded Taxes" (other than any such withholding
     taxes resulting from a Change in Law after the Closing Date or any
     withholding taxes imposed by any taxation authority in Switzerland or any
     political subdivision thereof that is payable as a result of the
     unavailability as to such assignee of an exemption for amounts paid to
     banks) and shall have delivered any and all tax certificates required to be
     delivered by it under Section 2.17(e);

          (F) if the assignee is not a bank, the assignor shall have so notified
     the Company (it being agreed that the Company may withhold its consent to
     any assignment under clause (i)(A) above if it determines that the status
     of the proposed assignee as an entity other than a bank could result in the
     applicability of Swiss withholding taxes to payments under this Agreement
     for which the Company or any other Borrower would be required to indemnify
     any Lender); and

          (G) the assignee shall be capable of lending in the applicable
     currencies and to the applicable Borrowers under the Tranche or Tranches in
     which it will participate.

          For purposes of this Section, the term "Approved Fund" has the
following meaning:

          "Approved Fund" means any Person (other than a natural person) that is
engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is
administered or managed by a Lender, an Affiliate of a Lender or an entity or an
Affiliate of an entity that administers or manages a Lender.

          (c) Subject to acceptance and recording thereof pursuant to paragraph
(e) of this Section, from and after the effective date specified in each
Assignment and Assumption the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.15, 2.16, 2.17, 2.20 and 11.03). Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (f) of this Section.

          (d) The Administrative Agent, acting for this purpose as an agent of
the Borrowers, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts 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, the Issuing Banks and the Lenders

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                                                                              77


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 Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by any Borrower, Issuing Bank or Lender at any reasonable time and
from time to time upon reasonable prior notice.

          (e) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph. Following the
effectiveness of any assignment, the Administrative Agent shall, if so
requested, cause promissory notes reflecting such assignment to be issued to the
Assignee and, if applicable, to the Assignor, upon cancellation of any existing
promissory notes originally issued to the Assignor.

          (f) Any Lender may, without the consent of the Company, the
Administrative Agent, the Issuing Banks or any other Lender, sell participations
to one or more banks or other entities (a "Participant") in all or a portion of
such Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitments and its Loans and other extensions of credit
hereunder); provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrowers, the Agents, the Issuing Banks 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 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 the Credit Documents and to
approve any amendment, modification or waiver of any provision of the Credit
Documents; 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 described in the first proviso to Section 11.02(b) that
affects such Participant. Subject to paragraph (g) of this Section, each
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.15, 2.16, 2.17 and 2.20 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to paragraph (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 11.08 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

          (g) A Participant shall not be entitled to receive any greater payment
under Section 2.15, 2.17 or 2.20 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant.
A Participant shall not be entitled to the benefits of Section 2.17 unless the
Company is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrowers, to comply with Section
2.17(e) as though it were a Lender.

          (h) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.

<PAGE>

                                                                              78


          (i) Notwithstanding anything to the contrary contained herein, but
subject to satisfaction of the conditions set forth in Section 11.04(b)(ii)(E)
and (F), any Lender (a "Granting Bank") may grant to a special purpose funding
vehicle (an "SPC") of such Granting Bank, identified as such in writing from
time to time by the Granting Bank to the Administrative Agent and the Company,
the option to provide to any Borrower all or any part of any Loan that such
Granting Bank would otherwise be obligated to make to such Borrower pursuant to
Section 2.01, provided that (i) nothing herein shall constitute a commitment to
make any Loan by any SPC, (ii) if an SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, the Granting Bank shall
be obligated to make such Loan pursuant to the terms hereof, (iii) all amounts
payable by any Borrower to any SPC hereunder in respect of any Loan and the
applicability of the cost protection provisions contained in Section 2.15, 2.16,
2.17 and 2.20 shall be determined as if the Granting Bank had made such Loan and
(iv) any notices given by the Agents, the Borrowers and the other Lenders with
respect to any Loan provided by a SPC may be given to the Granting Bank and the
Granting Bank shall have the authority to act on behalf of the SPC with respect
to such Loans and/or notices. The making of Loans and other extensions of credit
by a SPC hereunder shall be deemed to utilize the Commitments of the Granting
Bank to the same extent, and as if, such Loans and other extensions of credit
were made by the Granting Bank. Each party hereto hereby agrees that no SPC
shall be liable for any payment under this Agreement for which a Lender would
otherwise be liable, for so long as, and to the extent, the related Granting
Bank makes such payment. In furtherance of the foregoing, each party hereto
hereby agrees that, prior to the date that is one year and one day after the
payment in full of all outstanding senior indebtedness of any SPC, it will not
institute against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or similar proceedings under the laws of the United States or any State thereof.
In addition, notwithstanding anything to the contrary contained in this Section,
any SPC may assign all or a portion of its interests in any Loans and other
extensions of credit to its Granting Bank or to any financial institutions
providing liquidity and/or credit facilities to or for the account of such SPC
to fund the Loans and other extensions of credit made by such SPC or to support
the securities (if any) issued by such SPC to fund such Loans and other
extensions of credit.

          SECTION 11.05. Survival. All covenants, agreements, representations
and warranties made by the Credit Parties in the Credit Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Credit Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Credit Documents and the making of any Loans, the acceptance and
purchase of any BAs and the issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that any Agent, Issuing Bank or Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid or any Letter of Credit
is outstanding and so long as the Commitments have not expired or terminated.
The provisions of Sections 2.15, 2.16, 2.17, 2.20 and 11.03 and Article VIII
shall survive and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment of the Loans and BAs, the
expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof.

          SECTION 11.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Credit Documents and any separate letter agreements with

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                                                                              79


respect to fees payable to the Agents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Agents and when the
Administrative Agent shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by facsimile or other electronic imaging
means shall be effective as delivery of a manually executed counterpart of this
Agreement.

          SECTION 11.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 11.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of any
Borrower against any of and all the obligations of such Borrower now or
hereafter existing under this Agreement or any other Credit Document held by
such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may have.

          SECTION 11.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

          (b) Each Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to any
Credit Document, or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all claims
in respect of any such action or proceeding may be heard and determined in such
New York State or, to the extent permitted by law, in such Federal court. Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Agreement or any other Credit Document shall affect any right that any Agent,
Issuing Bank or Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Credit Document against any Borrower or
its properties in the courts of any jurisdiction.

          (c) Each Borrower hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or any other Credit
Document in any court referred to in paragraph (b) of this Section. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

<PAGE>

                                                                              80


          (d) Each Credit Party has appointed CT Corporation System, 111 Eighth
Avenue, 13th Floor, New York, New York, 10011, as its authorized agent (the
"Authorized Agent") upon whom process may be served in any action arising out of
or based on this Agreement or any other Credit Document which may be instituted
in any court referred to in clause (b) of this Section by any Agent, Issuing
Bank or Lender or their Affiliates, and waives any other requirements of or
objections to personal jurisdiction with respect thereto. Such appointment shall
be irrevocable. Each Credit Party represents and warrants that the Authorized
Agent has agreed to act as such agent for service of process and agrees to take
any and all action, including the filing of any and all documents and
instruments, that may be necessary to continue such appointment in full force
and effect as aforesaid. Service of process upon the Authorized Agent and
written notice of such service to the applicable Credit Party shall be deemed,
in every respect, effective service of process upon such Credit Party.

          (e) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 11.01. Nothing in the
Agreement or any other Credit Document will affect the right of any party to
this Agreement to serve process in any other manner permitted by law.

          SECTION 11.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.

          SECTION 11.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 11.12. Confidentiality. Each Agent, Issuing Bank and Lender
agrees to maintain the confidentiality of the Information (as defined below),
and will not use such confidential Information for any purpose or in any manner
except in connection with this Agreement, except that Information may be
disclosed (a) to its and its Affiliates' directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any governmental,
supervisory or regulatory authority (it being agreed that, except in the case of
a request by a bank supervisory or regulatory authority, such Agent, Issuing
Bank or Lender will to the extent reasonably practicable and permitted by law
provide the Company with prior notice of such disclosure and an opportunity to
request confidential treatment from such authority), (c) to the extent required
by applicable laws or regulations or by any subpoena or similar legal process
(it being agreed that such Agent, Issuing Bank or Lender will to the extent
reasonably practicable and permitted by law provide the Company with prior
notice of such disclosure), (d) to any other party to this Agreement, (e) in
connection with the exercise of any
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                                                                              81


remedies hereunder or any suit, action or proceeding relating to this Agreement
or any other Credit Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any Hedging Agreement or other derivative transaction relating to
the Company or any Subsidiary and its obligations, (g) with the written consent
of the Company or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or any other
confidentiality agreement to which it is party with the Company or any
Subsidiary or (ii) becomes available to such Agent, Issuing Bank or Lender on a
nonconfidential basis from a source other than the Company. For the purposes of
this Section, "Information" means all confidential information received from the
Company relating to the Company or its businesses, other than any such
information that is available to any Agent, Issuing Bank or Lender on a
nonconfidential basis prior to disclosure by the Company. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

          SECTION 11.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any
extension of credit hereunder, together with all fees, charges and other amounts
which are treated as interest on such extension of credit under applicable law
(collectively the "Charges"), shall exceed the maximum lawful rate (the "Maximum
Rate") which may be contracted for, charged, taken, received or reserved by the
Lender that made such extension of credit in accordance with applicable law, the
rate of interest payable in respect of such extension of credit hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such extension of credit but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other extensions of credit or
periods shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective
Rate to the date of repayment, shall have been received by such Lender.

          SECTION 11.14. U.S.A. PATRIOT Act. Each Lender hereby notifies the
Borrowers that pursuant to the requirements of the USA Patriot Act, it is
required to obtain, verify and record information that identifies the Borrowers,
which information includes the names and addresses of the Borrowers and other
information that will allow such Lender to identify the Borrowers in accordance
with the USA Patriot Act.

          SECTION 11.15. Non-Public Information. (a) Each Lender acknowledges
that all information furnished to it pursuant to this Agreement by the Credit
Parties or on their behalf and relating to the Company, the Subsidiaries or
their businesses may include material non-public information concerning the
Company and the Subsidiaries or their securities, and confirms that it has
developed compliance procedures regarding the use of material non-public
information and that it will handle such material non-public information in
accordance with the procedures and applicable law, including Federal, state and
foreign securities laws.

          (b) All such information, including requests for waivers and
amendments, furnished by the Credit Parties or the Administrative Agent pursuant
to, or in the course of administering, this Agreement will be syndicate-level
information, which may contain material non-public information about the Company
and the Subsidiaries and their securities.

<PAGE>

                                                                              82


Accordingly, each Lender represents to the Credit Parties and the Administrative
Agent that it has identified in its Administrative Questionnaire a credit
contact who may receive information that may contain material non-public
information in accordance with its compliance procedures and applicable law,
including Federal, state and foreign securities laws.

          SECTION 11.16. No Fiduciary Duty. Each Credit Party agrees that in
connection with all aspects of the Transactions and any communications in
connection therewith, the Company and its Affiliates, on the one hand, and the
Agents, the Arrangers, the Issuing Banks, the Lenders and their Affiliates, on
the other hand, will have a business relationship that does not create, by
implication or otherwise, any fiduciary duty on the part of the Agents, the
Arrangers, the Issuing Banks, the Lenders or their Affiliates, and no such duty
will be deemed to have arisen in connection with any such Transactions or
communications.

          SECTION 11.17. Senior Indebtedness. In the event that any Credit Party
shall at any time issue or have outstanding any Subordinated Indebtedness, such
Credit Party shall take all such actions as shall be necessary under the terms
of such Subordinated Indebtedness to cause the Obligations of such Credit Party
to constitute senior indebtedness (however denominated) in respect of such
Subordinated Indebtedness and to enable the Lenders to have and exercise any
payment blockage or other remedies available or potentially available to holders
of senior indebtedness under the terms of such Subordinated Indebtedness.
Without limiting the foregoing, the Obligations of each Credit Party are hereby
designated as "senior indebtedness" and as "designated senior indebtedness"
under and in respect of any indenture or other agreement or instrument under
which Subordinated Indebtedness of such Credit Party is outstanding and are
further given all such other designations as shall be required under the terms
of any such Subordinated Indebtedness in order that the Lenders or the
Administrative Agent may have and exercise any payment blockage or other
remedies available or potentially available to holders of senior indebtedness
under the terms of such Subordinated Indebtedness.

          SECTION 11.18. Conversion of Currencies. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto agrees, to
the fullest extent that it may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the first currency could be purchased with such other
currency on the Business Day immediately preceding the day on which final
judgment is given.

          (b) The obligations of each party hereto in respect of any sum due to
any other party hereto or any holder of the obligations owing hereunder (the
"Applicable Creditor") shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than the currency in which such sum is stated to be
due hereunder (the "Agreement Currency"), be discharged only to the extent that,
on the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, the Company agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Applicable
Creditor against such loss. The obligations of each party hereto contained in
this Section shall survive the termination of this Agreement and the payment of
all other amounts owing hereunder.

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                        AMDOCS LIMITED,


                                        by /s/ Thomas G. O'Brien
                                           -------------------------------------
                                        Name:  Thomas G. O'Brien
                                        Title: Treasurer and Secretary


                                        EUROPEAN SOFTWARE MARKETING LTD,


                                        by /s/ Antonis Antonaides
                                           -------------------------------------
                                        Name:  Antonis Antonaides
                                        Title: Secretary


                                        JPMORGAN CHASE BANK, N.A., individually
                                        and as Administrative Agent, Issuing
                                        Bank and Swingline Lender,


                                        by /s/ Christophe Vohmann
                                           -------------------------------------
                                        Name:  Christophe Vohmann
                                        Title: Vice President


                                        J. P. MORGAN EUROPE LIMITED,
                                        individually and as London Agent,


                                        by /s/ Maxine Graines
                                           -------------------------------------
                                        Name:  Maxine Graines
                                        Title: Associate


                                        JPMORGAN CHASE BANK, N.A., TORONTO
                                        BRANCH, individually and as Canadian
                                        Agent and Swingline Lender,


                                        by /s/ Drew McDonald
                                           -------------------------------------
                                        Name:  Drew McDonald
                                        Title: Executive Director

<PAGE>

                                                        Lender Signature Page to
                                                              the Amdocs Limited
                                                                Credit Agreement

Name of Institution: ABN AMRO Bank N.V.
---------------------------------------


by  /s/ A. Rouncivell
    ---------------------------------
Name:   A. Rouncivell
Title:  Authorized Signatory


For any Lender requiring a second
signature line:


by  /s/ Stuart Johnstone
    ---------------------------------
Name:   Stuart Johnstone
Title:  Executing Director

<PAGE>

                                                        Lender Signature Page to
                                                              the Amdocs Limited
                                                                Credit Agreement

Name of Institution: Bank of America, N.A.
------------------------------------------


by  /s/ David Vega
    ---------------------------------
Name:   David Vega
Title:  Managing Director


For any Lender requiring a second
signature line:


by
    ---------------------------------
Name:
Title:

<PAGE>

                                                        Lender Signature Page to
                                                              the Amdocs Limited
                                                                Credit Agreement


Name of Institution: Bank of America, N.A., Canada Branch
---------------------------------------------------------


by  /s/ Nelson Lam
    ---------------------------------
Name:   Nelson Lam
Title:  Vice President


For any Lender requiring a second
signature line:


by
    ---------------------------------
Name:
Title:

<PAGE>

                                                        Lender Signature Page to
                                                              the Amdocs Limited
                                                                Credit Agreement


Name of Institution: Bank Hapoalim B.M. New York Branch
-------------------------------------------------------


by  /s/ Gabi Hamani
    ---------------------------------
Name:   Gabi Hamani
Title:  Senior Vice President


For any Lender requiring a second
signature line:


by  /s/ Maxine Levy
    ---------------------------------
Name:   Maxine Levy
Title:  Vice President

<PAGE>

                                                        Lender Signature Page to
                                                              the Amdocs Limited
                                                                Credit Agreement


Name of Institution: Bank Hapoalim B.M. London Branch
-----------------------------------------------------


by  /s/ Michaela Murdoch
    ---------------------------------
Name:   Michaela Murdoch
Title:  Authorized Signatory


For any Lender requiring a second
signature line:


by  /s/ Sandra Bowen
    ---------------------------------
Name:   Sandra Bowen
Title:  Authorized Signatory

<PAGE>

                                                        Lender Signature Page to
                                                              the Amdocs Limited
                                                                Credit Agreement


Name of Institution: Bank Leumi (UK) plc
----------------------------------------


by  /s/ Menachem Friedman
    ---------------------------------
Name:   Menachem Friedman
Title:  Managing Director & CEO


For any Lender requiring a second
signature line:


by  /s/ Andrew Dowsett
    ---------------------------------
Name:   Andrew Dowsett
Title:  Manager

<PAGE>

                                                        Lender Signature Page to
                                                              the Amdocs Limited
                                                                Credit Agreement


Name of Institution:  Merrill Lynch Credit Corporation
------------------------------------------------------


by  /s/ John C. Rowland
    -------------------------------------------
Name:   John C. Rowland
Title:  Vice President


For any Lender requiring a second
signature line:


by
    -------------------------------------------
Name:
Title:

<PAGE>

                                                        Lender Signature Page to
                                                              the Amdocs Limited
                                                                Credit Agreement

Name of Institution:  Morgan Stanley Bank
-----------------------------------------


by  /s/ Elizabeth Hendricks
    -------------------------------------
Name:   Elizabeth Hendricks
Title:  Authorized Signatory


For any Lender requiring a second
signature line:


by
    -------------------------------------
Name:
Title:

<PAGE>

                                                        Lender Signature Page to
                                                              the Amdocs Limited
                                                                Credit Agreement


Name of Institution: Morgan Stanley Senior Funding (Nova Scotia) Co.
--------------------------------------------------------------------


by  /s/ Jaap L. Tonckens
   ----------------------------------
Name:  Jaap L. Tonckens
Title: Vice President


For any Lender requiring a second
signature line:


by
   ----------------------------------
Name:
Title:

<PAGE>

                                                        Lender Signature Page to
                                                              the Amdocs Limited
                                                                Credit Agreement

Name of Institution: Royal Bank of Canada
-----------------------------------------


by /s/ Dustin Craven
   ----------------------------------
Name:  Dustin Craven
Title: Attorney-in-Fact


For any Lender requiring a second
signature line:


by
   ----------------------------------
Name:
Title:

<PAGE>

                                                        Lender Signature Page to
                                                              the Amdocs Limited
                                                                Credit Agreement

Name of Institution: Royal Bank of Canada
------------------------------------------


by /s/ Marc J. Drovin
   ----------------------------------
Name:  Marc J. Drovin
Title: Senior Account Manager


For any Lender requiring a second
signature line:


by
   ----------------------------------
Name:
Title:

<PAGE>

                                                        Lender Signature Page to
                                                              the Amdocs Limited
                                                                Credit Agreement


Name of Institution: Royal Bank of Canada, London Branch
--------------------------------------------------------


by /s/ Michael Atherton
   ----------------------------------
Name:  Michael Atherton
Title: Managing Director


For any Lender requiring a second
signature line:


by
   ----------------------------------
Name:
Title:

<PAGE>

                                                        Lender Signature Page to
                                                              the Amdocs Limited
                                                                Credit Agreement

Name of Institution: U.S. Bank, N.A.
------------------------------------


by /s/ Mark D. Skornia
   ----------------------------------
Name:  Mark D. Skornia
Title: Vice President


For any Lender requiring a second
signature line:


by
   ----------------------------------
Name:
Title:

<PAGE>

                                                        Lender Signature Page to
                                                              the Amdocs Limited
                                                                Credit Agreement


Name of Institution: William Street Credit Corporation
------------------------------------------------------


by /s/ Mark Walton
   ----------------------------------
Name:  Mark Walton
Title: Assistant Vice President


For any Lender requiring a second
signature line:


by
   ----------------------------------
Name:
Title:

<PAGE>

                                                                       EXHIBIT D

                              Mandatory Costs Rate

1.   The Mandatory Costs Rate is an addition to the interest rate to compensate
     Lenders for the cost of compliance with (a) the requirements of the Bank of
     England and/or the Financial Services Authority (or, in either case, any
     other authority which replaces all or any of its functions) or (b) the
     requirements of the European Central Bank.

2.   On the first day of each Interest Period (or as soon as possible
     thereafter) the London Agent shall calculate, as a percentage rate, a rate
     (the "Additional Cost Rate") for each Lender, in accordance with the
     paragraphs set out below. The Mandatory Costs Rate will be calculated by
     the London Agent as a weighted average of the Lenders' Additional Cost
     Rates (weighted in proportion to the percentage participation of each
     Lender in the relevant Loan) and will be expressed as a percentage rate per
     annum. The London Agent will, at the request of the Company, deliver to the
     Company a statement setting forth the calculation of Mandatory Costs Rate.

3.   The Additional Cost Rate for any Lender lending from a Lending Office in a
     participating member state of the European Communities under the
     legislation of the European Community relating to Economic and Monetary
     Union will be the percentage notified by that Lender to the London Agent.
     This percentage will be certified by that Lender in its notice to the
     London Agent to be its reasonable determination of the cost (expressed as a
     percentage of that Lender's participation in all Loans made from that
     Lending Office) of complying with the minimum reserve requirements of the
     European Central Bank in respect of loans made from that Lending Office.

4.   The Additional Cost Rate for any Lender lending from a Lending Office in
     the United Kingdom will be calculated by the London Agent as follows:

     (a)  in relation to a sterling Loan:

          AB+C(B-D)+Ex0.01
          ---------------- per cent. per annum
              100-(A+C)

     (b)  in relation to a Loan in any currency other than sterling:

          Ex0.01
          ------ per cent. per annum.
            300

Where:

     A    is the percentage of Eligible Liabilities (assuming these to be in
          excess of any stated minimum) which that Lender is from time to time
          required to maintain as an interest free cash ratio deposit with the
          Bank of England to comply with cash ratio requirements.

     B    is the percentage rate of interest (excluding the spreads set forth in
          the definition of "Applicable Rate" and the Mandatory Costs Rate and,
          if the principal of the Loan remains outstanding after the date on
          which it is due, the additional rate of interest specified in Clause
          2.13(e)) payable for the relevant Interest Period on the Loan.

     C    is the percentage (if any) of Eligible Liabilities which that Lender
          is required

<PAGE>

          from time to time to maintain as interest bearing Special Deposits
          with the Bank of England.

     D    is the percentage rate per annum payable by the Bank of England to the
          Agent on interest-bearing Special Deposits.

     E    is designed to compensate Lenders for amounts payable under the Fees
          Rules and is calculated by the Agent as being the average of the most
          recent rates of charge supplied by the Reference Banks to the Agent
          pursuant to paragraph 7 below and expressed in pounds per
          L1,000,000.

5.   For the purposes of this Schedule:

     (a)  "Eligible Liabilities" and "Special Deposits" have the meanings given
          to them from time to time under or pursuant to the Bank of England Act
          1998 or (as may be appropriate) by the Bank of England;

     (b)  "Fees Rules" means the rules on periodic fees contained in the FSA
          Supervision Manual or such other law or regulation as may be in force
          from time to time in respect of the payment of fees for the acceptance
          of deposits;

     (c)  "Fee Tariffs" means the fee tariffs specified in the Fees Rules under
          the activity group A.1 Deposit acceptors (ignoring any minimum fee or
          zero rated fee required pursuant to the Fees Rules but taking into
          account any applicable discount rate); and

     (d)  "Tariff Base" has the meaning given to it in, and will be calculated
          in accordance with, the Fees Rules.

6.   In application of the above formulae, A, B, C and D will be included in the
     formulae as percentages (i.e. 5 per cent. will be included in the formula
     as 5 and not as 0.05). A negative result obtained by subtracting D from B
     shall be taken as zero. The resulting figures shall be rounded to four
     decimal places.

7.   If requested by the London Agent, each Reference Bank shall, as soon as
     practicable after publication by the Financial Services Authority, supply
     to the London Agent, the rate of charge payable by that Reference Bank to
     the Financial Services Authority pursuant to the Fees Rules in respect of
     the relevant financial year of the Financial Services Authority (calculated
     for this purpose by that Reference Bank as being the average of the Fee
     Tariffs applicable to that Reference Bank for that financial year) and
     expressed in pounds per L1,000,000 of the Tariff Base of that Reference
     Bank.

8.   Each Lender shall supply any information required by the London Agent for
     the purpose of calculating its Additional Cost Rate. In particular, but
     without limitation, each Lender shall supply the following information on
     or prior to the date on which it becomes a Lender:

     (a)  the jurisdiction of its Lending Office; and

     (b)  any other information that the London Agent may reasonably require for
          such purpose.

     Each Lender shall promptly notify the London Agent of any change to the
     information provided by it pursuant to this paragraph.

9.   The percentages of each Lender for the purpose of A and C above and the
     rates of charge of each Reference Bank for the purpose of E above shall be
     determined by the London Agent

<PAGE>

     based upon the information supplied to it pursuant to paragraphs 7 and 8
     above and on the assumption that, unless a Lender notifies the London Agent
     to the contrary, each Lender's obligations in relation to cash ratio
     deposits and Special Deposits are the same as those of a typical bank from
     its jurisdiction of incorporation with a Lending Office in the same
     jurisdiction as its Lending Office.

10.  The London Agent shall have no liability to any person if such
     determination results in an Additional Cost Rate which over or under
     compensates any Lender and shall be entitled to assume that the information
     provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8
     above is true and correct in all respects.

11.  The London Agent shall distribute the additional amounts received as a
     result of the Mandatory Costs Rate to the Lenders on the basis of the
     Additional Cost Rate for each Lender based on the information provided by
     each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8
     above.

12.  Any determination by the London Agent pursuant to this Schedule in relation
     to a formula, the Mandatory Costs Rate, an Additional Cost Rate or any
     amount payable to a Lender shall, in the absence of manifest error, be
     conclusive and binding on all parties.

13.  The London Agent may from time to time, after consultation with the Company
     and the Lenders, determine and notify to all parties any amendments which
     are required to be made to this Schedule in order to comply with any change
     in law, regulation or any requirements from time to time imposed by the
     Bank of England, the Financial Services Authority or the European Central
     Bank (or, in any case, any other authority which replaces all or any of its
     functions) and any such determination shall, in the absence of manifest
     error, be conclusive and binding on all parties.