Exhibit 10.1


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                             AMERICAN BILTRITE INC.
                               K&M ASSOCIATES L.P.

                      AMENDED AND RESTATED CREDIT AGREEMENT


                     Originally dated as of October 14, 2003
                     Amended and Restated as of May 20, 2005


  FLEET NATIONAL BANK, A Bank of America Company, Domestic Administrative Agent
        BANK OF AMERICA, National Association, acting through its Canada
                      branch, Canadian Administrative Agent

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                                TABLE OF CONTENTS

                                                                            Page

1.    Restatement; Definitions.................................................1
      1.1.   Restatement.......................................................1
      1.2.   Definitions.......................................................2
2.    The Credits.............................................................27
      2.1.   Domestic Revolving Credit........................................27
      2.2.   Canadian Revolving Credit........................................28
      2.3.   Domestic Letters of Credit.......................................29
      2.4.   Canadian Letters of Credit.......................................31
      2.5.   Application of Proceeds..........................................33
3.    Interest; Pricing Options; Fees.........................................34
      3.1.   Interest.........................................................34
      3.2.   LIBOR Pricing Options............................................35
      3.3.   Fixed Rate Pricing Options.......................................37
      3.4.   Unused Line Fees.................................................37
      3.5.   Letter of Credit Fees............................................38
      3.6.   Computations of Interest and Fees................................39
      3.7.   Maximum Lawful Interest Rate.....................................39
4.    Payment.................................................................40
      4.1.   Payment at Maturity..............................................40
      4.2.   Voluntary Prepayments............................................40
      4.3.   Letters of Credit................................................40
      4.4.   Reborrowing; Application of Payments, etc........................40
5.    Conditions to Extending Credit..........................................41
      5.1.   Conditions on Initial Closing Date...............................41
      5.2.   Conditions to Each Extension of Credit...........................42
6.    General Covenants.......................................................43
      6.1.   Taxes and Other Charges; Accounts Payable........................43
      6.2.   Conduct of Business, etc.........................................43
      6.3.   Insurance........................................................44
      6.4.   Financial Statements and Reports.................................45
      6.5.   Certain Financial Tests..........................................47
      6.6.   Indebtedness.....................................................48
      6.7.   Liens............................................................50
      6.8.   Investments and Acquisitions.....................................51
      6.9.   Distributions....................................................52
      6.10.  Issuance of Equity by Subsidiaries; Subsidiary Distributions.....53
      6.11.  Voluntary Prepayments of Other Indebtedness......................53
      6.12.  Negative Pledge Clauses..........................................53
      6.13.  ERISA, etc.......................................................53
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      6.14.  Transactions with Affiliates.....................................53
      6.15.  Environmental Laws...............................................54
      6.16.  Congoleum........................................................54
7.    Representations and Warranties..........................................54
      7.1.   Organization and Business........................................54
      7.2.   Financial Statements and Other Information; Material Agreements..55
      7.3.   Agreements Relating to Financing Debt, Investments, etc..........55
      7.4.   Changes in Condition.............................................55
      7.5.   Title to Assets..................................................56
      7.6.   Operations in Conformity With Law, etc...........................56
      7.7.   Litigation.......................................................56
      7.8.   Authorization and Enforceability.................................56
      7.9.   No Legal Obstacle to Agreements..................................56
      7.10.  Defaults.........................................................57
      7.11.  Licenses, etc....................................................57
      7.12.  Pension Plans....................................................58
      7.13.  Environmental Regulations........................................58
      7.14.  Government Regulation; Margin Stock..............................58
      7.15.  Disclosure.......................................................58
8.    Defaults................................................................59
      8.1.   Events of Default................................................59
      8.2.   Certain Actions Following an Event of Default....................62
      8.3.   Annulment of Defaults............................................63
      8.4.   Waivers..........................................................63
9.    Expenses; Indemnity.....................................................64
      9.1.   Expenses.........................................................64
      9.2.   General Indemnity................................................64
      9.3.   Indemnity With Respect to Letters of Credit......................65
      9.4.   Taxes............................................................65
      9.5.   Separate Obligations of Canadian Borrower........................67
10.   Operations; Agent.......................................................68
      10.1.  Interests in Credits.............................................68
      10.2.  Agent's Authority to Act, etc....................................68
      10.3.  Power of Attorney for Quebec Purposes............................68
      10.4.  Lender Operations for Advances, Letters of Credit, etc...........69
      10.5.  Sharing of Payments, etc.........................................71
      10.6.  Agent's Resignation..............................................72
      10.7.  Concerning the Agent.............................................72
      10.8.  Rights as a Lender...............................................73
      10.9.  Independent Credit Decision......................................74
      10.10. Indemnification..................................................74
      10.11. Canadian Agent and Canadian Lenders..............................74
11.   Successors and Assigns; Lender Assignments and Participations...........75
      11.1.  Assignments by Lenders...........................................75
      11.2.  Credit Participants..............................................77
      11.3.  Special Purpose Funding Vehicles.................................78


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12.   Confidentiality.........................................................79
13.   Notices.................................................................79
14.   Amendments, Consents, Waivers, etc......................................80
      14.1.  Lender Consents for Amendments...................................80
      14.2.  Course of Dealing; No Implied Waivers............................81
15.   General Provisions......................................................82
      15.1.  Defeasance.......................................................82
      15.2.  No Strict Construction...........................................82
      15.3.  Venue; Service of Process; Certain Waivers.......................82
      15.4.  WAIVER OF JURY TRIAL.............................................83
      15.5.  Interpretation; Governing Law; etc...............................83


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                      AMENDED AND RESTATED CREDIT AGREEMENT

      This Agreement, dated as of May 20, 2005, is among American Biltrite Inc.,
a Delaware corporation (the "Company"), K&M Associates L.P., a Rhode Island
limited partnership ("K&M"; the Company and K&M being, collectively but jointly
and severally, the "Domestic Borrower"), American Biltrite (Canada) Ltd., a
corporation governed by the Canada Business Corporations Act (the "Canadian
Borrower"), the Canadian Lenders and Domestic Lenders (collectively, the
"Lenders") from time to time party hereto, Fleet National Bank, a Bank of
America company ("Fleet"), both in its capacity as a Domestic Lender and in its
capacity as domestic administrative agent for the Lenders, and Bank of America,
National Association, acting through its Canada branch ("Bank of America
Canada"), both in its capacity as a Canadian Lender and in its capacity as
Canadian administrative agent for the Lenders. The parties agree as follows:

      WHEREAS, the Domestic Borrower, the guarantors party thereto, the lenders
party thereto and Fleet National Bank, as administrative agent, entered into
that certain Credit Agreement dated as of October 14, 2003 (as amended,
restated, modified or supplemented prior to the date hereof, the "Existing
Credit Agreement"), pursuant to which such lenders agreed to extend to the
Domestic Borrower a secured revolving credit facility, including a sub-allotment
for Letters of Credit;

      WHEREAS, the Domestic Borrower has requested that the credit facilities
provided under the Existing Credit Agreement be restructured to add a
$12,000,000 sub-limit to the Domestic Borrower's secured revolving credit
facility that the Canadian Lender will extend to the Canadian Borrower to be
used for operations of the Canadian Borrower and to extend the Final Maturity
Date until September 30, 2006, and that, in connection therewith, the Existing
Credit Agreement be amended and restated in accordance with the terms hereof;
and

      WHEREAS, the Lenders have agreed to amend and restate the Existing Credit
Agreement and to make the loans and other financial accommodations contemplated
hereby to the Borrower, as defined below, on the terms and conditions contained
herein.

      NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:

1. Restatement; Definitions.

      1.1. Restatement. Effective as of the Initial Closing Date, this Agreement
amends and restates in its entirety the Existing Credit Agreement. Amounts in
respect of interest, commitment fees, Letter of Credit Fees and other amounts
payable hereunder shall be payable in accordance with the terms of this
Agreement as in effect prior to the amendment and restatement on the Initial
Closing Date for periods prior to the Initial Closing Date and in accordance
with this Agreement as amended and restated hereby for periods from and after
the Initial Closing Date.
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      1.2. Definitions. Certain capitalized terms are used in this Agreement and
in the other Credit Documents with the specific meanings defined below in this
Section 1.

      "Affiliate" means, with respect to the Company (or any other specified
Person), any other Person directly or indirectly controlling, controlled by or
under direct or indirect common control with the Company (or such specified
Person), and shall include (a) any officer or director or general partner of the
Company (or such specified Person), (b) any Person of which the Company (or such
specified Person) or any Affiliate (as defined in clause (a) above) of the
Company (or such specified Person) shall, directly or indirectly, beneficially
own either (i) at least 10% of the outstanding equity securities having the
general power to vote or (ii) at least 10% of all equity interests and (c) any
Person directly or indirectly controlling the Company (or such specified Person)
through a management agreement, voting agreement or other contract.

      "Agent" means the Domestic Agent and the Canadian Agent, collectively.

      "Agreement" means this Amended and Restated Credit Agreement as from time
to time amended, modified and in effect.

      "Applicable Margin" means the amount in the table below set opposite the
Reference Leverage Ratio for such date:

       -------------------------------------------------------------
           Reference Leverage Ratio            Applicable Margin
       -------------------------------------------------------------
                    >/=325%                        275 b.p.
       -------------------------------------------------------------
                 >/=300% < 325%                    250 b.p.
       -------------------------------------------------------------
                 >/=250% < 300%                    200 b.p.
       -------------------------------------------------------------
                 >/=200% < 250%                    150 b.p.
       -------------------------------------------------------------
                 >/=101% < 200%                    125 b.p.
       -------------------------------------------------------------
                    </=100%                        100 b.p.
       -------------------------------------------------------------

Changes in the Applicable Margin shall occur on the third Banking Day after
quarterly financial statements have been furnished to the Agent in accordance
with Sections 6.4.1 or 6.4.2 from time to time. In the event that the financial
statements required to be delivered pursuant to Section 6.4.1 or 6.4.2, as
applicable, are not delivered when due, then during the period from the third
Banking Day following the date such financial statements were due until the
third Banking Day following the date on which they are actually delivered, the
Applicable Margin shall be the maximum amount set forth in the table above.

      "Applicable Rate" means, at any date, the sum of:

(a) (i) with respect to each portion of the Loan subject to a LIBOR Pricing
Option, the sum of the Applicable Margin (which may change during the LIBOR
Interest Period for such LIBOR Pricing Option in accordance with the definition
of "Applicable Margin") plus the LIBOR Rate with respect to such LIBOR Pricing
Option;


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      (ii) with respect to each portion of the Loan subject to a Fixed Rate
Pricing Option, the sum of the Applicable Margin plus the Fixed Rate with
respect to such Fixed Rate Pricing Option;

      (iii) with respect to each other portion of the Loan, the Base Rate;

plus (b) an additional 4% per annum effective on the day written notice from the
Agent has been delivered to the Borrower that the interest rates hereunder are
increasing as a result of the occurrence and continuance of an Event of Default
until the earlier of such time as (i) such Event of Default is no longer
continuing or (ii) such Event of Default is deemed no longer to exist, in each
case pursuant to Section 8.3.

      "Assignee" is defined in Section 11.1.1.

      "Assignment and Acceptance" is defined in Section 11.1.1.

      "Banking Day" means any day other than Saturday, Sunday or a day on which
banks in Boston, Massachusetts or Toronto, Ontario, as applicable, are
authorized or required by law or other governmental action to close.

      "Bank of America Canada" is defined in the preamble.

      "Bankruptcy Code" means Title 11 of the United States Code, the Bankruptcy
and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada)
or any other reorganization, arrangement, readjustment of debt, dissolution or
liquidation law or statute of any jurisdiction, whether now or hereafter in
effect.

      "Bankruptcy Default" means an Event of Default referred to in Section
8.1.10.

      "Base Rate" means, on any date, (a) with respect to the Domestic Revolving
Loan, the greater of (i) the rate of interest announced by Fleet at the Boston
Office as its prime rate or (ii) the sum of 1/2% plus the Federal Funds Rate,
(b) with respect to the portions of the Canadian Revolving Loan denominated in
Canadian Funds, the rate of interest announced by Bank of America Canada at the
Toronto Office as its Canadian Prime Rate, or (c) with respect to the portions
of the Canadian Revolving Loan denominated in United States Funds, the Canadian
U.S. Dollar Base Rate. The Base Rate is a reference rate and does not
necessarily represent the lowest or best rate being charged to any customer.
Changes in the rate of interest resulting from changes in the Base Rate shall
take place immediately without notice or demand of any kind.

      "Bonds" is defined in Section 10.3.

      "Borrower" means either one of the Domestic Borrower or the Canadian
Borrower individually, or both of them collectively, as the context permits.

      "Borrowing Base" means, on any date, the sum of the following, but only
with respect to the Company, the Tape Subsidiaries and K&M:


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      (a)   70% of Eligible Accounts Receivable,

      plus  (b) 35% of Eligible Inventory,

      plus  (c) 20% of Eligible Fixed Assets,

      minus (d) Indebtedness owed to the Noteholders;

      provided, however, that the Borrowing Base shall be reduced to $1.00
during any period when the Company has failed to furnish the computation of the
Borrowing Base required by Section 6.4.3, commencing seven days following notice
to the Borrower of its failure to furnish the computation.

      "Boston Office" means the principal banking office of Fleet in Boston,
Massachusetts.

      "By-laws" means all written by-laws, rules, regulations and all other
documents relating to the management, governance or internal regulation of any
Person other than an individual, all as from time to time in effect.

      "Canadian Agent" means Bank of America Canada.

      "Canadian Borrower" is defined in the preamble.

      "Canadian Borrowing Base" means, on any date, the sum of the following,
but only with respect to the Canadian Borrower:

      (a)   70% of Eligible Accounts Receivable,

      plus  (b) 35% of Eligible Inventory,

      plus  (c) 20% of Eligible Fixed Assets;

      provided, however, that the Canadian Borrowing Base shall be reduced to
$1.00 during any period when the Canadian Borrower has failed to furnish the
computation of the Canadian Borrowing Base required by Section 6.4.3, commencing
seven days following notice to the Canadian Borrower of its failure to furnish
the computation. All amounts denominated in Canadian dollars that are factored
into the calculation of the Canadian Borrowing Base shall, solely for purposes
of making such calculation, be converted into United States dollars at the
prevailing foreign exchange spot rate of the Domestic Agent on the date the
calculation of Canadian Borrowing Base is made.

      "Canadian Funds" means such coin or currency of Canada as at the time
shall be legal tender therein for the payment of public and private debts.

      "Canadian Lender" means each of the Persons listed as Canadian lenders on
the signature page hereto, including Bank of America Canada in its capacity as a
Canadian Lender and such other Persons who may from time to time own a


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Percentage Interest in the Credit Obligations of the Canadian Borrower, but the
term "Canadian Lender" shall not include any Credit Participant in such
capacity.

      "Canadian Letter of Credit" is defined in Section 2.4.1.

      "Canadian Letter of Credit Exposure" means, at any date, the sum of (a)
the aggregate face amount of all drafts that may then or thereafter be presented
by beneficiaries under all Canadian Letters of Credit then outstanding, plus (b)
the aggregate face amount of all drafts that the Canadian Letter of Credit
Issuer has previously accepted under Canadian Letters of Credit but for which
the Canadian Letter of Credit Issuer has not been reimbursed by the Canadian
Borrower (whether pursuant to an automatic advance under the Canadian Revolving
Loan or otherwise).

      "Canadian Letter of Credit Issuer" means, for any Letter of Credit, Bank
of America Canada or, in the event Bank of America Canada does not for any
reason issue a requested Canadian Letter of Credit, another Canadian Lender
selected by the Canadian Borrower to issue such Canadian Letter of Credit.

      "Canadian Prime Rate" means on any day a fluctuating rate of interest per
annum equal to the higher of (a) the 30-day CDOR Rate plus 0.50%, and (b) the
rate of interest per annum most recently announced by the Canadian Agent as its
reference rate of interest for loans made in Canadian Funds to Canadian
customers and designated as its "prime rate" (the "prime rate" being a rate set
by the Canadian Agent based upon various factors including the Canadian Agent's
costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above,
or below such announced rate). Any change in the prime rate announced by the
Canadian Agent shall take effect at the opening of business on the day specified
in the public announcement of such change. Each interest rate based upon the
Canadian Prime Rate shall be adjusted simultaneously with any change in the
Canadian Prime Rate.

      "Canadian Revolving Loan" is defined in Section 2.2.4.

      "Canadian Security Agreement" is defined in Section 5.1.4.

      "Canadian U.S. Dollar Base Rate" means for any day a fluctuating rate per
annum equal to the higher of (a) the Federal Funds Rate plus 0.50% and (b) the
rate of interest in effect for such day as publicly announced from time to time
by the Canadian Agent, as its "reference rate" for United States Funds
commercial loans made to a Person in Canada. The "reference rate" is a rate set
by the Canadian Agent based upon various factors including the Canadian Agent's
costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above,
or below such announced rate. Any change in such rate announced by the Canadian
Agent shall take effect at the opening of business on the day specified in the
public announcement of such change.


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<PAGE>

      "Capital Expenditures" means, for any period, amounts added or required to
be added to the property, plant and equipment or other fixed assets account on
the Consolidated balance sheet of the Company and its Subsidiaries, prepared in
accordance with GAAP.

      "Capitalized Lease" means any lease which is required to be capitalized on
the balance sheet of the lessee in accordance with GAAP, including Statement
Nos. 13 and 98 of the Financial Accounting Standards Board.

      "Capitalized Lease Obligations" means the amount of the liability
reflecting the aggregate discounted amount of future payments under all
Capitalized Leases calculated in accordance with GAAP, including Statement Nos.
13 and 98 of the Financial Accounting Standards Board.

      "Cash Equivalents" means:

      (a) negotiable certificates of deposit, time deposits (including sweep
accounts), demand deposits and bankers' acceptances having a maturity of nine
months or less and issued by any United States or Canadian financial institution
having capital and surplus and undivided profits aggregating at least
$100,000,000 and rated at least Prime-1 by Moody's or A-1 by S&P or issued by
any Lender;

      (b) corporate obligations having a maturity of nine months or less and
rated at least Prime-1 by Moody's or A-1 by S&P or issued by any Lender;

      (c) any direct obligation of the United States of America, Canada, or any
agency or instrumentality thereof, or of any state, province or municipality
thereof, (i) which has a remaining maturity at the time of purchase of not more
than one year or which is subject to a fully collateralized repurchase agreement
with any Lender (or any other financial institution referred to in clause (a)
above) exercisable within one year from the time of purchase and (ii) which, in
the case of obligations of any state or municipality, is rated at least Aaa by
Moody's or AAA by S&P; and

      (d) any mutual fund or other pooled investment vehicle rated at least Aa
by Moody's or AA by S&P which invests principally in obligations described
above.

      "CDOR Rate" means the average bankers' acceptance rate as quoted on
Reuters CDOR page (or such other page as may, from time to time, replace such
page on that service for the purpose of displaying quotations for bankers'
acceptances accepted by banks listed in Schedule I to the Bank Act (Canada)) at
approximately 10:00 a.m. (Toronto time) on the applicable date for bankers'
acceptances having a comparable maturity date as the date of the applicable
Canadian Revolving Loan.

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

      "Charter" means the articles of organization, certificate of
incorporation, statute, constitution, joint venture agreement, partnership
agreement, trust indenture, limited liability company agreement or other charter


                                       -6-
<PAGE>

document of any Person other than an individual, each as from time to time in
effect.

      "CIBC Credit Agreement" means the Credit Agreement, dated October 10,
2003, between the Canadian Borrower as borrower and Canadian Imperial Bank of
Commerce as lender, as supplemented, amended and modified.

      "Closing Date" means the Initial Closing Date and each other date on which
any extension of credit is made pursuant to Sections 2.1, 2.2, 2.3 or 2.4.

      "Code" means the federal Internal Revenue Code of 1986.

      "Commitment" means, with respect to any Lender, such Lender's obligations
to extend the respective credits contemplated by Section 2 and its interests in
such credits at any time outstanding. The original Commitments are set forth in
Exhibit 10.1 and the subsequent Commitments are recorded from time to time in
the Register.

      "Company" is defined in the preamble.

      "Computation Covenants" means Sections 6.5, 6.6.2, 6.6.10, 6.8.5, 6.8.6,
6.9.2, 6.11.2 and 6.13.

      "Congoleum" means Congoleum Corporation, a subsidiary (but not a
Subsidiary) of the Company, and/or any of its direct or indirect subsidiaries.

      "Congoleum Joint Venture Agreement" means the Joint Venture Agreement
dated as of December 16, 1992 by and among the Company, Resilient Holdings,
Incorporated, Congoleum, Hillside Industries Incorporated and Hillside Capital
Incorporated, as amended.

      "Congoleum Plan" means the Fourth Modified Joint Plan of Reorganization
under Chapter 11 of the Bankruptcy Code of Congoleum Corporation, et al.,
substantially in the form attached hereto as Exhibit 1(a) as the same may be
amended to the extent permitted by Section 6.16 of this Agreement.

      "Congoleum Plan Note" means the promissory note to be issued by Congoleum
to the Congoleum Plan Trust substantially in the form attached hereto as Exhibit
1(b) as the same may be amended to the extent permitted by Section 6.16 of this
Agreement.

      "Congoleum Plan Trust" means the trust to be established upon consummation
of the Congoleum Plan as the same may be amended to the extent permitted by
Section 6.16 of this Agreement.

      "Consolidated" and "Consolidating", when used with reference to any term,
mean that term as applied to the accounts of the Company (or other specified
Person) and all of its Subsidiaries (or other specified group of Persons), or
such of its Subsidiaries as may be specified, consolidated (or combined) or
consolidating (or combining), as the case may be, in accordance with GAAP


                                       -7-
<PAGE>

(except that Congoleum shall be accounted for on the equity method) and with
appropriate deductions for minority interests in Subsidiaries.

      "Consolidated Adjusted EBITDA" means, for any period, the total of:

      (a) Consolidated EBITDA; minus

      (b) Capital Expenditures except (i) to the extent attributable to
Capitalized Lease Obligations or (ii) financed with the proceeds of Financing
Debt; minus

      (c) any dividends paid or payable in cash by the Company or any of its
Subsidiaries to third parties; minus

      (d) the aggregate amount paid by the Company and its Subsidiaries to
repurchase shares of capital stock and options to purchase shares of capital
stock, in each case excluding any such payments made prior to June 30, 2003;
minus

      (e) any net income taxes paid or payable in cash by the Company or any of
its Subsidiaries after subtracting any income tax refunds paid or payable in
cash to the Company or any of its Subsidiaries; provided, however, that the
foregoing shall not include any cash taxes paid or payable in connection with
the sale by Tullahoma Properties, L.L.C. of the warehouse facility located at
102 Parham Boulevard, Tullehoma, TN on or about January 31, 2005.

      "Consolidated Current Assets" means, at any date, all amounts carried as
current assets on the balance sheet of the Company and its Subsidiaries
determined in accordance with GAAP on a Consolidated basis, excluding cash and
Cash Equivalents.

      "Consolidated Current Liabilities" means, at any date, all amounts that
are or should be carried as current liabilities on the balance sheet of the
Company and its Subsidiaries determined in accordance with GAAP on a
Consolidated basis, excluding the current portion of long-term Financing Debt
and the Revolving Loan, each to the extent they are included in Consolidated
Interest Expense.

      "Consolidated EBITDA" means, for any period, the total of:

      (a) Consolidated Net Income; plus

      (b) all amounts deducted in computing such Consolidated Net Income in
respect of:

            (i) depreciation, amortization and unusual noncash charges (other
      than the write-down of current assets),

            (ii) interest expense, and

            (iii) income tax expense, minus


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<PAGE>

      (c) all cash payments made during such period on account of reserves,
restructuring charges and other noncash charges added back to Consolidated
EBITDA in a previous period; provided, however that the foregoing shall not
include any cash payments made on account of the reserve for environmental
liabilities for the 10.33 acres of land bordering on Old Estill Springs Road,
Tullahoma, TN owned by Tullahoma Properties, L.L.C., minus

      (d) all amounts included in Consolidated Net Income in respect of deferred
income tax benefits and other noncash income items, except such amounts that
have been deducted from Consolidated EBITDA in a previous period.

      "Consolidated Fixed Charges" means, for any period, the sum of (without
duplication):

      (a)   Consolidated Interest Expense,

plus  (b)   the aggregate amount of all mandatory scheduled payments,
mandatory scheduled prepayments, sinking fund payments and mandatory reductions
in revolving loans as a result of mandatory reductions in revolving credit
availability, all with respect to Financing Debt of the Company and its
Subsidiaries in accordance with GAAP on a Consolidated basis, including payments
in the nature of principal under Capitalized Leases.

plus  (c)   any mandatory dividends paid or payable in cash by the Company or
any of its Subsidiaries to third parties.

      "Consolidated Interest Expense" means, for any period, the total of:

      (a) the aggregate amount of interest, including commitment fees, payments
in the nature of interest under Capitalized Leases and net payments under hedge
agreements, accrued by the Company and its Subsidiaries reporting Congoleum on
the equity method (whether such interest is reflected as an item of expense or
capitalized), minus

      (b) to the extent otherwise included in clause (a) above, the amortization
of deferred financing fees and costs, original issue discount relating to
Indebtedness and accrued interest on Indebtedness not paid in cash to the extent
permitted by the terms, including subordination terms, of such Indebtedness
(including PIK Interest), plus

      (c) actual cash payments with respect to accrued and unpaid interest
(including PIK Interest) that has previously reduced Consolidated Interest
Expense pursuant to clause (b) above, plus

      (d) the current portion of long-term Financing Debt (other than the
Revolving Loan) and the aggregate principal amount of indebtedness for borrowed
money paid to the Noteholders.

      "Consolidated Net Income" means, for any period, net income (or loss) from
continuing operations (excluding in all events, net income (or loss) relating to
Janus Flooring Corporation) of the Company and its Subsidiaries reporting
Congoleum on the equity method, excluding:


                                       -9-
<PAGE>

      (a) extraordinary gains (net of any extraordinary losses up to the amount
of any extraordinary gains),

      (b) net income of any Person (other than a Subsidiary) in which the
Company or any of its Subsidiaries has an ownership interest, unless those net
earnings have actually been received in the form of cash for distributions,

      (c) any portion of the net income of any Subsidiary which for any reason
is unavailable to pay dividends to the Company or any other Subsidiary,

      (d) any aggregate net gain (in excess of any net losses) arising from the
sale, exchange or other disposition of capital assets (such term to include all
fixed assets, whether tangible or intangible, all inventory sold in conjunction
with the disposition of fixed assets, and all securities),

      (e) any write-up of any asset,

      (f) any gain arising from the acquisition of any securities of the Company
or any of its Subsidiaries,

      (g) net income or gain (but not any loss) resulting from a change in
accounting, an extraordinary event or prior period adjustments,

      (h) the income (or loss) of any Person accrued to the date it becomes a
Subsidiary, and

      (i) the reserve for environmental liabilities for the 10.33 acres of land
bordering on Old Estill Springs Road, Tullahoma, TN owned by Tullahoma
Properties, L.L.C.

      "Consolidated Net Working Capital" means, at any date, the amount (whether
positive or negative) equal to (a) Consolidated Current Assets minus (b)
Consolidated Current Liabilities.

      Consolidated Net Working Capital increases when it becomes more positive
or less negative, and decreases when it becomes less positive or more negative.

      "Consolidated Pro Forma Fixed Charges" means, for any future period,
Consolidated Fixed Charges projected to be accrued by the Company and its
Subsidiaries. For purposes of computing Consolidated Pro Form Fixed Charges:

      (a) the amount of Financing Debt outstanding on the first day of such
period shall be assumed to remain outstanding during the entire period, except
to the extent required to be reduced by mandatory scheduled payments, reductions
in revolving credit availability and other items included in Consolidated Fixed
Charges; and

      (b) where interest varies with a floating rate, the rate in effect on the
first day of such period will be assumed to remain constant during the entire
period (giving effect to any applicable Interest Rate Protection Agreements).


                                      -10-
<PAGE>

      "Consolidated Tangible Net Worth" means the aggregate amount of (a)
capital stock (less any treasury stock, capital stock subscribed and unissued
and other contra-equity accounts), (b) surplus, (c) foreign currency translation
adjustments made after June 30, 2003, and (d) retained earnings of the Company
and it Subsidiaries reporting Congoleum on the equity method, excluding (i) any
inter-company balances, (ii) intangibles, (iii) any change in the value of the
Company's Investments in Congoleum as reflected on the Company's balance sheet
as of December 31, 2002 and (iv) the cumulative amount of any net write-up of
asset values after the audit immediately preceding the Closing Date.

      "Consolidated Total Debt" means, at any date, all Financing Debt of the
Company and its Subsidiaries on a Consolidated basis.

      "Consolidated Total Liabilities" means, at any date, total liabilities of
the Company and its Subsidiaries on a Consolidated basis, reduced by any rights,
proceeds or funds available due to or in connection with any insurance, and
excluding in all events Indebtedness in connection with or contemplated by the
Congoleum Joint Venture Agreement, Congoleum Plan, Congoleum Plan Note and
Congoleum Plan Trust.

      "Credit Documents" means:

      (a) this Agreement, the Notes, each Domestic Letter of Credit, each
Canadian Letter of Credit, each draft presented or accepted under a Domestic
Letter of Credit or Canadian Letter of Credit, the Security Agreement, the
Intercreditor Agreement and the Guarantee Agreement, each as from time to time
in effect; and

      (b) any other present or future agreement or instrument from time to time
entered into among the Company, any of its Subsidiaries or any other Obligor, on
one hand, and the Domestic Agent or Canadian Agent, any Domestic Letter of
Credit Issuer or Canadian Letter of Credit Issuer or all the Lenders, on the
other hand, relating to, amending or modifying this Agreement or any other
Credit Document referred to above or which is stated to be a Credit Document,
each as from time to time in effect.

      "Credit Obligations" means all present and future liabilities, obligations
and Indebtedness of the Company, any of its Subsidiaries or any other Obligor
owing to the Domestic Agent or Canadian Agent or any Lender (or any Affiliate of
a Lender) under or in connection with this Agreement or any other Credit
Document, including obligations in respect of principal, interest, reimbursement
obligations under Letters of Credit provided by a Lender (or an Affiliate of a
Lender) at the time of the issuance thereof, commitment fees, Domestic Letter of
Credit fees, Canadian Letter of Credit fees, amounts provided for in Sections
3.2.4, 3.5 and 9 and other fees, charges, indemnities and expenses from time to
time owing hereunder or under any other Credit Document (all whether accruing
before or after a Bankruptcy Default and regardless of whether allowed as a
claim in bankruptcy or similar proceedings).

      "Credit Participant" is defined in Section 11.2.


                                      -11-
<PAGE>

      "Deemed Interest Period" is defined in Section 3.6.

      "Default" means any Event of Default and any event or condition which with
the passage of time or giving of notice, or both, would become an Event of
Default, including the filing against the Company, any of its Subsidiaries or
any other Obligor of a petition commencing an involuntary case under the
Bankruptcy Code.

      "Delinquency Period" is defined in Section 10.4.5.

      "Delinquent Payment" is defined in Section 10.4.5.

      "Distribution" means, with respect to the Company (or other specified
Person):

      (a) the declaration or payment of any dividend or distribution on or in
respect of any shares of any class of capital stock of or other equity interests
in the Company (or such specified Person);

      (b) the purchase, redemption or other retirement of any shares of any
class of capital stock of or other equity interest in the Company (or such
specified Person) or any of its Subsidiaries, or of options, warrants or other
rights for the purchase of such shares, directly, indirectly through a
Subsidiary or corporate parent or otherwise;

      (c) any other distribution on or in respect of any shares of any class of
capital stock of or equity or other beneficial interest in the Company (or such
specified Person);

      (d) any payment of principal, interest or fees with respect to, or any
purchase, redemption or defeasance of, any Financing Debt of the Company (or
such specified Person) or any of its Subsidiaries which by its terms or the
terms of any agreement is subordinated to the payment of the Credit Obligations;
and

      (e) any payment, loan or advance by the Company (or such specified Person)
to, or any other Investment by the Company (or such specified Person) in, the
holder of any shares of any class of capital stock of or equity interest in the
Company (or such specified Person) or any of its Subsidiaries, or any Affiliate
of such holder (including the payment of management and transaction fees and
expenses);

provided, however, that the term "Distribution" shall not include (i) dividends
payable in, or conversion of securities into, perpetual common stock of or other
similar equity interests in the Company (or such specified Person), (ii) the
issuance of PIK Interest or (iii) payments in the ordinary course of business in
respect of (A) reasonable compensation paid to employees, officers and
directors, (B) advances and reimbursements to employees for travel expenses,
drawing accounts, relocation costs and similar expenditures, or (C) rent paid
to, or accounts payable for services rendered or goods sold by, non-Affiliates
that own capital stock of or other equity interests in the Company (or such
specified Person) or any of its Subsidiaries.


                                      -12-
<PAGE>

      "Domestic Agent" means Fleet in its capacity as administrative agent for
the Lenders hereunder, as well as its successors and assigns in such capacity
pursuant to Section 10.6.

      "Domestic Borrower" is defined in the preamble.

      "Domestic Lender" means each of the Persons listed as domestic lenders on
the signature page hereto, including Fleet in its capacity as a Lender and such
other Persons who may from time to time own a Percentage Interest in the Credit
Obligations, but the term "Domestic Lender" shall not include any Credit
Participant in such capacity.

      "Domestic Letter of Credit" is defined in Section 2.3.1.

      "Domestic Letter of Credit Exposure" means, at any date, the sum of (a)
the aggregate face amount of all drafts that may then or thereafter be presented
by beneficiaries under all Domestic Letters of Credit then outstanding, plus (b)
the aggregate face amount of all drafts that the Domestic Letter of Credit
Issuer has previously accepted under Domestic Letters of Credit but for which
the Domestic Letter of Credit Issuer has not been reimbursed by the Domestic
Borrower (whether pursuant to an automatic advance under the Domestic Revolving
Loan or otherwise).

      "Domestic Letter of Credit Issuer" means, for any Domestic Letter of
Credit, Fleet or, in the event Fleet does not for any reason issue a requested
Domestic Letter of Credit, another Domestic Lender selected by the Domestic
Borrower to issue such Domestic Letter of Credit.

      "Domestic Revolving Loan" is defined in Section 2.1.4.

      "Domestic Security Agreement" means the Security Agreement dated October
14, 2003, among the Domestic Borrower and Fleet, and attached hereto as Exhibit
5.1.4(b).

      "Domestic Subsidiary" means any Subsidiary that is not a Foreign
Subsidiary.

      "Eligible Accounts Receivable" means, at any date, the remainder of:

      (a) the aggregate amount carried as accounts receivable (reduced
appropriately for doubtful accounts and customer returns) on the most recent
borrowing base report of either (i) the Company, the Tape Subsidiaries and K&M
or (ii) the Canadian Borrower, as the case may be, delivered in accordance with
Section 6.4.3,

      minus (b) the aggregate amount of any such accounts receivable that are
unpaid more than 90 days past the due date to the extent not already included in
doubtful accounts,

      minus (c) the amount of such accounts receivable due from Affiliates
referenced in subsection (a) hereof,

      minus (d) either (i) for the Company, the Tape Subsidiaries and K&M, all
payments under such accounts receivable to be made in a currency other than
United States Funds that is not freely convertible into United States Funds or


                                      -13-
<PAGE>

that may not be freely withdrawn from the country of origin, or (ii) for the
Canadian Borrower, all payments under such accounts receivable to be made in a
currency other than Canadian Funds that is not freely convertible into Canadian
Funds or that may not be freely withdrawn from the country of origin,

      minus (e) accounts receivable in which the security interest of the
Domestic Agent or the Canadian Agent, as the case may be, is not perfected or
published, as the case may be, or that are subject to Liens other than Liens
securing the Secured Obligations as such term is defined in the Domestic
Security Agreement or the Canadian Security Agreement, as applicable,

      minus (f) all such accounts receivable due from any Person and its
Affiliates for which at least 50% of such accounts receivable are unpaid more
than 90 days past the due date to the extent not already included in doubtful
accounts,

      minus (g) accounts receivable to the extent the debtor is a creditor of
the Company or any of its Subsidiaries and has asserted a right of setoff and
has disputed its liability or has filed any claim to contest the amount due, and

      minus (h) accounts receivable for which the Agent has certified in writing
to the Company that in its commercially reasonable judgment, believes to be
doubtful to the extent not already included in doubtful accounts;

      it being understood that each reduction hereof shall be made without any
double counting or other duplication of any amount.

      "Eligible Canadian Assignee" means a financial institution that is (i) not
a non-resident of Canada for the purpose of the Income Tax Act (Canada), or (ii)
an "authorized foreign bank" as defined in section 2 of the Bank Act (Canada)
and in subsection 248(l) of the Income Tax Act (Canada), that is not subject to
the restrictions and requirements referred to in subsection 524(2) of the Bank
Act (Canada) and which will receive all amounts paid or credited to it under its
Canadian Revolving Loans and under the Credit Documents in respect of its
"Canadian banking business" (as defined in subsection 248(l) of the Income Tax
Act (Canada)) for the purposes of paragraph 212(13.3)(a) of the Income Tax Act
(Canada) and will include all amounts paid or credited to it under its Canadian
Revolving Loans and under the Credit Documents under Part I of the Income Tax
Act (Canada) in computing its income from a business carried on by it in Canada;
provided, however, that no Obligor or Affiliate of an Obligor shall qualify as
an Eligible Canadian Assignee under any circumstances.

      "Eligible Domestic Assignee" means (a) a Domestic Lender, (b) an Affiliate
of a Domestic Lender, and (c) subject to the prior approval of the Domestic
Agent and, so long as no Event of Default shall have occurred and be continuing,
the Domestic Borrower, such approval by the Domestic Agent and the Domestic
Borrower not to be unreasonably withheld:

      (i) a commercial bank organized under the laws of the United States of
America, or any state thereof, and having total assets in excess of
$500,000,000;


                                      -14-
<PAGE>

      (ii) a savings and loan association or savings bank organized under the
laws of the United States of America, or any state thereof, and having total
assets in excess of $500,000,000;

      (iii) a commercial bank organized under the laws of any other country that
is a member of the Organization for Economic Cooperation and Development or has
concluded special lending arrangements with the International Monetary Fund
associated with its General Arrangements to Borrow or of the Cayman Islands, or
a political subdivision of any such country, and having total assets in excess
of $500,000,000, so long as such bank is acting through a branch or agency
located in the United States of America;

      (iv) the central bank of any country that is a member of the Organization
for Economic Cooperation and Development; and

      (v) a finance company, insurance company or other financial institution or
fund (whether a corporation, partnership, trust or other entity) that is engaged
in making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business and having total assets in excess of $500,000,000;

provided, however, that (A) no Person shall qualify as an Eligible Domestic
Assignee with respect to assignments of obligations as a Domestic Letters of
Credit Issuer unless such Person qualifies under clauses (d)(i) or (d)(iii)
above and (B) no Obligor or Affiliate of an Obligor shall qualify as an Eligible
Domestic Assignee under any circumstances.

      "Eligible Fixed Assets" means, at any date, the total of:

      (a) the aggregate amount carried as property, plant and equipment
(calculated at cost and not reduced by accumulated or other depreciation) on the
most recent borrowing base report of either (i) the Company, the Tape
Subsidiaries and K&M or (ii) the Canadian Borrower, as the case may be,
delivered in accordance with Section 6.4.3,

      minus (b) any amounts included in the foregoing clause (a) in respect of:

      (i) assets in which the security interest of the Domestic Agent or the
Canadian Agent, as the case may be, is not perfected or published, as the case
may be, or that are subject to Liens other than Liens securing the Secured
Obligations as such term is defined in the applicable Security Agreement, or
existing liens on the real property of the Company located at Ronse Renaix,
Belgium and the real property of American Biltrite Far East, Inc. located in
Singapore, Singapore, and

      (ii) obsolete, damaged, defective or worn items (normal wear and tear
excluded).

      "Eligible Inventory" means, at any date, the remainder of:

            (a) the aggregate amount carried as inventory, at the lower of cost
      or market value and net of any related valuation reserves, all computed in
      accordance with GAAP, on the most recent borrowing base report of either
      (i) the Company, the Tape Subsidiaries and K&M or (ii) the Canadian


                                      -15-
<PAGE>

      Borrower, as the case may be, delivered in accordance with Section 6.4.3,
      including work in progress,

      minus (b) advance payments from customers reflected on the Consolidated
      balance sheet of the Company and its Subsidiaries except to the extent it
      reduces accounts receivable,

      minus (c) inventory in which the security interest of the Domestic Agent
      or the Canadian Agent, as the case may be, is not perfected or published,
      as the case may be, or that is subject to Liens other than Liens securing
      the Secured Obligations as such term is defined in the Domestic Security
      Agreement or the Canadian Security Agreement, as applicable,

      minus (d) obsolete, damaged or returned inventory to the extent not
      covered by reserves on the Consolidated balance sheet of the Company and
      its Subsidiaries.

      "Environmental Laws" means all applicable federal, state or local
statutes, laws, ordinances, codes, rules, regulations and guidelines (including
consent decrees and administrative orders) relating to public health and safety
and protection of the environment, including the federal Occupational Health and
Safety Act.

      "ERISA" means the federal Employee Retirement Income Security Act of 1974.

      "ERISA Group Person" means the Company, any of its Subsidiaries and any
Person which is a member of the controlled group or under common control with
the Company or any of its Subsidiaries within the meaning of section 414 of the
Code or section 4001(a)(14) of ERISA.

      "Event of Default" is defined in Section 8.1.

      "Exchange Act" means the federal Securities Exchange Act of 1934.

      "Excluded Taxes" is defined in Section 9.4.1.

      "Existing Credit Agreement" is defined in the preamble.

      "Federal Funds Rate" means, for any day, the rate equal to the weighted
average (rounded upward to the nearest 1/8%) of (a) the rates on overnight
federal funds transactions with members of the Federal Reserve System arranged
by federal funds brokers, as such weighted average is published for such day
(or, if such day is not a Banking Day, for the immediately preceding Banking
Day) by the Federal Reserve Bank of New York or (b) if such rate is not so
published for such Banking Day, quotations received by the Domestic Agent from
three federal funds brokers of recognized standing selected by the Domestic
Agent. Each determination by the Domestic Agent of the Federal Funds Rate shall,
in the absence of manifest error, be conclusive.

      "Final Maturity Date" means September 30, 2006.


                                      -16-
<PAGE>

      "Financial Officer" of the Company or the Canadian Borrower, as
applicable, (or other specified Person) means its chief executive officer, chief
financial officer, chief operating officer, chairman, president, treasurer,
controller or any of its vice presidents whose primary responsibility is for its
financial affairs, in each case whose incumbency and signatures have been
certified to the Domestic Agent and/or the Canadian Agent, as the case may be,
by the secretary or other appropriate attesting officer of the Company (or such
specified Person).

      "Financing Debt" means each of the items described in clauses (a) through
(e) of the definition of the term "Indebtedness" and, without duplication, any
Guarantees of such items.

      "Fixed Rate" means for any Fixed Rate Interest Period, the rate identified
by the Domestic Agent for such period.

      "Fixed Rate Interest Period" means any period, selected as provided in
Section 3.3.1, of seven, fourteen or twenty-one days or one, two, three or six
months, commencing on any Banking Day and ending on the corresponding date in
the subsequent calendar month so indicated (or, if such subsequent calendar
month has no corresponding date, on the last day of such subsequent calendar
month); provided, however, if any Fixed Rate Interest Period so selected would
otherwise begin or end on a date which is not a Banking Day, such Fixed Rate
Interest Period shall instead begin or end, as the case may be, on the
immediately preceding or succeeding Banking Day as determined by the Domestic
Agent.

      "Fixed Rate Pricing Option" means the options granted pursuant to Section
3.3.1 to have the interest on any portion of the Loan computed on the basis of a
Fixed Rate.

      "Fleet" is defined in the preamble.

      "Foreign Subsidiary" means each Subsidiary that is organized under the
laws of, and conducting its business primarily in a jurisdiction outside of, the
United States of America and that is not domesticated or dually incorporated
under the laws of the United States of America or the states thereof.

      "Foreign Wholly-Owned Subsidiary" means each Wholly Owned Subsidiary that
is organized under the laws of, and conducting its business primarily in a
jurisdiction outside of, the United States of America and that is not
domesticated or dually incorporated under the laws of the United States of
America or the states thereof.

      "Funding Liability" means (a) any Eurodollar deposit which was used (or
deemed by Section 3.2.6 to have been used) to fund any portion of the Loan
subject to a LIBOR Pricing Option, and (b) any portion of the Loan subject to a
LIBOR Pricing Option funded (or deemed by Section 3.2.6 to have been funded)
with the proceeds of any such Eurodollar deposit.

      "GAAP" means generally accepted accounting principles as from time to time
in effect, including the statements and interpretations of the United States
Financial Accounting Standards Board; provided, however, that (a) for purposes
of compliance with Section 6 (other than Section 6.4) and the related
definitions, "GAAP" means such principles as in effect on December 31, 2004, as


                                      -17-
<PAGE>

applied by the Company and its Subsidiaries in the preparation of the most
recent annual statements referred to in Section 7.2.1(a), and consistently
followed, without giving effect to any subsequent changes thereto and (b) in the
event of a change in generally accepted accounting principles after such date,
either the Company or the Required Lenders may request a change in the
definition of "GAAP", in which case the parties hereto shall negotiate in good
faith with respect to an amendment of this Agreement implementing such change.
It being understood that, for purposes of this Agreement, with respect to any
reference to or requirement that financial statements of and other financial
measurements with respect to the Company be (or be based on or derived from)
financial measurements determined in accordance with GAAP, accounting for
Congoleum on the equity method of accounting shall be deemed GAAP compliant.

      "Granting Lender" is defined in Section 11.3.

      "Guarantee" means, with respect to the Company (or other specified
Person):

      (a) any guarantee by the Company (or such specified Person) of the payment
or performance of, or any contingent obligation by the Company (or such
specified Person) in respect of, any Indebtedness or other obligation of any
primary obligor;

      (b) any other arrangement whereby credit is extended to a primary obligor
on the basis of any promise or undertaking of the Company (or such specified
Person), including any binding "comfort letter" or "keep well agreement" written
by the Company (or such specified Person), to a creditor or prospective creditor
of such primary obligor, to (i) pay the Indebtedness of such primary obligor,
(ii) purchase an obligation owed by such primary obligor, (iii) pay for the
purchase or lease of assets or services regardless of the actual delivery
thereof or (iv) maintain the capital, working capital, solvency or general
financial condition of such primary obligor;

      (c) any liability of the Company (or such specified Person), as a general
partner of a partnership in respect of Indebtedness or other obligations of such
partnership;

      (d) any liability of the Company (or such specified Person) as a joint
venturer of a joint venture in respect of Indebtedness or other obligations of
such joint venture;

      (e) any liability of the Company (or such specified Person) with respect
to the tax liability of others as a member of a group (other than a group
consisting solely of the Company and its Subsidiaries) that is consolidated for
tax purposes; and

      (f) reimbursement obligations, whether contingent or matured, of the
Company (or such specified Person) with respect to letters of credit, bankers
acceptances, surety bonds, other financial guarantees and hedge agreements,

in each case whether or not any of the foregoing are reflected on the balance
sheet of the Company (or such specified Person) or in a footnote thereto;
provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The amount of any
Guarantee and the amount of Indebtedness resulting from such Guarantee shall be


                                      -18-
<PAGE>

the maximum amount that the guarantor may become obligated to pay in respect of
the obligations (whether or not such obligations are outstanding at the time of
computation).

      "Guarantee Agreement" means the Guarantee Agreement dated October 14, 2003
among the Subsidiaries party thereto and the Domestic Agent, and attached hereto
as Exhibit 1(c).

      "Guarantor" shall have the meaning given to such term in the Guarantee
Agreement.

      "Hazardous Material" means any pollutant, toxic or hazardous material or
waste, including any "hazardous substance" or "pollutant" or "contaminant" as
defined in section 101(14) of CERCLA or any other Environmental Law or regulated
as toxic or hazardous under RCRA or any other Environmental Law.

      "Indebtedness" means all obligations, contingent or otherwise, which in
accordance with GAAP are required to be classified upon the balance sheet of the
Company (or other specified Person) as liabilities, but in any event including
(without duplication):

      (a) indebtedness for borrowed money;

      (b) indebtedness evidenced by notes, debentures or similar instruments;

      (c) Capitalized Lease Obligations and Synthetic Lease Obligations;

      (d) mandatory redemption, repurchase or dividend rights on capital stock
(or other equity), including provisions that require the exchange of such
capital stock (or other equity) for Indebtedness from the issuer;

      (e) reimbursement obligations, whether contingent or matured, with respect
to letters of credit, bankers acceptances, surety bonds, other financial
guarantees and hedge agreements (without duplication of other Indebtedness
supported or guaranteed thereby);

      (f) obligations that are immediately and directly due and payable out of
the proceeds of or production from property;

      (g) liabilities secured by any Lien existing on property owned or acquired
by the Company (or such specified Person), whether or not the liability secured
thereby shall have been assumed; and

      (h) all Guarantees in respect of Indebtedness of others.

      "Indemnified Party" is defined in Section 9.2.

      "Initial Closing Date" means May 20, 2005.

      "Intercreditor Agreement" is defined in Section 5.1.5.


                                      -19-
<PAGE>

      "Interest Period" means each of the LIBOR Interest Period and the Fixed
Rate Interest Period.

      "Interest Rate Protection Agreements" means any interest rate swap,
interest rate cap, interest rate hedge or other contractual arrangement that
converts variable interest rates into fixed interest rates, fixed interest rates
into variable interest rates or other similar arrangements.

      "Investment" means, with respect to the Company (or other specified
Person):

      (a) any share of capital stock, partnership or other equity interest,
evidence of Indebtedness or other security issued by any other Person;

      (b) any loan, advance or extension of credit to, or contribution to the
capital of, any other Person;

      (c) any Guarantee of the obligations of any other Person;

      (d) any acquisition of all, or any division or similar operating unit of,
the business of any other Person or the assets comprising such business,
division or unit; and

      (e) any other similar investment.

The investments described in the foregoing clauses (a) through (e) shall be
included in the term

      "Investment" whether they are made or acquired by purchase, exchange,
issuance of stock or other securities, merger, reorganization or any other
method; provided, however, that the term "Investment" shall not include (i)
trade and customer accounts receivable for property leased, goods furnished or
services rendered in the ordinary course of business and payable within one year
in accordance with customary trade terms, (ii) deposits, advances or prepayments
to suppliers for property leased or licensed, goods furnished and services
rendered in the ordinary course of business, (iii) advances to employees for
relocation and travel expenses, drawing accounts and similar expenditures, (iv)
stock or other securities acquired in connection with the satisfaction or
enforcement of Indebtedness or claims due to the Company (or such specified
Person) or as security for any such Indebtedness or claim or (v) demand deposits
in banks or similar financial institutions.

      In determining the amount of outstanding Investments:

(A) the amount of any Investment shall be the cost thereof minus any returns of
capital in cash on such Investment (determined in accordance with GAAP without
regard to amounts realized as income on such Investment);

(B) the amount of any Investment in respect of a purchase described in clause
(d) above shall include the amount of any Financing Debt assumed in connection
with such purchase or secured by any asset acquired in such purchase (whether or
not any Financing Debt is assumed) or for which any Person that becomes a


                                      -20-
<PAGE>

Subsidiary is liable on the date on which the securities of such Person are
acquired; and

(C) no Investment shall be increased as the result of an increase in the
undistributed retained earnings of the Person in which the Investment was made
or decreased as a result of an equity interest in the losses of such Person.

      "Joinder Agreement" is defined in Section 5.1.9.

      "K&M" is defined in the preamble.

      "Legal Requirement" means any present or future requirement imposed upon
any of the Lenders or the Company and its Subsidiaries by any law, statute,
rule, regulation, directive, order, decree or guideline (or any interpretation
thereof by courts or of administrative bodies) of the United States of America
or Canada, or any jurisdiction in which any LIBOR Office is located or any state
or political subdivision of any of the foregoing, or by any board, governmental
or administrative agency, central bank or monetary authority of the United
States of America or Canada, any jurisdiction in which any LIBOR Office is
located or where the Company or any of its Subsidiaries may from time to time be
organized, owns property or conducts its business, or any political subdivision
of any of the foregoing. Any such law, statute, rule, regulation, directive,
order, decree, guideline or interpretation imposed on any of the Lenders not
having the force of law shall be deemed to be a Legal Requirement for purposes
of Section 3 if such Lender reasonably believes that compliance therewith is
customary commercial practice.

      "Lender" means each of the Domestic Lenders and Canadian Lenders.

      "Letter of Credit Exposure" means, at any date, the sum of Domestic Letter
of Credit Exposure plus Canadian Letter of Credit Exposure.

      "LIBOR Basic Rate" means, (i) for any LIBOR Interest Period of the
Domestic Revolving Loans the rate of interest at which deposits of United States
funds are offered in the London interbank market for a period of time equal to
such LIBOR Interest Period that appears on Dow Jones Market Service Page 3750
(or any other commercially available source) as of 11:00 a.m.(London time) two
Banking Days prior to the Banking Day on which such LIBOR Interest Period
begins, and (ii) for any LIBOR Interest Period of the Canadian Revolving Loans
the rate of interest at which deposits of United States fund or Canadian funds,
as applicable, are offered in the London interbank market for a period of time
equal to such LIBOR Interest Period that appears on Reuters Screen Rate (or any
other commercially available source) as of 11:00 a.m. (London time) two Banking
Days prior to the Banking Day on which such LIBOR Interest Period begins for
deposits in the relevant currency.

      "LIBOR Interest Period" means any period, selected as provided in Section
3.2.1, of seven, fourteen or twenty-one days or one, two, three or six months,
commencing on any Banking Day and ending on the corresponding date in the
subsequent calendar month so indicated (or, if such subsequent calendar month
has no corresponding date, on the last day of such subsequent calendar month);


                                      -21-
<PAGE>

provided, however, that subject to Section 3.2.3, if any LIBOR Interest Period
so selected would otherwise begin or end on a date which is not a Banking Day,
such LIBOR Interest Period shall instead begin or end, as the case may be, on
the immediately preceding or succeeding Banking Day as determined by the
Domestic Agent or the Canadian Agent, as the case may be, in accordance with the
then current banking practice in the inter-bank Eurodollar market with respect
to Eurodollar deposits at the applicable LIBOR Office, which determination by
the Domestic Agent or the Canadian Agent, as the case may be, shall, in the
absence of manifest error, be conclusive.

      "LIBOR Office" means such non-United States office or international
banking facility of any Lender as such Lender may from time to time select.

      "LIBOR Pricing Options" means the options granted pursuant to Section
3.2.1 to have the interest on any portion of the Loan computed on the basis of a
LIBOR Rate.

      "LIBOR Rate" for any LIBOR Interest Period means the rate, rounded upward
to the nearest 1/100,000, obtained by dividing (a) the LIBOR Basic Rate for such
LIBOR Interest Period by (b) an amount equal to 1 minus the LIBOR Reserve Rate;
provided, however, that if at any time during such LIBOR Interest Period the
LIBOR Reserve Rate applicable to any outstanding LIBOR Pricing Option changes,
the LIBOR Rate for such LIBOR Interest Period shall automatically be adjusted to
reflect such change, effective as of the date of such change to the extent
required by the Legal Requirement implementing such change.

      "LIBOR Reserve Rate" means the stated maximum rate (expressed as a
decimal) of all reserves (including any basic, supplemental, marginal or
emergency reserve or any reserve asset), if any, as from time to time in effect,
required by any Legal Requirement to be maintained by any Lender against (a)
"Eurocurrency liabilities" as specified in Regulation D of the Board of
Governors of the Federal Reserve System applicable to LIBOR Pricing Options or
(b) any other category of extensions of credit, or other assets, that includes
loans subject to a LIBOR Pricing Option by a non-United States office of any of
the Lenders to United States residents, in each case without the benefits of
credits for prorations, exceptions or offsets that may be available to a Lender.

      "Lien" means, with respect to the Borrower (or any other specified
Person):

      (a) any lien, encumbrance, mortgage, pledge, hypothec, charge or security
interest of any kind upon any property or assets of the Company (or such
specified Person), whether now owned or hereafter acquired, or upon the income
or profits therefrom (excluding in any event a financing statement or
application for registration filed by a lessor under an operating lease not
intended to be a secured financing);

      (b) the acquisition of, or the agreement to acquire, any property or asset
upon conditional or installment sale or subject to any other title retention
agreement, device or arrangement (including a Capitalized Lease and a Synthetic
Lease);


                                      -22-
<PAGE>

      (c) the sale, assignment, pledge or transfer for security of any accounts,
general intangibles or chattel paper of the Borrower (or such specified Person),
with or without recourse;

      (d) in the case of securities, any purchase option, call or similar
purchase right of a third party;

      (e) the transfer of any tangible or corporeal property or assets for the
purpose of subjecting such items to the payment of previously outstanding
Indebtedness in priority to payment of the general creditors of the Borrower (or
such specified Person); and

      (f) the existence for a period of more than 120 consecutive days of any
Indebtedness against the Borrower (or such specified Person) which if unpaid
would by law or upon a Bankruptcy Default be given priority over general
creditors.

      "Loan" means, collectively, the Revolving Loans.

      "Margin Stock" means "margin stock" within the meaning of Regulations T, U
or X of the Board of Governors of the Federal Reserve System.

      "Material Adverse Change" means, since any specified date or from the
circumstances existing immediately prior to the happening of any specified
event, a material adverse change in (a) the business, assets, financial
condition, income or prospects of the Company and its Subsidiaries (on a
Consolidated basis), whether as a result of (i) general economic conditions
affecting the industries in which the Company operates, (ii) difficulties in
obtaining supplies and raw materials, (iii) fire, flood or other natural
calamities, (iv) environmental pollution, (v) regulatory changes, judicial
decisions, war or other governmental action or (vi) any other event or
development, whether or not related to those enumerated above or (b) the ability
of any Obligor to perform material obligations under the Credit Documents or (c)
the rights and remedies of the Agent and the Lenders under the Credit Documents,
it being understood that the transactions contemplated by the Congoleum Plan,
the Congoleum Note or the Congoleum Plan Trust, and the effects thereof
(including, without limitation, changes in ownership or ownership rights in
Congoleum), shall be excluded for the purposes hereof.

      "Material Agreements" is defined in Section 7.2.2.

      "Material Financing Debt" means any Financing Debt (other than the Credit
Obligations) outstanding in an aggregate amount of principal (whether or not
due) and accrued interest exceeding $250,000.

      "Maximum Amount of Canadian Revolving Credit" is defined in Section 2.2.2.

      "Maximum Amount of Revolving Credit" is defined in Section 2.1.2.

      "Multiemployer Plan" means any Plan that is a "multiemployer plan" as
defined in section 4001(a)(3) of ERISA.


                                      -23-
<PAGE>

      "Nonperforming Lender" is defined in Section 10.4.5.

      "Note Obligations" means the obligations under the Note Purchase Agreement
and any documents executed in connection with the transactions contemplated by
the Note Purchase Agreement, including, without limitation, any fees, interest
and Yield Maintenance Amount (as defined in the Note Purchase Agreement).

      "Note Purchase Agreement" means the Amended and Restated Note Purchase
Agreement and Facility Guarantee dated as of May 20, 2005, as amended and as
from time to time in effect, among the Company, K&M, Prudential, the Guarantors,
and other Persons joining thereto as Guarantors from time to time, pursuant to a
guarantor joinder agreement.

      "Notes" means the Revolving Notes.

      "Noteholders" means, the holders of the Note Obligations.

      "Obligor" means the Borrowers and each other Person guaranteeing or
providing collateral for the Credit Obligations (but in all events and for all
purposes excluding Congoleum).

      "Other Taxes" is defined in Section 9.4.2.

      "Overdue Reimbursement Rate" means, at any date, the highest Applicable
Rate then in effect.

      "Payment Date" means (a) the last Banking Day of each March, June,
September and December, beginning on the first such date after the date hereof
and (b) the Final Maturity Date.

      "PBGC" means the Pension Benefit Guaranty Corporation or any successor
entity.

      "Percentage Interest" means, with respect to any Lender, the Commitment of
such Lender with respect to the respective portions of the Loan and Letter of
Credit Exposure. For purposes of determining votes or consents by the Lenders,
the Percentage Interest of any Lender shall be computed as follows: (a) at all
times when no Event of Default under Section 8.1.1 and no Bankruptcy Default
exists, the ratio that the respective Commitments of such Lender bears to the
total Commitments of all Lenders as from time to time in effect and reflected in
the Register, and (b) at all other times, the ratio that the respective amounts
of the outstanding Loan and Letter of Credit Exposure owing to such Lender bear
to the total outstanding Loan and Letter of Credit Exposure owing to all
Lenders.

      "Performing Lender" is defined in Section 10.4.5.

      "Person" means any present or future natural person or any corporation,
association, partnership, joint venture, limited liability, joint stock or other
company, business trust, trust, organization, business or government or any
governmental agency or political subdivision thereof.


                                      -24-
<PAGE>

      "PIK Interest" means any accrued interest payments on Financing Debt that
are postponed or made through the issuance of "payment-in-kind" notes or other
similar securities (including book-entry accrual with respect to such postponed
interest payments), all in accordance with the terms of such Financing Debt;
provided, however, that in no event shall PIK Interest include payments made
with cash or Cash Equivalents.

      "Plan" means, at any date, any pension benefit plan subject to Title IV of
ERISA maintained, or to which contributions have been made or are required to be
made, by any ERISA Group Person within six years prior to such date.

      "Pricing Options" means each of the LIBOR Pricing Options and the Fixed
Rate Pricing Options.

      "Prudential" means The Prudential Insurance Company of America.

      "Purchase Money Lien" means, with respect to the Borrower (or any other
specified Person), any Lien on any real or immovable, personal or movable
property purchased or leased by such Person (under purchase money security
interests, mortgages, conditional sales, installment sales, Capitalized Leases,
Synthetic Leases and any other title retention or deferred purchase devices, and
whether given to the vendor, the lessor or to a lender) existing or created on
the date on which such property is leased or acquired within 60 days thereafter,
and any renewal, extension or refunding of any such Lien in an amount not to
exceed the amount thereof remaining unpaid immediately prior to such renewal,
extension or refunding.

      "RCRA" means the federal Resource Conservation and Recovery Act, 42 U.S.C.
section 690, et seq.

      "Reference Leverage Ratio" means, on any date, the ratio of (a)
Consolidated Total Debt as of the end of the most recent period of four
consecutive fiscal quarters for which financial statements have been furnished
to the Lenders in accordance with Sections 6.4.1 and 6.4.2 prior to such date to
(b) Consolidated EBITDA for such period.

      "Register" is defined in Section 11.1.3.

      "Required Lenders" means, with respect to any approval, consent,
modification, waiver or other action to be taken by the Agent or the Lenders
under the Credit Documents which require action by the Required Lenders, such
Lenders as own at least 75% of the Percentage Interests; provided, however, that
with respect to any matters referred to in the proviso to Section 14.1, Required
Lenders means such Lenders as own at least the respective portions of the
Percentage Interests required by Section 14.1.

      "Revolving Loan" means, collectively, the Domestic Revolving Loan and the
Canadian Revolving Loan.

      "Revolving Notes" is defined in Section 2.1.4.


                                      -25-
<PAGE>

      "SEC Reports" is defined in Section 7.15.

      "Securities Act" means the federal Securities Act of 1933.

      "Security Agreement" means the Canadian Security Agreement and the
Domestic Security Agreement, collectively.

      "Senior Management Team" means each of Roger S. Marcus, Richard G. Marcus,
William M. Marcus and Howard N. Feist III.

      "SPV" is defined in Section 11.3.

      "Subsidiary" means any Person of which the Borrower (or other specified
Person) shall at the time, directly or indirectly through one or more of its
Subsidiaries, (a) own at least 50% of the outstanding capital stock (or other
shares of beneficial interest) entitled to vote generally, (b) hold at least 50%
of the partnership, joint venture or similar interests or (c) be a general
partner or joint venturer; provided that, at no time and for no purpose shall
Congoleum be considered a Subsidiary.

      "Synthetic Lease" means a lease by the Company and its Subsidiaries that
is treated as an operating lease under GAAP and as a loan or other financing for
federal income tax purposes.

      "Synthetic Lease Obligations" means the aggregate amount of future rental
payments under all Synthetic Leases discounted at a discount rate equal to the
rate on Treasury bills of comparable maturity.

      "Tape Subsidiaries" means Ideal Tape Co., Inc., ABItalia, Inc. and
American Biltrite Far East, Inc.

      "Tax" or "Taxes" is defined in Section 9.4.1.

      "Toronto Office" means the principal banking office of Bank of America
Canada in Toronto, Ontario.

      "United States Funds" means such coin or currency of the United States of
America as at the time shall be legal tender therein for the payment of public
and private debts.

      "Unrestricted Subsidiaries" means (a) K&M and American Biltrite Canada
Ltd., (b) each Subsidiary that is a Guarantor under the Guarantee Agreement, and
(c) Persons that are designated in writing as "Unrestricted Subsidiaries" after
the date hereof by the Domestic Agent; provided, however, that Unrestricted
Subsidiaries shall not include Janus Flooring Corporation or Congoleum.

      "Wholly Owned Subsidiary" means any Subsidiary of which all of the
outstanding capital stock (or other shares of beneficial interest) entitled to
vote generally (other than directors' qualifying shares and, in the case of
Foreign Subsidiaries, shares required by Legal Requirements to be held by


                                      -26-
<PAGE>

foreign nationals) is owned by the Company (or other specified Person) directly,
or indirectly through one or more other Wholly Owned Subsidiaries.

2. The Credits.

      2.1. Domestic Revolving Credit.

            2.1.1. Domestic Revolving Loan. Subject to all the terms and
      conditions of this Agreement and so long as no Default exists, from time
      to time on and after the Initial Closing Date and prior to the Final
      Maturity Date the Domestic Lenders will, severally in accordance with
      their respective Commitments in the Domestic Revolving Loan, make loans to
      the Domestic Borrower in such amounts as may be requested by the Domestic
      Borrower in accordance with Section 2.1.3. The sum of the aggregate
      principal amount of loans made under this Section 2.1.1 at any one time
      outstanding plus the Letter of Credit Exposure shall in no event exceed
      the lesser of (a) the Borrowing Base or (b) Maximum Amount of Revolving
      Credit. In no event will the principal amount of loans at any one time
      outstanding made by any Domestic Lender pursuant to this Section 2.1,
      together with such Domestic Lender's Percentage Interest in the Domestic
      Letter of Credit Exposure, exceed such Domestic Lender's Commitment with
      respect to the Domestic Revolving Loan. For purposes of determining the
      maximum amount that may be borrowed at any particular time pursuant to
      this Section 2.1.1, any loans made or letters of credit issued pursuant to
      this Agreement denominated in Canadian dollars shall, solely for purposes
      of making such determination, be converted into United States dollars at
      the prevailing foreign exchange spot rate of the Domestic Agent on the
      date the applicable borrowing in Canadian dollars was made.

            2.1.2. Maximum Amount of Revolving Credit. The term "Maximum Amount
      of Revolving Credit" means $20,000,000 minus the amount outstanding under
      the Canadian Revolving Credit minus the Canadian Letter of Credit
      Exposure.

            2.1.3. Domestic Borrowing Requests. The Domestic Borrower may from
      time to time request a loan under Section 2.1.1 by providing to the
      Domestic Agent a notice. Such notice must be received by the Domestic
      Agent not later than noon (Boston time) on the Banking Day (second Banking
      Day if any portion of such loan will be subject to a LIBOR Pricing Option
      on the requested Closing Date) that is the requested Closing Date for such
      loan. The notice must specify (a) the amount of the requested loan, which
      shall be not less than $500,000 and an integral multiple of $100,000 and
      (b) the requested Closing Date therefor, which shall be a Banking Day.
      Upon receipt of such notice, the Domestic Agent will promptly inform each
      other Domestic Lender (by telephone or otherwise). Each such loan will be
      made at the Boston Office by depositing the amount thereof to the general
      account of the Domestic Borrower with the Domestic Agent. In connection
      with each such loan, the Domestic Borrower shall furnish to the Domestic
      Agent a certificate in substantially the form of Exhibit 5.2.1(a).

            2.1.4. Revolving Notes. The aggregate principal amount of the loans
      outstanding from time to time under this Section 2.1 is referred to as the
      "Domestic Revolving Loan". The Domestic Agent shall keep a record of the
      Domestic Revolving Loan and the respective interests of the Domestic


                                      -27-
<PAGE>

      Lenders therein as part of the Register, which shall evidence the Domestic
      Revolving Loan. The Domestic Revolving Loan shall be deemed owed to each
      Domestic Lender having a Commitment therein severally in accordance with
      such Domestic Lender's Percentage Interest therein, and all payments
      thereon shall be for the account of each Domestic Lender in accordance
      with its Percentage Interest therein. Upon written request of any Domestic
      Lender, the Domestic Borrower's obligations to pay such Domestic Lender's
      Percentage Interest in the Domestic Revolving Loan shall be further
      evidenced by a separate note of the Domestic Borrower in substantially the
      form of Exhibit 2.1.4 (the "Revolving Notes"), payable to such Domestic
      Lender in accordance with such Domestic Lender's Percentage Interest in
      the Domestic Revolving Loan.

      2.2. Canadian Revolving Credit.

            2.2.1. Canadian Revolving Loan. Subject to all the terms and
      conditions of this Agreement and so long as no Default exists, from time
      to time on and after the Initial Closing Date and prior to the Final
      Maturity Date the Canadian Lenders will, severally in accordance with
      their respective Commitments in the Canadian Revolving Loan, make loans to
      the Canadian Borrower in such amounts as may be requested by the Canadian
      Borrower in accordance with Section 2.2.3. The sum of the aggregate
      principal amount of loans made under this Section 2.2.1 at any one time
      outstanding plus the Canadian Letter of ---- Credit Exposure shall in no
      event exceed the lesser of (a) the Canadian Borrowing Base or (b) Maximum
      Amount of Canadian Revolving Credit. In no event will the principal amount
      of loans at any one time outstanding made by any Canadian Lender pursuant
      to this Section 2.2, together with such Canadian Lender's Percentage
      Interest in the Canadian Letter of Credit Exposure, exceed such Canadian
      Lender's Commitment with respect to the Canadian Revolving Loan. At the
      Canadian Borrower's request, Canadian Revolving Loans may be made in
      either United States dollars or Canadian dollars, provided that for
      purposes of determining the maximum amount that may be borrowed at any
      particular time pursuant to this Section 2.2.1, any loans made or letters
      of credit issued pursuant to this Agreement denominated in Canadian
      dollars shall, solely for purposes of making such determination, be
      converted into United States dollars at the prevailing foreign exchange
      spot rate of the Domestic Agent on the date the applicable borrowing in
      Canadian dollars was made. Canadian Revolving Loans may be Base Rate Loans
      in Canadian Funds or United States Funds, or may be priced according to a
      LIBOR Pricing Option.

            2.2.2. Maximum Amount of Canadian Revolving Credit. The term
      "Maximum Amount of Canadian Revolving Credit" shall initially mean the
      lesser of (a) $12,000,000, and (b) an amount equal to $20,000,000 minus
      the Domestic Revolving Loans outstanding, and, if requested by the
      Borrower, can be adjusted up or down on a quarterly basis but shall never
      exceed $12,000,000.

            2.2.3. Canadian Borrowing Requests. The Canadian Borrower may from
      time to time request a loan under Section 2.2.1 by providing to the
      Canadian Agent a notice. Such notice must be received by the Canadian
      Agent not later than noon (Toronto time) on the Banking Day (second
      Banking Day if any portion of such loan will be subject to a LIBOR Pricing


                                      -28-
<PAGE>

      Option on the requested Closing Date) that is the requested Closing Date
      for such loan. The notice must specify (a) the amount of the requested
      loan, which shall be not less than $500,000 and an integral multiple of
      $100,000 and (b) the requested Closing Date therefor, which shall be a
      Banking Day. Upon receipt of such notice, the Canadian Agent will promptly
      inform each other Canadian Lender (by telephone or otherwise). Each such
      loan will be made at the Toronto Office by depositing the amount thereof
      to the general account of the Canadian Borrower with the Canadian Agent,
      or as designated by the Canadian Borrower. In connection with each such
      loan, the Canadian Borrower shall furnish to the Canadian Agent a
      certificate in substantially the form of Exhibit 5.2.1(b).

            2.2.4. Register of Canadian Revolving Loans. The aggregate principal
      amount of the loans outstanding from time to time under this Section 2.2
      is referred to as the "Canadian Revolving Loan". The Domestic Agent shall
      keep a record of the Canadian Revolving Loan and the respective interests
      of the Canadian Lenders therein as part of the Register, which shall
      evidence the Canadian Revolving Loan. The Canadian Revolving Loan shall be
      deemed owed to each Canadian Lender having a Commitment therein severally
      in accordance with such Canadian Lender's Percentage Interest therein, and
      all payments thereon shall be for the account of each Canadian Lender in
      accordance with its Percentage Interest therein. Each Canadian Lender
      shall keep in its books, accounts for the Canadian Revolving Loan and
      other amounts payable by any Canadian Borrower under this Agreement. Each
      Canadian Lender shall keep appropriate registers showing the amount of the
      indebtedness of each Canadian Borrower in respect of the Canadian
      Revolving Loan and showing each payment or repayment of principal and
      interest made in respect of such indebtedness. Such registers shall,
      absent manifest error, constitute conclusive evidence of their content
      against the Canadian Borrower; provided that the obligation of the
      Canadian Borrower to pay or repay any indebtedness and liability owing by
      it in accordance with the terms and conditions of this Agreement and the
      Credit Documents shall not be affected by the failure of any Canadian
      Lender to keep such registers. Such registers shall be available for
      inspection by the Canadian Borrower at any reasonable time and from time
      to time upon reasonable prior notice.

      2.3. Domestic Letters of Credit.

            2.3.1. Issuance of Domestic Letters of Credit. Subject to all the
      terms and conditions of this Agreement and so long as no Default exists,
      from time to time on and after the Initial Closing Date and prior to the
      date five Banking Days preceding the Final Maturity Date, the Domestic
      Letter of Credit Issuer will issue for the account of the Domestic
      Borrower one or more irrevocable documentary or standby letters of credit
      (the "Domestic Letters of Credit"). The sum of Domestic Letter of Credit
      Exposure plus the Revolving Loan plus the Canadian Letter of Credit
      Exposure plus the Canadian Revolving Loan shall in no event exceed the
      Maximum Amount of Revolving Credit. Domestic Letter of Credit Exposure
      shall in no event exceed $4,000,000 and Letter of Credit Exposure
      attributable to the sum of standby Domestic Letters of Credit shall not
      exceed $4,000,000.


                                      -29-
<PAGE>

            2.3.2. Requests for Letters of Credit. The Domestic Borrower may
      from time to time request a Domestic Letter of Credit to be issued by
      providing to the Domestic Letter of Credit Issuer a notice which is
      actually received by the Domestic Agent not less than five Banking Days
      (for standby Domestic Letters of Credit) and one Banking Day (for
      documentary Domestic Letters of Credit) prior to the requested Closing
      Date for such Domestic Letter of Credit specifying (a) the amount of the
      requested Domestic Letter of Credit, (b) the beneficiary thereof, (c) the
      requested Closing Date and (d) a summary of the principal terms of the
      text for such Domestic Letter of Credit, together with the customary
      application form required by the Domestic Letter of Credit Issuer. The
      standby Domestic Letters of Credit may include a provision providing that
      the maturity date will be automatically extended each year for an
      additional year unless the Domestic Letter of Credit Issuer or the
      Domestic Agent gives written notice to the contrary. In the event of any
      inconsistency between such application form and this Agreement, this
      Agreement shall govern. Each Domestic Letter of Credit will be issued by
      forwarding it to the beneficiary as directed in writing by the Domestic
      Borrower. In connection with the issuance of any Domestic Letter of
      Credit, the Domestic Borrower shall furnish to the Domestic Letter of
      Credit Issuer (and the Domestic Agent if the Domestic Letter of Credit
      Issuer is not the Domestic Agent) a certificate in substantially the form
      of Exhibit 5.2.1.

            2.3.3. Form and Expiration of Domestic Letters of Credit. Each
      Domestic Letter of Credit and each draft accepted or paid under a Domestic
      Letter of Credit shall be issued, accepted or paid, as the case may be, by
      the Domestic Letter of Credit Issuer at its principal office. No Domestic
      Letter of Credit shall provide for the payment of drafts drawn thereunder,
      and no draft shall be payable, at a date which is later than the earlier
      of (a) except for certain standby Domestic Letters of Credit as noted in
      Section 2.3.2, the date 12 months after the date of issuance (which
      expiration date may be extended at the option of the Domestic Letter of
      Credit Issuer for additional 12-month periods ending prior to the date
      referred to in clause (b) below) or (b) five Banking Days prior to the
      Final Maturity Date. Each Domestic Letter of Credit and each draft
      accepted under a Domestic Letter of Credit shall be in such form and
      minimum amount, and shall contain such terms, as the Domestic Letter of
      Credit Issuer and the Domestic Borrower may agree upon at the time such
      Domestic Letter of Credit is issued.

            2.3.4. Domestic Lenders' Participation in Domestic Letters of
      Credit. Upon the issuance of any Domestic Letter of Credit, a
      participation therein, in an amount equal to each Domestic Lender's
      Percentage Interest in the Domestic Revolving Loan, shall automatically be
      deemed granted by the Domestic Letter of Credit Issuer to each such
      Domestic Lender on the date of such issuance and such Domestic Lenders
      shall automatically be obligated, as set forth in Section 10.5, to
      reimburse the Domestic Letter of Credit Issuer to the extent of their
      respective Percentage Interests in the Domestic Revolving Loan for all
      obligations incurred by the Domestic Letter of Credit Issuer to third
      parties in respect of such Domestic Letter of Credit not reimbursed by the
      Domestic Borrower. The Domestic Letter of Credit Issuer will send to each
      Domestic Lender (and the Domestic Agent if the Domestic Letter of Credit
      Issuer is not the Domestic Agent) a confirmation regarding the
      participations in Domestic Letters of Credit outstanding during such
      month.


                                      -30-
<PAGE>

            2.3.5. Reimbursement of Payment. At such time as a Domestic Letter
      of Credit Issuer makes any payment on a draft presented or accepted under
      a Domestic Letter of Credit, the amount of such payment shall be
      considered a loan under Section 2.1.1 (regardless of whether the
      conditions set forth in Section 5.2 are satisfied) and part of the
      Domestic Revolving Loan as if the Domestic Borrower had paid in full the
      amount required with respect to the Domestic Letter of Credit by borrowing
      such amount under Section 2.1.1, except as provided below. In the event
      such amount would cause the Domestic Revolving Loan to exceed the Maximum
      Amount of Revolving Credit or if during the existence of an Event of
      Default the Domestic Agent provides written notice to the Domestic
      Borrower that Domestic Letter of Credit payments will no longer be
      considered loans under Section 2.1.1, the Domestic Borrower will on demand
      pay to the Domestic Agent in immediately available funds the amount of
      such payment.

            2.3.6. Subrogation. Upon any payment by a Domestic Letter of Credit
      Issuer under any Domestic Letter of Credit and until the reimbursement of
      such Domestic Letter of Credit Issuer by the Domestic Borrower with
      respect to such payment (whether by cash payment or refinancing with
      proceeds of the Domestic Revolving Loan), the Domestic Letter of Credit
      Issuer shall be entitled to be subrogated to, and to acquire and retain,
      the rights which the Person to whom such payment is made may have against
      the Domestic Borrower, all for the benefit of the Domestic Lenders. The
      Domestic Borrower will take such action as the Domestic Letter of Credit
      Issuer may reasonably request, including requiring the beneficiary of any
      Domestic Letter of Credit to execute such documents as the Domestic Letter
      of Credit Issuer may reasonably request, to assure and confirm to the
      Domestic Letter of Credit Issuer such subrogation and such rights,
      including the rights, if any, of the beneficiary to whom such payment is
      made in accounts receivable, inventory and other properties and assets of
      any Obligor of the Domestic Borrower.

            2.3.7. Modification, Consent, etc. If the Domestic Borrower requests
      or consents in writing to any modification or extension of any Domestic
      Letter of Credit, or waives any failure of any draft, certificate or other
      document to comply with the terms of such Domestic Letter of Credit, the
      Domestic Letter of Credit Issuer shall be entitled to rely on such
      request, consent or waiver. This Agreement shall be binding upon the
      Domestic Borrower with respect to such Domestic Letter of Credit as so
      modified or extended, and with respect to any action taken or omitted by
      such Domestic Letter of Credit Issuer pursuant to any such request,
      consent or waiver.

      2.4. Canadian Letters of Credit.

            2.4.1. Issuance of Canadian Letters of Credit. Subject to all the
      terms and conditions of this Agreement and so long as no Default exists,
      from time to time on and after the Initial Closing Date and prior to the
      date five Banking Days preceding the Final Maturity Date, the Canadian
      Letter of Credit Issuer will issue for the account of the Canadian
      Borrower one or more irrevocable documentary or standby letters of credit
      (the "Canadian Letters of Credit"). The sum of Canadian Letter of Credit
      Exposure plus the Canadian Revolving Loan shall in no event exceed the
      Maximum Amount of Canadian Revolving Credit. Canadian Letter of Credit
      Exposure shall in no event exceed $1,000,000. At the request of the


                                      -31-
<PAGE>

      Canadian Borrower, Canadian Letters of Credit may be issued in either
      United States dollars or Canadian dollars, provided that for purposes of
      determining the amount of Canadian Letter of Credit Exposure, any
      outstanding Canadian Letters of Credit denominated in Canadian dollars
      shall, solely for purposes of making such determination, be converted into
      United States dollars at the prevailing foreign exchange spot rate of the
      Canadian Agent on the date the applicable Canadian Letter of Credit was
      issued.

            2.4.2. Requests for Letters of Credit. The Canadian Borrower may
      from time to time request a Canadian Letter of Credit to be issued by
      providing to the Canadian Letter of Credit Issuer a notice which is
      actually received by the Canadian Agent not less than five Banking Days
      (for standby Canadian Letters of Credit) and two Banking Days (for
      documentary Canadian Letters of Credit) prior to the requested Closing
      Date for such Canadian Letter of Credit specifying (a) the amount of the
      requested Canadian Letter of Credit, (b) the beneficiary thereof, (c) the
      requested Closing Date and (d) a summary of the principal terms of the
      text for such Canadian Letter of Credit, together with the customary
      application form required by the Canadian Letter of Credit Issuer. The
      standby Canadian Letters of Credit may include a provision providing that
      the maturity date will be automatically extended each year for an
      additional year unless the Canadian Letter of Credit Issuer or the
      Canadian Agent gives written notice to the contrary. In the event of any
      inconsistency between such application form and this Agreement, this
      Agreement shall govern. Each Canadian Letter of Credit will be issued by
      forwarding it to the beneficiary as directed in writing by the Canadian
      Borrower. In connection with the issuance of any Canadian Letter of
      Credit, the Canadian Borrower shall furnish to the Canadian Letter of
      Credit Issuer and the Agent a certificate in substantially the form of
      Exhibit 5.2.1.

            2.4.3. Form and Expiration of Canadian Letters of Credit. Each
      Canadian Letter of Credit and each draft accepted or paid under a Canadian
      Letter of Credit shall be issued, accepted or paid, as the case may be, by
      the Canadian Letter of Credit Issuer at its principal office. No Canadian
      Letter of Credit shall provide for the payment of drafts drawn thereunder,
      and no draft shall be payable, at a date which is later than the earlier
      of (a) except for certain standby Canadian Letters of Credit as noted in
      Section 2.4.2, the date 12 months after the date of issuance (which
      expiration date may be extended at the option of the Canadian Letter of
      Credit Issuer for additional 12-month periods ending prior to the date
      referred to in clause (b) below) or (b) five Banking Days prior to the
      Final Maturity Date. Each Canadian Letter of Credit and each draft
      accepted under a Canadian Letter of Credit shall be in such form and
      minimum amount, and shall contain such terms, as the Canadian Letter of
      Credit Issuer and the Canadian Borrower may agree upon at the time such
      Canadian Letter of Credit is issued.

            2.4.4. Canadian Lenders' Participation in Canadian Letters of
      Credit. Upon the issuance of any Canadian Letter of Credit, a
      participation therein, in an amount equal to each Canadian Lender's
      Percentage Interest in the Canadian Revolving Loan, shall automatically be
      deemed granted by the Canadian Letter of Credit Issuer to each such
      Canadian Lender on the date of such issuance and such Canadian Lenders
      shall automatically be obligated, as set forth in Section 10.5, to


                                      -32-
<PAGE>

      reimburse the Canadian Letter of Credit Issuer to the extent of their
      respective Percentage Interests in the Canadian Revolving Loan for all
      obligations incurred by the Canadian Letter of Credit Issuer to third
      parties in respect of such Canadian Letter of Credit not reimbursed by the
      Canadian Borrower. The Canadian Letter of Credit Issuer will send to each
      Canadian Lender and the Canadian Agent a confirmation regarding the
      participations in Canadian Letters of Credit outstanding during such
      month.

            2.4.5. Reimbursement of Payment. At such time as a Canadian Letter
      of Credit Issuer makes any payment on a draft presented or accepted under
      a Canadian Letter of Credit, the amount of such payment shall be
      considered a loan under Section 2.2.1 (regardless of whether the
      conditions set forth in Section 5.2 are satisfied) and part of the
      Canadian Revolving Loan as if the Canadian Borrower had paid in full the
      amount required with respect to the Canadian Letter of Credit by borrowing
      such amount under Section 2.2.1, except as provided below. In the event
      such amount would cause the Canadian Revolving Loan to exceed the Maximum
      Amount of Canadian Revolving Credit or if during the existence of an Event
      of Default the Canadian Agent provides written notice to the Canadian
      Borrower that Canadian Letter of Credit payments will no longer be
      considered loans under Section 2.2.1, the Canadian Borrower will on demand
      pay to the Canadian Agent in immediately available funds the amount of
      such payment.

            2.4.6. Subrogation. Upon any payment by a Canadian Letter of Credit
      Issuer under any Canadian Letter of Credit and until the reimbursement of
      such Canadian Letter of Credit Issuer by the Canadian Borrower with
      respect to such payment (whether by cash payment or refinancing with
      proceeds of the Canadian Revolving Loan), the Canadian Letter of Credit
      Issuer shall be entitled to be subrogated to, and to acquire and retain,
      the rights which the Person to whom such payment is made may have against
      the Canadian Borrower, all for the benefit of the Canadian Lenders. The
      Canadian Borrower will take such action as the Canadian Letter of Credit
      Issuer may reasonably request, including requiring the beneficiary of any
      Canadian Letter of Credit to execute such documents as the Canadian Letter
      of Credit Issuer may reasonably request, to assure and confirm to the
      Canadian Letter of Credit Issuer such subrogation and such rights,
      including the rights, if any, of the beneficiary to whom such payment is
      made in accounts receivable, inventory and other properties and assets of
      any Obligor of the Canadian Borrower.

            2.4.7. Modification, Consent, etc. If the Canadian Borrower requests
      or consents in writing to any modification or extension of any Canadian
      Letter of Credit, or waives any failure of any draft, certificate or other
      document to comply with the terms of such Canadian Letter of Credit, the
      Canadian Letter of Credit Issuer shall be entitled to rely on such
      request, consent or waiver. This Agreement shall be binding upon the
      Canadian Borrower with respect to such Canadian Letter of Credit as so
      modified or extended, and with respect to any action taken or omitted by
      such Canadian Letter of Credit Issuer pursuant to any such request,
      consent or waiver.

      2.5. Application of Proceeds.


                                      -33-
<PAGE>

            2.5.1. Domestic Revolving Loan. Subject to Section 2.5.5, the
      Domestic Borrower will apply the proceeds of the Domestic Revolving Loan
      for working capital and other lawful corporate purposes of the Company and
      its Subsidiaries.

            2.5.2. Canadian Revolving Loan. Subject to Section 2.5.5, the
      Canadian Borrower will apply the proceeds of the Canadian Revolving Loan
      for working capital and other lawful corporate purposes of the Canadian
      Borrower and its Subsidiaries.

            2.5.3. Letters of Credit. Domestic Letters of Credit shall be issued
      only for such lawful corporate purposes as the Domestic Borrower has
      requested in writing and to which the Domestic Letter of Credit Issuer
      agrees.

            2.5.4. Canadian Letters of Credit. Canadian Letters of Credit shall
      be issued only for such lawful corporate purposes as the Canadian Borrower
      has requested in writing and to which the Canadian Letter of Credit Issuer
      agrees.

            2.5.5. Specifically Prohibited Applications. The Domestic Borrower
      will not, directly or indirectly, apply any part of the proceeds of any
      extension of credit made pursuant to the Credit Documents to purchase or
      to carry Margin Stock or to any transaction prohibited by the Credit
      Documents or by Legal Requirements applicable to the Lenders.

3. Interest; Pricing Options; Fees.

      3.1. Interest. The Domestic Revolving Loan and the Canadian Revolving Loan
shall each accrue and bear interest at a rate per annum which shall at all times
equal the Applicable Rate. Prior to any stated or accelerated maturity of the
Domestic Loan or the Canadian Revolving Loan, the Domestic Borrower or the
Canadian Borrower, as the case may be, will, on each Payment Date, pay the
accrued and unpaid interest on the portion of the Domestic Revolving Loan Loan
or Canadian Revolving Loan which was not subject to a Pricing Option. On the
last day of each Interest Period or on any earlier termination of any Pricing
Option, the Domestic Borrower or the Canadian Borrower, as the case may be, will
pay the accrued and unpaid interest on the portion of the Domestic Revolving
Loan or the Canadian Revolving Loan which was subject to the Pricing Option
which expired or terminated on such date. In the case of any Interest Period
longer than three months, the Domestic Borrower or the Canadian Borrower, as the
case may be, will also pay the accrued and unpaid interest on the portion of the
Domestic Revolving Loan or the Canadian Revolving Loan subject to the Pricing
Option having such Interest Period at three-month intervals, the first such
payment to be made on the last Banking Day of the three-month period which
begins on the first day of such Interest Period. On the stated or any
accelerated maturity of the Domestic Revolving Loan or the Canadian Revolving
Loan, the Domestic Borrower or the Canadian Borrower, as the case may be, will
pay all accrued and unpaid interest on the Domestic Revolving Loan or the
Canadian Revolving Loan, including any accrued and unpaid interest on any
portion of the Domestic Revolving Loan or the Canadian Revolving Loan which is
subject to a Pricing Option. Upon the occurrence and during the continuance of
an Event of Default, the Domestic Lenders or the Canadian Lenders, as the case
may be, may require accrued interest to be payable on demand or at regular
intervals more frequent than each Payment Date. All payments of interest


                                      -34-
<PAGE>

hereunder shall be made to the Domestic Agent for the account of each Domestic
Lender or to the Canadian Agent for the account of each Canadian Lender, as the
case may be, in accordance with such Domestic Lender or such Canadian Lender's
Percentage Interest therein.

      3.2. LIBOR Pricing Options.

            3.2.1. Election of LIBOR Pricing Options. Subject to all of the
      terms and conditions hereof and so long as no Default exists, the Domestic
      Borrower or the Canadian Borrower, as the case may be, may from time to
      time, by irrevocable notice to the Domestic Agent or the Canadian Agent,
      as the case may be, actually received by noon (Boston time or Toronto
      time, as the case may be) not less than three Banking Days prior to the
      commencement of the LIBOR Interest Period selected in such notice, elect
      to have such portion of the Loan as the Domestic Borrower or the Canadian
      Borrower, as the case may be, may specify in such notice accrue and bear
      interest during the LIBOR Interest Period so selected at the Applicable
      Rate computed on the basis of the applicable LIBOR Rate. In the event the
      Domestic Borrower or the Canadian Borrower, as the case may be, at any
      time does not elect a LIBOR Pricing Option under this Section 3.2.1 or a
      Fixed Rate Pricing Option under Section 3.3.1 for any portion of the Loan
      (upon termination of a LIBOR Pricing Option or otherwise), then such
      portion of the Loan will accrue and bear interest at the Applicable Rate
      based on the appropriate Base Rate. No election of a LIBOR Pricing Option
      shall become effective:

                  (a) if, prior to the commencement of any such LIBOR Interest
            Period, the Domestic Agent or the Canadian Agent, as applicable,
            reasonably determines that (i) the electing or granting of the LIBOR
            Pricing Option in question would violate a Legal Requirement, (ii)
            eurodollar deposits in an amount comparable to the amount of the
            Loan as to which such LIBOR Pricing Option has been elected and
            which have a term corresponding to the proposed LIBOR Interest
            Period are not readily available in the inter-bank eurodollar
            market, or (iii) by reason of circumstances affecting the inter-bank
            eurodollar market, adequate and reasonable methods do not exist for
            ascertaining the interest rate applicable to such deposits for the
            proposed LIBOR Interest Period; or

                  (b) if the Required Lenders shall have advised the Domestic
            Agent or the Canadian Agent, as applicable, by telephone or
            otherwise at or prior to noon (Boston time) on the second Banking
            Day prior to the commencement of such proposed LIBOR Interest Period
            (and shall have subsequently confirmed in writing) that, after
            reasonable efforts to determine the availability of such eurodollar
            deposits, the Required Lenders reasonably anticipate that eurodollar
            deposits in an amount equal to the Percentage Interest of the
            Required Lenders in the portion of the Loan as to which such LIBOR
            Pricing Option has been elected and which have a term corresponding
            to the LIBOR Interest Period in question will not be offered in the
            eurodollar market to the Required Lenders at a rate of interest that
            does not exceed the anticipated LIBOR Basic Rate.

            3.2.2. Notice to Lenders and Borrower. The Domestic Agent or
      Canadian Agent will promptly inform each Domestic Lender or Canadian
      Lender, as the case may be, (by telephone or otherwise) of each notice


                                      -35-
<PAGE>

      received by it from the Domestic Borrower or the Canadian Borrower
      pursuant to Section 3.2.1 and of the LIBOR Interest Period specified in
      such notice. Upon determination by the Domestic Agent or the Canadian
      Agent, as the case may be, of the applicable LIBOR Rate for such LIBOR
      Interest Period or in the event such election shall not become effective,
      the Domestic Agent or the Canadian Agent will promptly notify the
      applicable Borrower and each Domestic Lender or Canadian Lender, as the
      case may be, (by telephone or otherwise) of the LIBOR Rate so determined
      or why such election did not become effective, as the case may be.

            3.2.3. Selection of LIBOR Interest Periods. LIBOR Interest Periods
      shall be selected so that:

                  (a) the minimum portion of the Loan subject to any LIBOR
            Pricing Option shall be $500,000 and an integral multiple of
            $100,000;

                  (b) no more than 15 LIBOR Pricing Options shall be outstanding
            at any one time; and

                  (c) no LIBOR Interest Period shall expire later than the Final
            Maturity Date.

            3.2.4. Additional Interest. If any portion of the Loan subject to a
      LIBOR Pricing Option is repaid, or any LIBOR Pricing Option is terminated
      for any reason (including acceleration of maturity), on a date which is
      prior to the last Banking Day of the LIBOR Interest Period applicable to
      such LIBOR Pricing Option, the Domestic Borrower will pay to the Domestic
      Agent or the Canadian Borrower will pay to the Canadian Agent, as the case
      may be, for the account of each Domestic Lender or Canadian Lender, as the
      case may be, in accordance with such Lender's Percentage Interest, in
      addition to any amounts of interest otherwise payable hereunder, an amount
      equal to the losses (including lost profits) incurred by such Lender as a
      result of such early prepayment or termination. The determination by the
      Domestic Agent or Canadian Agent, as the case may be, of such amount of
      such losses shall, in the absence of manifest error, be conclusive. For
      purposes of this Section 3.2.4, if any portion of the Loan which was to
      have been subject to a LIBOR Pricing Option is not outstanding on the
      first day of the LIBOR Interest Period applicable to such LIBOR Pricing
      Option other than for reasons described in Section 3.2.1 or as a result of
      the failure of any Lender to perform its obligations under Section 2, the
      applicable Borrower shall be deemed to have terminated such LIBOR Pricing
      Option.

            3.2.5. Violation of Legal Requirements. If any mandatory Legal
      Requirement shall prevent any Lender from funding or maintaining through
      the purchase of deposits in the interbank Eurodollar market any portion of
      the Loan subject to a LIBOR Pricing Option or otherwise from giving effect
      to such Lender's obligations as contemplated by Section 3.2, (a) the
      Domestic Agent or Canadian Agent may by notice to the applicable Borrower
      terminate all of the affected LIBOR Pricing Options of such Lender, (b)
      the portion of the Loan subject to such terminated LIBOR Pricing Options


                                      -36-
<PAGE>

      shall immediately bear interest thereafter at the Applicable Rate computed
      on the basis of the Base Rate and (c) the Domestic Borrower or the
      Canadian Borrower, as the case may be, shall make any payment required by
      Section 3.2.4.

            3.2.6. Funding Procedure. The Lenders may fund any portion of the
      Loan subject to a LIBOR Pricing Option out of any funds available to the
      Lenders. Regardless of the source of the funds actually used by any of the
      Lenders to fund any portion of the Loan subject to a LIBOR Pricing Option,
      however, all amounts payable hereunder, including the interest rate
      applicable to any such portion of the Loan and the amounts payable under
      Section 3.3.4, shall be computed as if each Lender had actually funded
      such Lender's Percentage Interest in such portion of the Loan through the
      purchase of deposits in such amount of the type by which the LIBOR Basic
      Rate was determined with a maturity the same as the applicable LIBOR
      Interest Period relating thereto and through the transfer of such deposits
      from an office of the Lender having the same location as the applicable
      LIBOR Office to one of such Lender's offices in the United States of
      America or Canada, as applicable.

      3.3. Fixed Rate Pricing Options.

            3.3.1. Election of Fixed Rate Pricing Options. Subject to all of the
      terms and conditions hereof and so long as no Default exists, if the
      Domestic Agent decides in its sole discretion to make such Fixed Rate
      Pricing Options available, then the Domestic Borrower may from time to
      time, by irrevocable notice to the Domestic Agent actually received by
      noon (Boston time) on the Banking Day on which such Fixed Rate Interest
      Period selected in such notice is to commence, elect to have such portion
      of the Loan as the Domestic Borrower may specify in such notice accrue and
      bear interest during the Fixed Rate Interest Period so selected at the
      Applicable Rate computed on the basis of the Fixed Rate. In the event the
      Domestic Borrower at any time does not elect a Fixed Rate Pricing Option
      under this Section 3.3.1 or a LIBOR Pricing Option under Section 3.2.1 for
      any portion of the Loan, then such portion of the Loan will accrue and
      bear interest at the Applicable Rate based on the Base Rate.

      3.4. Unused Line Fees. In consideration of the Lenders' commitments to
make the extensions of credit provided for in Section 2.1, while such
commitments are outstanding, the Domestic Borrower or the Canadian Borrower will
pay to the Domestic Agent or the Canadian Agent, as the case may be, for the
account of the Domestic Lenders or the Canadian Lenders in accordance with such
Lenders' respective Commitments in the Revolving Loan, on each Payment Date, an
amount equal to the percentage in the table below set opposite the Reference
Leverage Ratio for such date computed at a rate per annum on the amount by which
(a) the daily Maximum Amount of Revolving Credit during the three-month period
or portion thereof ending on such Payment Date exceeded (b) the sum of (i) the
daily Revolving Loan during such period or portion thereof plus (ii) the daily
Letter of Credit Exposure during such period or portion thereof.


                                      -37-
<PAGE>

--------------------------------------------------------------------------------
         Reference Leverage Ratio                   Unused Line Fee
--------------------------------------------------------------------------------
                 >/=300%                                0.625%
--------------------------------------------------------------------------------
             >/=250% < 300%                              0.50%
--------------------------------------------------------------------------------
             >/=200% < 250%                             0.375%
--------------------------------------------------------------------------------
             >/=100% < 200%                              0.25%
--------------------------------------------------------------------------------
                  < 100%                                0.125%
--------------------------------------------------------------------------------

      3.5. Letter of Credit Fees. The Domestic Borrower or the Canadian Borrower
will pay to the Domestic Agent or the Canadian Agent, as the case may be, for
the account of the Domestic Lenders or the Canadian Lenders, in accordance with
such Lenders' respective Percentage Interests, on each Payment Date, a Letter of
Credit fee equal to daily interest at a rate per annum equal to the Applicable
Margin indicated for the LIBOR Rate on the daily Letter of Credit Exposure
during the three-month period or portion thereof ending on such Payment Date.
The Domestic Borrower or the Canadian Borrower, as the case may be, will pay to
each of the Domestic Letter of Credit Issuer and the Canadian Letter of Credit
Issuer customary service charges and expenses for its services in connection
with the Domestic Letters of Credit and the Canadian Letters of Credit,
respectively, at the times and in the amounts from time to time in effect in
accordance with its general rate structure, including fees and expenses relating
to issuance, amendment, negotiation, cancellation and similar operations.

            3.5.1. Capital Adequacy. If any Lender shall reasonably determine
      that compliance by such Lender with any Legal Requirement regarding
      capital adequacy of banks or bank holding companies has or would have the
      effect of reducing the rate of return on the capital of such Lender and
      its Affiliates as a consequence of such Lender's commitment to make the
      extensions of credit contemplated hereby, or such Lender's maintenance of
      the extensions of credit contemplated hereby, to a level below that which
      such Lender could have achieved but for such compliance (taking into
      consideration the policies of such Lender and its Affiliates with respect
      to capital adequacy immediately before such compliance and assuming that
      the capital of such Lender and its Affiliates was fully utilized prior to
      such compliance) by an amount reasonably deemed by such Lender to be
      material, then such Lender may claim compensation from the Domestic
      Borrower or the Canadian Borrower, as applicable, under Section 3.5.3.

            3.5.2. Regulatory Changes. Subject to the provisions of Section 9.4,
      if any Lender shall determine that (a) any change in any Legal Requirement
      (including any new Legal Requirement) after the date hereof shall directly
      or indirectly (i) reduce the amount of any sum received or receivable by
      such Lender with respect to the Loan or the Letters of Credit or the
      return to be earned by such Lender on the Loan or the Letters of Credit,
      (ii) impose a cost on such Lender or any Affiliate of such Lender that is
      attributable to the making or maintaining of, or such Lender's commitment
      to make, its portion of the Loan or the Letters of Credit, or (iii)
      require such Lender or any Affiliate of such Lender to make any payment
      on, or calculated by reference to, the gross amount of any amount received
      by such Lender under any Credit Document (other than Excluded Taxes), and
      (b) such reduction, increased cost or payment shall not be fully
      compensated for by an adjustment in the Applicable Rate or the Letter of
      Credit fees, then such Lender may claim compensation from the Domestic
      Borrower or the Canadian Borrower, as applicable, under Section 3.5.3.

            3.5.3. Compensation Claims. Within 15 days after the receipt by the
      Domestic Borrower or the Canadian Borrower, as applicable, of a
      certificate from any Lender setting forth why it is claiming compensation


                                      -38-
<PAGE>

      under this Section 3.5 and computations (in reasonable detail) of the
      amount thereof, such Borrower shall pay to such Lender such additional
      amounts as such Lender sets forth in such certificate as sufficient fully
      to compensate it on account of the foregoing provisions of this Section
      3.5, together with interest on such amount from the 15th day after receipt
      of such certificate until payment in full thereof at the Overdue
      Reimbursement Rate. The determination by such Lender of the amount to be
      paid to it and the basis for computation thereof hereunder shall be
      conclusive so long as (a) such determination is made in good faith, (b) no
      manifest error appears therein and (c) the Lender uses reasonable
      averaging and attribution methods.

      3.6. Computations of Interest and Fees. For purposes of this Agreement,
interest, commitment fees and Letter of Credit fees (and any other amount
expressed as interest or such fees) with respect to the Credit Obligations of
the Domestic Borrower shall be computed on the basis of (a) with respect to the
Domestic Borrower, a 360-day year for actual days elapsed, or (b) with respect
to the Canadian Borrower, (i) for portions of the Canadian Revolving Loan
bearing interest at the Canadian Prime Rate, a 365-day year for actual days
elapsed (or a 366-day year in the case of a leap year), or (ii) for portions of
the Canadian Revolving Loan bearing interest at LIBOR Basic Rate, a 360-day year
for actual days elapsed; provided, however, that interest on any portion of the
Domestic Revolving Loan calculated with respect to the Base Rate shall be
computed on the basis of a 360-day year, and interest on any portion of the
Canadian Revolving Loan calculated with respect to the Base Rate shall be
computed on the basis of a 365-day year (or a 366-day year in the case of a leap
year). If any payment required by this Agreement becomes due on any day that is
not a Banking Day, such payment shall, except as otherwise provided in the
definition of "LIBOR Interest Period", be made on the next succeeding Banking
Day. If the due date for any payment of principal is extended as a result of the
immediately preceding sentence, interest shall be payable for the time during
which payment is extended at the Applicable Rate. Each rate of interest which is
calculated with reference to a period (the "Deemed Interest Period") that is
less than the actual number of days in the calendar year of calculation is, for
the purposes of the Interest Act (Canada), equivalent to a rate based on a
calendar year calculated by multiplying such rate of interest by the actual
number of days in the calendar year of calculation and dividing by the number of
days in the Deemed Interest Period.

      3.7. Maximum Lawful Interest Rate. All Credit Documents are expressly
limited so that in no event, including the acceleration of the maturity of the
Credit Obligations, shall the amount paid or agreed to be paid in respect of
interest on the Credit Obligations (or fees or other amounts deemed payment for
the use of funds) exceed the maximum permissible amount under applicable law, as
in effect on the date hereof and as subsequently amended or modified to allow a
greater amount of interest (or fees or other amounts deemed payment for the use
of funds) to be paid under the Credit Documents. If for any reason the amount in
respect of interest (or fees or other amounts deemed payment for the use of
funds) required by the Credit Documents exceeds such maximum permissible amount,
the obligation to pay interest under the Credit Documents (or fees or other
amounts deemed payment for the use of funds) shall be automatically reduced to
such maximum permissible amount and any amounts in respect of interest (or fees
or other amounts deemed payment for the use of funds) previously paid to the
Lenders in excess of such maximum permissible amount shall be automatically
applied to reduce the amount of the Loans and Letter of Credit Exposure.


                                      -39-
<PAGE>

4. Payment.

      4.1. Payment at Maturity. On the Final Maturity Date or any accelerated
maturity of the Domestic Revolving Loan, the Domestic Borrower will pay to the
Domestic Agent an amount equal to the Domestic Revolving Loan then due, together
with all accrued and unpaid interest and fees with respect thereto and all other
Credit Obligations (other than Credit Obligations relating to the Canadian
Borrower) then outstanding. On the Final Maturity Date or any accelerated
maturity of the Canadian Revolving Loan, the Canadian Borrower will pay to the
Canadian Agent an amount equal to the Canadian Revolving Loan then due, together
with all accrued and unpaid interest and fees with respect thereto and all other
Credit Obligations (other than Credit Obligations relating to the Domestic
Borrower) then outstanding. For Canadian Revolving Loans, payments of all Credit
Obligations related thereto must be received by 2:00 p.m. Toronto time in
immediately available funds on the date specified.

      4.2. Voluntary Prepayments. The Borrower may from time to time prepay all
or any portion of the Loan (in a minimum amount of $500,000 and an integral
multiple of $100,000, or such lesser amount as is then outstanding), without
premium or penalty of any type (except as provided in Section 3.2.4 with respect
to the early termination of LIBOR Pricing Options). The Borrower shall give the
Domestic Agent or the Canadian Agent, as applicable, at least one Banking Day
prior notice of its intention to prepay the Domestic Revolving Loan or the
Canadian Revolving Loan under this Section 4.2, specifying the date of payment
and the total amount of the Domestic Revolving Loan or the Canadian Revolving
Loan to be paid on such date.

      4.3. Letters of Credit. If on the Final Maturity Date or any accelerated
maturity of the Credit Obligations the Domestic Lenders shall be obligated in
respect of a Domestic Letter of Credit or a draft accepted under a Domestic
Letter of Credit, or the Canadian Lenders shall be obligated in respect of a
Canadian Letter of Credit or a draft accepted under a Canadian Letter of Credit,
the Domestic Borrower or the Canadian Borrower, as the case may be, will either:

                  (a) prepay such obligation by depositing cash with the
            Domestic Agent or the Canadian Agent, as the case may be, or

                  (b) deliver to the Domestic Agent or the Canadian Agent, as
            the case may be, a standby letter of credit (designating the
            Domestic Letter of Credit Issuer and/or the Canadian Letter of
            Credit Issuer, as appropriate, as beneficiary and issued by a bank
            and on terms reasonably acceptable to the Domestic Letter of Credit
            Issuer and/or Canadian Letter of Credit Issuer, as appropriate),

in each case in an amount equal to the portion of the then Letter of Credit
Exposure issued for the account of the Domestic Borrower or the Canadian
Borrower, as the case may be.

      4.4. Reborrowing; Application of Payments, etc.

            4.4.1. Reborrowing. The amounts of the Domestic Revolving Loan or
      the Canadian Revolving Loan prepaid pursuant to Section 4.2 may be
      reborrowed from time to time prior to the Final Maturity Date in


                                      -40-
<PAGE>

      accordance with Sections 2.1 and 2.2, subject to the limits set forth
      therein.

            4.4.2. Payment with Accrued Interest, etc. Upon all prepayments of
      the Revolving Loan at a time when the Revolving Loan Commitments have been
      terminated, the Domestic Borrower shall pay to the Domestic Agent together
      with the principal amount of the Domestic Revolving Loan to be prepaid,
      unpaid interest in respect thereof accrued to the date of prepayment, and
      the Canadian Borrower shall pay to the Canadian Agent, together with the
      principal amount of the Canadian Revolving Loan to be prepaid, unpaid
      interest in respect thereof accrued to the date of prepayment.

            4.4.3. Payments for Lenders. All payments of principal hereunder
      shall be made to the Domestic Agent or the Canadian Agent, as the case may
      be, for the account of the Domestic Lenders or the Canadian Lenders in
      accordance with such Lenders' respective Percentage Interests in the
      Credit Obligations so repaid. For Canadian Revolving Loans, payments of
      all Credit Obligations related thereto must be received by 2:00 p.m.
      Toronto time in immediately available funds on the date specified.

5. Conditions to Extending Credit.

      5.1. Conditions on Initial Closing Date. The obligations of the Lenders to
make the initial extension of credit pursuant to Section 2 shall be subject to
the satisfaction, on or before the Initial Closing Date, of the conditions set
forth in this Section 5.1 as well as the further conditions in Section 5.2. If
the conditions set forth in this Section 5.1 are not met on or prior to the
Initial Closing Date, the Lenders shall have no obligation to make any
extensions of credit hereunder.

            5.1.1. Notes. The Domestic Borrower shall have duly executed and
      delivered to the Domestic Agent a Revolving Note for each Domestic Lender
      having a Commitment with respect thereto who has requested delivery of a
      Note prior to the Initial Closing Date.

            5.1.2. Note Purchase Agreement. The Domestic Borrower shall have
      duly executed and delivered to the Domestic Agent the Note Purchase
      Agreement.

            5.1.3. Legal Opinions. On the Initial Closing Date, the Lenders
      shall have received an opinion from Davies Ward Phillips & Vineberg LLP,
      outside counsel for the Canadian Borrower, which opinion shall be in form
      and substance reasonably satisfactory to the Required Lenders.

            5.1.4. Security Agreement. The Canadian Borrower shall have duly
      authorized, executed and delivered to the Canadian Agent a Deed of
      Hypothec and Issue of Mortgage Bonds in substantially the form of the Deed
      of Hypothec and Issue of Mortgage Bonds attached as Exhibit 5.1.4(a)
      together with the documents to be executed or delivered in connection
      therewith (the "Canadian Security Agreement").

            5.1.5. Intercreditor Agreement. Each of the Domestic Agent and
      Prudential shall have duly authorized, executed and delivered, and the
      Domestic Borrower shall have acknowledged, an Intercreditor and Collateral


                                      -41-
<PAGE>

      Agency Agreement in substantially the form of Exhibit 5.1.5 (the
      "Intercreditor Agreement").

            5.1.6. Extension Fee. The Domestic Borrower shall have paid to the
      Domestic Agent an extension fee of $50,000.

            5.1.7. Proper Proceedings. This Agreement, each other Credit
      Document and the transactions contemplated hereby and thereby shall have
      been authorized by all necessary corporate or other proceedings. All
      necessary consents, approvals and authorizations of any governmental or
      administrative agency or any other Person of any of the transactions
      contemplated hereby or by any other Credit Document shall have been
      obtained and shall be in full force and effect.

            5.1.8. General. All legal and corporate proceedings in connection
      with the transactions contemplated by this Agreement shall be reasonably
      satisfactory in form and substance to the Agent and the Agent shall have
      received copies of all documents, including certified copies of the
      Charter and By-Laws of the Company and the other Obligors, records of
      corporate proceedings, certificates as to signatures and incumbency of
      officers and opinions of counsel, which the Agent may have reasonably
      requested in connection therewith, such documents where appropriate to be
      certified by proper corporate or governmental authorities.

            5.1.9. Joinder Agreements. Each of the Tape Subsidiaries and Abimex,
      LLC shall have duly authorized, executed and delivered, and the Domestic
      Agent shall have acknowledged, a Joinder Agreement in substantially the
      form of Exhibit 5.1.9 (the "Joinder Agreement").

      5.2. Conditions to Each Extension of Credit. The obligations of the
Lenders to make any extension of credit pursuant to Section 2 shall be subject
to the satisfaction, on or before the Closing Date for such extension of credit,
of the following conditions:

            5.2.1. Officer's Certificate. The representations and warranties
      contained in Section 7 shall be true and correct on and as of such Closing
      Date with the same force and effect as though made on and as of such date
      (except as to any representation or warranty which refers to a specific
      earlier date); no Default shall exist on such Closing Date prior to or
      immediately after giving effect to the requested extension of credit; no
      Material Adverse Change shall have occurred since December 31, 2004; and
      the Borrower shall have furnished to the Domestic Agent or the Canadian
      Agent, as applicable, in connection with the requested extension of credit
      a certificate to these effects, in substantially the form of Exhibit
      5.2.1(a) or Exhibit 5.2.1(b), as the case may be, signed by a Financial
      Officer.

            5.2.2. Legality, etc. The making of the requested extension of
      credit shall not (a) subject any Lender to any penalty or special tax
      (other than a tax for which the Borrower is required to reimburse the
      Lenders under Section 3.5 or Section 9.4), (b) be prohibited by any Legal
      Requirement or (c) violate any credit restraint program of the executive
      branch of the government of the United States of America, the Board of


                                      -42-
<PAGE>

      Governors of the Federal Reserve System or any other governmental or
      administrative agency so long as any Lender reasonably believes that
      compliance therewith is customary commercial practice.

6. General Covenants. Each Borrower covenants that, until all of the Credit
Obligations shall have been paid in full and until the Lenders' commitments to
extend credit under this Agreement and any other Credit Document shall have been
irrevocably terminated, the Borrower and its Subsidiaries will comply with the
following provisions, it being understood that the transactions contemplated by
the Congoleum Plan, the Congoleum Note or the Congoleum Plan Trust, and the
effects thereof, shall be excluded for each and all of the purposes hereof:

      6.1. Taxes and Other Charges; Accounts Payable.

            6.1.1. Taxes and Other Charges. Each of the Borrower and its
      Subsidiaries shall duly pay and discharge, or cause to be paid and
      discharged, before the same becomes in arrears, all taxes, assessments and
      other governmental charges imposed upon such Person and its properties,
      sales or activities, or upon the income or profits therefrom, as well as
      all claims for labor, materials or supplies which if unpaid might by law
      become a Lien upon any of its property; provided, however, that any such
      tax, assessment, charge or claim need not be paid if the validity or
      amount thereof shall at the time be contested in good faith by appropriate
      proceedings and if such Person shall, in accordance with GAAP, have set
      aside on its books adequate reserves with respect thereto; and provided,
      further, that each of the Borrower and its Subsidiaries shall pay or bond,
      or cause to be paid or bonded, all such taxes, assessments, charges or
      other governmental claims immediately upon the commencement of proceedings
      to foreclose any Lien which may have attached as security therefor (except
      to the extent such proceedings have been dismissed or stayed).

            6.1.2. Accounts Payable. Each of the Borrower and its Subsidiaries
      shall promptly pay when due, or in conformity with customary trade terms,
      all accounts payable incident to the operations of such Person not
      referred to in Section 6.1.1; provided, however, that any such accounts
      payable need not be paid if the validity or amount thereof shall at the
      time be contested in good faith and if such Person shall, in accordance
      with GAAP, have set aside on its books adequate reserves with respect
      thereto.

      6.2. Conduct of Business, etc.

            6.2.1. Types of Business. The Borrower and its Subsidiaries shall
      engage only in the business as they are currently engaged in and other
      activities related thereto.

            6.2.2. Maintenance of Properties. Each of the Borrower and its
      Subsidiaries:

                  (a) shall keep its properties in such repair, working order
            and condition, and shall from time to time make such repairs,
            replacements, additions and improvements thereto, as are necessary
            for the efficient operation of its businesses and shall comply at
            all times in all material respects with all material franchises,


                                      -43-
<PAGE>

            licenses and leases to which it is party so as to prevent any loss
            or forfeiture thereof or thereunder, except where (i) compliance is
            at the time being contested in good faith by appropriate proceedings
            and (ii) failure to comply with the provisions being contested has
            not resulted, and does not create a material risk of resulting, in
            the aggregate in any Material Adverse Change; and

                  (b) shall do all things necessary to preserve, renew and keep
            in full force and effect and in good standing its legal existence
            and authority necessary to continue its business.

            6.2.3. Compliance with Legal Requirements. Each of the Borrower and
      its Subsidiaries shall comply in all material respects with all valid
      Legal Requirements applicable to it, except where (a) compliance therewith
      shall at the time be contested in good faith by appropriate proceedings
      and (b) failure so to comply with the provisions being contested has not
      resulted, and does not create a material risk of resulting, in the
      aggregate in any Material Adverse Change.

            6.2.4. Compliance with Material Agreements. Each of the Borrower and
      its Subsidiaries shall comply in all material respects with the Material
      Agreements (to the extent not in violation of the other provisions of this
      Agreement or any other Credit Document). Without the prior written consent
      of the Required Lenders, no Material Agreement shall be amended, modified,
      waived or terminated in any manner that would have in any material respect
      an adverse effect on the interests of the Lenders.

      6.3. Insurance.

            6.3.1. Business Interruption Insurance. Each of the Borrower and its
      Subsidiaries shall maintain with financially sound and reputable insurers
      insurance related to interruption of business, either for loss of profits
      or for extra expense, in the manner customary for businesses of similar
      size engaged in similar activities.

            6.3.2. Property Insurance. Each of the Borrower and its Subsidiaries
      shall keep its assets which are of an insurable character insured by
      financially sound and reputable insurers against theft and fraud and
      against loss or damage by fire, explosion and hazards insured against by
      extended coverage to the extent, in amounts and with deductibles at least
      as favorable as those generally maintained by businesses of similar size
      engaged in similar activities.

            6.3.3. Liability Insurance. Each of the Borrower and its
      Subsidiaries shall maintain with financially sound and reputable insurers
      insurance against liability for hazards, risks and liability to persons
      and property, including product liability insurance, to the extent, in
      amounts and with deductibles at least as favorable as those generally
      maintained by businesses of similar size engaged in similar activities;
      provided, however, that it may effect workers' compensation insurance or
      similar coverage with respect to operations in any particular state or
      other jurisdiction through an insurance fund operated by such state or
      jurisdiction or by meeting the self-insurance requirements of such state
      or jurisdiction.


                                      -44-
<PAGE>

      6.4. Financial Statements and Reports. Each of the Borrower and its
Subsidiaries shall maintain a system of accounting in which correct entries
shall be made of all transactions in relation to their business and affairs in
accordance with generally accepted accounting practice. The fiscal year of the
Borrower and its Subsidiaries shall end on December 31 in each year and the
fiscal quarters of the Borrower and its Subsidiaries shall end on or about March
31, June 30, September 30 and December 31 in each year.

            6.4.1. Annual Reports. The Company shall furnish to the Lenders as
      soon as available, and in any event within 90 days after the end of each
      fiscal year, the Consolidated and Consolidating balance sheets as at the
      end of such fiscal year, the Consolidated and Consolidating statements of
      income and Consolidated statements of changes in shareholders' equity and
      of cash flows for such fiscal year (all in reasonable detail) and, in the
      case of Consolidated financial statements, comparative figures for the
      immediately preceding fiscal year, all accompanied by:

                  (a) Reports of independent certified public accountants of
            recognized national standing reasonably satisfactory to the Required
            Lenders, containing no material qualification, to the effect that
            they have audited the consolidated financial statements of the
            Company and its Subsidiaries in accordance with the standards of the
            Public Company Accounting Oversight Board (United States) (or such
            relevant successor standards) and that such consolidated financial
            statements present fairly, in all material respects, the financial
            position of the Company and its Subsidiaries covered thereby at the
            dates thereof and the results of their operations for the periods
            covered thereby in conformity with GAAP.

                  (b) A certificate of the Company signed by a Financial Officer
            to the effect that such officer has caused this Agreement to be
            reviewed and has no knowledge of any Default, or if such officer has
            such knowledge, specifying such Default and the nature thereof, and
            what action the Company has taken, is taking or proposes to take
            with respect thereto.

                  (c) Computations by the Company in substantially the form of
            Exhibit 6.4 demonstrating, as of the end of such fiscal year,
            compliance with the Computation Covenants, signed by a Financial
            Officer.

                  (d) In the event of a change in GAAP, computations by the
            Company, signed by a Financial Officer, reconciling the financial
            statements referred to above with financial statements prepared in
            accordance with GAAP as applied to the other covenants in Section 6
            and related definitions.

            6.4.2. Quarterly Reports. The Company shall furnish to the Lenders
      as soon as available and, in any event, within 45 days after the end of
      each of the first three fiscal quarters of the Company, the internally
      prepared Consolidated balance sheet as of the end of such fiscal quarter,
      the Consolidated statements of income, of changes in shareholders' equity
      and of cash flows for such fiscal quarter and for the portion of the
      fiscal year then ended (all in reasonable detail) and comparative figures
      for the same period in the preceding fiscal year, all accompanied by:


                                      -45-
<PAGE>

                  (a) A certificate of the Company signed by a Financial Officer
            to the effect that such financial statements have been prepared in
            accordance with GAAP and present fairly, in all material respects,
            the financial position of the Company and its Subsidiaries covered
            thereby at the dates thereof and the results of their operations for
            the periods covered thereby, subject only to normal year-end audit
            adjustments and the addition of footnotes.

                  (b) A certificate of the Company signed by a Financial Officer
            to the effect that such officer has caused this Agreement to be
            reviewed and has no knowledge of any Default, or if such officer has
            such knowledge, specifying such Default and the nature thereof and
            what action the Company has taken, is taking or proposes to take
            with respect thereto.

                  (c) Computations by the Company in substantially the form of
            Exhibit 6.4 demonstrating, as of the end of such quarter, compliance
            with the Computation Covenants, signed by a Financial Officer.

                  (d) In reasonable detail, management's discussion and analysis
            of the results of operations and financial condition of the Company
            and its Subsidiaries as at the end of and for the fiscal period
            covered by the financial statements referred to above.

            6.4.3. Borrowing Base Reports. The Company, or with respect to the
      Canadian Borrower, the Canadian Borrower or the Company, shall furnish to
      the Lenders, as soon as available and, in any event (a) within 15 days
      after the end of each month, or (b) within 10 days following any written
      request by the Domestic Agent or Canadian Agent if more frequently than
      monthly, but in any event not more frequently than once per week, a
      certificate of a Financial Officer supplying computations of the Borrowing
      Base and the Canadian Borrowing Base, as applicable, at the end of such
      month (or week, as the case may be), it being understood that any such
      certification may exclude foreign amounts and foreign calculations, in
      which event all such excluded amounts shall be deemed not included in the
      Borrowing Base for such date.

            6.4.4. Other Reports. The Company shall promptly furnish to the
      Lenders:

                  (a) As soon as prepared and in any event before the beginning
            of each fiscal year, an annual budget and operating projections for
            such fiscal year of the Company and its Subsidiaries, prepared in a
            manner consistent with the manner in which the financial projections
            described in Section 7.2.1 were prepared.

                  (b) Any material updates of such budget and projections, if
            requested by the Agent on behalf of the Lenders.

                  (c) Any management letters furnished to the Company or any of
            its Subsidiaries by the Company's auditors, if requested by the
            Agent on behalf of the Lenders.


                                      -46-
<PAGE>

                  (d) All budgets, projections, statements of operations and
            other reports furnished generally to the shareholders of the
            Company.

                  (e) Such registration statements, proxy statements and
            reports, including Forms S-1, S-2, S-3, S-4, 10-K, 10-Q and 8-K, as
            may be filed by the Company or any of its Subsidiaries with the
            Securities and Exchange Commission.

                  (f) Any 90-day letter or 30-day letter from the federal
            Internal Revenue Service (or the equivalent notice received from
            state or other taxing authorities) or any notice of assessment from
            the Canada Revenue Agency (or any provincial equivalent) asserting
            tax deficiencies against the Company or any of its Subsidiaries.

            6.4.5. Notice of Litigation, Defaults, etc. The Borrower shall
      promptly furnish to the Lenders notice of any litigation or any
      administrative or arbitration proceeding (a) which creates a material risk
      of resulting, after giving effect to any applicable insurance, in the
      payment by the Borrower and its Subsidiaries of more than $500,000 or (b)
      which results, or creates a material risk of resulting, in a Material
      Adverse Change. Promptly upon acquiring knowledge thereof, the Borrower
      shall notify the Lenders of the existence of any Default or Material
      Adverse Change, specifying the nature thereof and what action the Borrower
      or any of its Subsidiaries has taken, is taking or proposes to take with
      respect thereto.

            6.4.6. Other Information; Audit. From time to time at reasonable
      intervals upon request of any authorized officer of any Lender, each of
      the Borrower and its Subsidiaries shall furnish to such Lender such other
      information regarding the business, assets, financial condition, income or
      prospects of the Borrower and its Subsidiaries as such officer may
      reasonably request, including copies of all tax returns, licenses,
      agreements, leases and instruments to which any of the Borrower or its
      Subsidiaries is party. Each Lender's authorized officers and
      representatives shall have the right during normal business hours upon
      reasonable notice and at reasonable intervals to examine the books and
      records of the Borrower and its Subsidiaries, to make copies and notes
      therefrom for the purpose of ascertaining compliance with or obtaining
      enforcement of this Agreement or any other Credit Document. The Domestic
      Agent or Canadian Agent, as the case may be, upon reasonable advance
      notice, may undertake to have the Borrower and its Subsidiaries reviewed
      by the Domestic Agent or Canadian Agent's commercial financial examiners
      and fixed asset appraisers.

      6.5. Certain Financial Tests. All of the financial tests set forth in this
Section 6.5 shall be measured on the basis of financial statements of the
Company and it Subsidiaries reporting Congoleum on the equity method.

            6.5.1. Consolidated Total Liabilities to Consolidated Tangible Net
      Worth. On the last day of each fiscal quarter of the Company, Consolidated
      Total Liabilities shall not exceed the percentage set forth in the table
      below of Consolidated Tangible Net Worth on such date.


                                      -47-
<PAGE>

                Quarter Ending                         Percentage
                --------------                         ----------
            3/31/05 and thereafter                        200%


            6.5.2. Consolidated Adjusted EBITDA to Consolidated Interest
      Expense. For each period of four consecutive fiscal quarters of the
      Company, Consolidated Adjusted EBITDA shall equal or exceed the percentage
      set forth in the table below of Consolidated Interest Expense.

                Quarter Ending                         Percentage
                --------------                         ----------
              3/31/05 and 6/30/05                         125%
            9/30/05 and thereafter                        150%

            6.5.3. Consolidated Tangible Net Worth. Consolidated Tangible Net
      Worth shall on each quarter end exceed the sum of (a) $40,000,000 plus (b)
      33?% of Consolidated Net Income (if positive) for each fiscal quarter of
      the Company ending June 30, 2003 and thereafter.

            6.5.4. Income or Loss from Continuing Operations. Net income from
      continuing operations of the Borrower and its Subsidiaries reporting
      Congoleum on the equity method shall equal or exceed $1.00 in at least one
      of any two consecutive fiscal quarters of the Company for any two
      consecutive fiscal quarters of the Company ending March 31, 2004 and
      thereafter.

            6.5.5. Capital Expenditures. The aggregate amount of Capital
      Expenditures in any fiscal year of the Borrower ending after December 31,
      2002 shall not exceed $4,000,000.

            6.5.6. Consolidated Adjusted EBITDA to Consolidated Pro Forma Fixed
      Charges. On and after June 30, 2006, on the last day of each fiscal
      quarter of the Company, Consolidated Adjusted EBITDA for the period of
      four consecutive fiscal quarters then ending shall exceed 150% of
      Consolidated Pro Forma Fixed Charges for the 12-month period beginning
      immediately after such date.

      6.6. Indebtedness. Neither the Borrower nor any of its Subsidiaries shall
create, incur, assume or otherwise become or remain liable with respect to any
Indebtedness, including Guarantees of Indebtedness of others and reimbursement
obligations, whether contingent or matured, under letters of credit or other
financial guarantees by third parties, (or become contractually committed to do
so), except the following:

            6.6.1. Indebtedness in respect of the Credit Obligations.

            6.6.2. Indebtedness in respect of Capitalized Lease Obligations,
      Synthetic Lease Obligations or secured by Purchase Money Liens; provided,
      however, that the aggregate principal amount of all Indebtedness permitted
      by this Section 6.6.2 at any one time outstanding shall not exceed
      $1,000,000.


                                      -48-
<PAGE>

            6.6.3. Current liabilities, other than Financing Debt, incurred in
      the ordinary course of business or in accordance with hedge agreements
      permitted by the other provisions of this Agreement.

            6.6.4. To the extent that payment thereof shall not at the time be
      required by Section 6.1, Indebtedness in respect of taxes, assessments,
      governmental charges and claims for labor, materials and supplies.

            6.6.5. Indebtedness secured by Liens of carriers, warehouses,
      mechanics, landlords and other Persons permitted by Sections 6.7.2 and
      6.7.3.

            6.6.6. Indebtedness in respect of judgments or awards (a) which have
      been in force for less than the applicable appeal period or (b) in respect
      of which the Borrower or any Subsidiary shall at the time in good faith be
      prosecuting an appeal or proceedings for review and, in the case of each
      of clauses (a) and (b), the Borrower or such Subsidiary shall have taken
      appropriate reserves therefor in accordance with GAAP and execution of
      such judgment or award shall not be levied.

            6.6.7. Guarantees by the Borrower of Indebtedness and other
      obligations incurred by its Subsidiaries and permitted by the other
      provisions of this Section 6.6.

            6.6.8. Indebtedness in respect of inter-company loans and advances
      among the Borrower and its Subsidiaries which are not prohibited by
      Section 6.8.

            6.6.9. Indebtedness outstanding on the date hereof or incurred after
      the date hereof under any unused portion of a committed facility that
      exists on the date hereof and is described in Exhibit 7.3 and all
      refinancings and extensions thereof not in excess of the amount thereof
      outstanding or committed immediately prior to such refinancing or
      extension.

            6.6.10. Indebtedness (other than Financing Debt) in addition to the
      foregoing; provided, however, that the aggregate amount of all such
      Indebtedness at any one time outstanding shall not exceed $1,000,000.

            6.6.11. The obligation of the Company to contribute cash in the
      amount of $250,000 to the Congoleum Plan Trust.

            6.6.12. The obligation of the Company to make a contribution to the
      Congoleum Plan Trust if the Company sells or otherwise disposes of all or
      substantially all of its shares of Congoleum stock within a certain period
      of time if the value of Congoleum implied by such stock sale or
      disposition exceeds a certain amount, as further provided under the
      Congoleum Plan.

            6.6.13. Indebtedness contemplated by the Congoleum Plan, Congoleum
      Plan Note or Congoleum Plan Trust.

            6.6.14. Indebtedness in respect of the Note Obligations.


                                      -49-
<PAGE>

            6.6.15. Until May 31, 2005 only, Indebtedness outstanding on the
      date hereof under the CIBC Credit Agreement.

            6.6.16. Until August 1, 2005 only, Indebtedness of the Canadian
      Borrower secured by letters of credit issued under the CIBC Credit
      Agreement as set forth in Exhibit 6.6.16.

            6.6.17. Until August 1, 2005 only, Indebtedness to secure amounts
      drawn on the Canadian Imperial Bank of Commerce checking accounts or
      purchasing cards of the Canadian Borrower, not to exceed $1,000,000.

      6.7. Liens. Neither the Borrower nor any of its Subsidiaries shall create,
incur or enter into, or suffer to be created or incurred or to exist, any Lien
(or become contractually committed to do so), except the following:

            6.7.1. Liens constituting Purchase Money Liens; provided, however,
      that (i) each such Lien shall be confined solely to the particular item of
      property leased or acquired pursuant to such Lien, and the principal
      amount of Indebtedness (including Indebtedness in respect of Capitalized
      Lease Obligations and Synthetic Lease Obligations) secured thereby shall
      not exceed the cost (including all such Indebtedness secured thereby,
      whether or not assumed) of such item of property; and (ii) the aggregate
      principal amount of all Indebtedness secured by Liens permitted by this
      Section 6.7.1 shall not exceed the amount permitted by Section 6.6.2.

            6.7.2. Liens of carriers, warehouses, mechanics, builders and
      similar Liens or other Liens imposed or permitted by applicable law,
      including Liens for taxes, assessments or other charges or levies of any
      governmental or administrative authority, in each case (a) in existence
      less than 90 days from the date of creation thereof or (b) being contested
      in good faith by the Borrower or any Subsidiary in appropriate proceedings
      (so long as the Borrower or such Subsidiary shall, in accordance with
      GAAP, have set aside on its books adequate reserves with respect thereto).

            6.7.3. Encumbrances in the nature of (a) zoning restrictions, (b)
      easements or servitudes, (c) restrictions of record on the use of real or
      immovable property, (d) landlords' and lessors' Liens on rented premises
      and (e) restrictions on transfers or assignment of leases, which in each
      case do not materially detract from the value of the encumbered property
      or impair the use thereof in the business of the Borrower or any
      Subsidiary.

            6.7.4. Liens as in effect on the date hereof described in Exhibit
      7.3 (and renewals and replacements thereof) and securing Indebtedness
      permitted by Section 6.

            6.7.5. Any pledge by the Company of shares of common stock of
      Congoleum held by the Company, and any other equity rights the Company has
      in Congoleum, which pledge shall serve as collateral for any amounts owed
      by Congoleum under the Congoleum Plan Note.


                                      -50-
<PAGE>

            6.7.6. Any pledge by the Company of amounts receivable under the
      Congoleum Joint Venture Agreement to the Congoleum Plan Trust as
      additional collateral securing Congoleum's obligations under the Congoleum
      Plan Note.

            6.7.7. Liens existing as of the date hereof on foreign assets. The
      Borrower covenants and agrees that it shall not materially alter, or
      suffer to exist any material alteration of, such liens on foreign assets.

            6.7.8. Encumbrances in the nature of non-exclusive licenses of the
      Borrower's or any Subsidiaries' intellectual property (i) in the ordinary
      course of business consistent with past practices or (ii) to their
      respective Affiliates, notwithstanding the requirements of Section 6.14.

            6.7.9. Until May 31, 2005 only, Liens as of the date hereof in favor
      of Canadian Imperial Bank of Commerce.

            6.7.10. Until August 1, 2005 only, Liens in favor of Canadian
      Imperial Bank of Commerce as security for letters of credit issued under
      the CIBC Credit Agreement as set forth in Exhibit 6.6.16.

            6.7.11. Until August 1, 2005 only, deposits by the Canadian Borrower
      with Canadian Imperial Bank of Commerce to secure amounts drawn on the
      CIBC checking accounts or purchasing cards of the Canadian Borrower, not
      to exceed $1,000,000.

      6.8. Investments and Acquisitions. Neither the Borrower nor any of its
Subsidiaries shall have outstanding, acquire or hold any Investment (including
any Investment consisting of the acquisition of any business) (or become
contractually committed to do so), except the following:

            6.8.1. Investments of the Borrower and its Subsidiaries in (a)
      Unrestricted Subsidiaries or (b) Persons that have become Unrestricted
      Subsidiaries after the date hereof; provided, however, that no such
      Investment shall involve the transfer by the Company or the Borrower of
      any material assets other than cash or capital stock of the Company.

            6.8.2. (i) Intercompany loans and advances from any Subsidiary to
      the Borrower but in each case only to the extent reasonably necessary for
      Consolidated tax planning and working capital management and (ii)
      Intercompany loans and advances among any Borrower or Subsidiary in the
      ordinary course of business for working capital management.

            6.8.3. Loans to any employee of either the Borrower or Subsidiaries
      that in the aggregate do not exceed $250,000.

            6.8.4. Investments in Cash Equivalents and hedge agreements
      permitted by the other provisions of this Agreement.


                                      -51-
<PAGE>

            6.8.5. Guarantees permitted by Section 6.6.

            6.8.6. Investments of the Company or its Subsidiaries in Foreign
      Wholly-Owned Subsidiaries outstanding on the date hereof and described in
      Exhibit 7.3.

            6.8.7. The Borrower and its Subsidiaries may make acquisitions of
      businesses in the same or a substantially similar line of business so long
      as:

                  (a) The Borrower has provided the Agent at least 15 Banking
            Days prior written notice of such acquisition and copies of all
            letters of intent and agreements relating thereto.

                  (b) The Borrower provides written computations, historical
            financial statements and projections satisfactory to the Agent
            demonstrating pro forma compliance with Section 6.5 and the absence
            of any Default, both immediately before and after giving effect to
            such acquisition.

                  (c) The aggregate purchase price (including cash, assumed
            debt, earnout payments, seller debt, stock issuances and
            noncompetition payments) for such acquisition (including any related
            acquisitions) is less than $500,000, or the consent of the Required
            Lenders has been obtained.

                  (d) The Borrower or one of its Subsidiaries is the surviving
            entity of such acquisition or, in the event of a stock acquisition,
            the Company or one of its Subsidiaries will own at least 80% of the
            capital stock, as well as at least 80% of the capital stock entitled
            to vote generally for the election of directors, of the acquired
            entity.

            6.8.8. Investments not otherwise provided for in this Section 6.8 in
      Subsidiaries not to exceed $500,000 in the aggregate.

            6.8.9. Investments existing on the date of this Agreement set forth
      on Exhibit 6.8.9 hereto, or any other non-material Investments not
      exceeding $10,000 in the aggregate.

            6.8.10. Investments contemplated by the Congoleum Plan, Congoleum
      Plan Note or Congoleum Plan Trust.

      6.9. Distributions. Neither the Borrower nor any of its Subsidiaries shall
make any Distribution (or become contractually committed to do so), except the
following:

            6.9.1. So long as immediately before and after giving effect thereto
      no Default exists, Subsidiaries of the Borrower may make Distributions to
      the Borrower or any Unrestricted Subsidiary of the Borrower and the
      Borrower and its Subsidiaries may make Investments permitted by Sections
      6.8.1 and 6.8.2.

            6.9.2. So long as immediately before and after giving effect thereto
      no Default exists, the Company may make Distributions in an amount which
      shall not exceed the sum of (i) 50% of Consolidated Net Income (including


                                      -52-
<PAGE>

      for this purpose only losses relating to Janus Floor Corporation occurring
      after December 31, 2002) for the period from and after June 30, 2003 to
      and including the most recent quarter ended prior to the measurement date,
      minus (ii) the aggregate amount of all Distributions declared, ordered,
      paid, made or set apart after June 30, 2003.

            6.9.3. Any Wholly Owned Subsidiary of the Company (other than the
      Borrower) may merge, consolidate or be liquidated into the Company or any
      other Wholly Owned Subsidiary of the Company so long as after giving
      effect to any such merger to which the Company is a party the Company
      shall be the surviving or resulting Person.

      6.10. Issuance of Equity by Subsidiaries; Subsidiary Distributions.

            6.10.1. Issuance of Equity by Subsidiaries. No Subsidiary shall
      issue or sell any shares of its capital stock or other evidence of equity
      or beneficial ownership to any Person other than the Borrower or any
      Wholly Owned Subsidiary of the Borrower.

            6.10.2. No Restrictions on Subsidiary Distributions. Except for this
      Agreement, the Note Purchase Agreement and the Credit Documents, neither
      the Company nor any Subsidiary shall enter into or be bound by any
      agreement (including covenants requiring the maintenance of specified
      amounts of net worth or working capital) restricting the right of any
      Subsidiary of the applicable Borrower to make Distributions or extensions
      of credit to such Borrower (directly or indirectly through another
      Subsidiary); provided, however, that Foreign Subsidiaries may become
      subject to such restrictions pursuant to loan agreements with respect to
      Indebtedness permitted by Section 6.6.9.

      6.11. Voluntary Prepayments of Other Indebtedness. The Canadian Borrower
may prepay any and all amounts pursuant to the CIBC Credit Agreement, at any
time and from time to time.

      6.12. Negative Pledge Clauses. Neither the Borrower nor any of its
Subsidiaries shall enter into any agreement, instrument, deed or lease which
prohibits or limits the ability of the Borrower or any of its Subsidiaries to
create, incur, assume or suffer to exist any Lien upon any of their respective
properties, assets or revenues, whether now owned or hereafter acquired, or
which requires the grant of any collateral for such obligation if collateral is
granted for another obligation except for such agreements, instruments, deeds or
loans with respect to liens permitted by Sections 6.7.5, 6.7.6 and 6.7.7 hereof
and except as set forth in the Credit Documents, the Note Purchase Agreement and
the CIBC Credit Agreement.

      6.13. ERISA, etc. Each of the Borrower and its Subsidiaries shall comply,
and shall cause all ERISA Group Persons to comply, in all material respects,
with the provisions of ERISA and the Code applicable to each Plan.

      6.14. Transactions with Affiliates. Neither the Borrower nor any of its
Subsidiaries shall effect any transaction with any of their respective
Affiliates (except for the Borrower and its Subsidiaries) on a basis less


                                      -53-
<PAGE>

favorable to the Borrower and its Subsidiaries than would be the case if such
transaction had been effected with a non-Affiliate.

      6.15. Environmental Laws. Each of the Borrower and its Subsidiaries shall
use and operate all of its facilities and properties in material compliance with
all Environmental Laws, keep in effect all necessary permits, approvals,
certificates, licenses and other authorizations relating to environmental
matters and remain in material compliance therewith, and handle all Hazardous
Materials in material compliance with all applicable Environmental Laws.

      6.16. Congoleum. Each of the Company and its Subsidiaries will not make
any amendments or changes to the Congoleum Plan, the Congoleum Plan Note and the
Congoleum Plan Trust without the prior written consent of the Agent if the
effect of such amendment or change would be to increase the obligations of the
Borrowers or any of their Subsidiaries.

7. Representations and Warranties. In order to induce the Lenders to extend
credit to the Borrower hereunder, each Borrower represents and warrants as
follows, it being understood that the transactions contemplated by the Congoleum
Plan, the Congoleum Note or the Congoleum Plan Trust, and the dissolution and
performance of Janus Flooring Corporation, and, in each case, the effects
thereof, shall be excluded for each and all of the purposes hereof:

      7.1. Organization and Business.

            7.1.1. The Company. The Company is a duly organized and validly
      existing corporation, in good standing under the laws of Delaware, with
      all power and authority, corporate or otherwise, necessary to enter into
      and perform this Agreement and each other Credit Document to which it is
      party.

            7.1.2. The Canadian Borrower. The Canadian Borrower is duly
      organized and validly existing corporation, in good standing under the
      laws of Canada, with all power and authority, corporate or otherwise,
      necessary to enter into and perform this Agreement and each other Credit
      Document to which it is party.

            7.1.3. Subsidiaries. Each Subsidiary of the Company is duly
      organized, validly existing and in good standing under the laws of the
      jurisdiction in which it is organized, with all power and authority,
      corporate or otherwise, necessary to enter into and perform this Agreement
      and each other Credit Document to which it is party. Exhibit 7.1 sets
      forth, as of the date hereof (i) the name, jurisdiction of organization,
      the organizational identification number issued by such jurisdiction and
      the federal taxpayer identification number of each Subsidiary of the
      Company (to the extent applicable), (ii) the address of the chief
      executive office and principal place of business of each such Subsidiary,
      (iii) each name under which each such Subsidiary conducts its business,
      (iv) each jurisdiction in which each such Subsidiary owns real or tangible
      personal property, and, in the case of real property, whether such real
      property is owned or leased by such Subsidiary and (v) the number of
      authorized and issued equity interests and ownership of each such
      Subsidiary.

            7.1.4. Qualification. Each of the Company and its Subsidiaries is
      duly and legally qualified to do business as a foreign corporation or
      other entity and is in good standing in each state or jurisdiction in


                                      -54-
<PAGE>

      which such qualification is required and is duly authorized, qualified and
      licensed under all laws, regulations, ordinances or orders of public
      authorities, or otherwise, to carry on its business in the places and in
      the manner in which it is conducted, except for failures to be so
      qualified, authorized or licensed which would not in the aggregate result,
      or create a material risk of resulting, in any Material Adverse Change.

      7.2. Financial Statements and Other Information; Material Agreements.

            7.2.1. Financial Statements and Other Information. The Company has
      previously furnished to the Lenders copies of the audited consolidated
      balance sheets of the Company and its Subsidiaries as at December 31 in
      each of 2000, 2001, 2002, 2003 and 2004 and the audited consolidated
      statements of income and the audited consolidated statements of changes in
      shareholders' equity and of cash flows of the Company and its Subsidiaries
      for the fiscal years of the Company then ended.

      The audited consolidated financial statements (including the notes
      thereto) referred to in this Section 7.2.1 were prepared in accordance
      with GAAP and fairly present in all material respects the financial
      position of the Company and its Subsidiaries on a consolidated basis at
      the respective dates thereof and the results of their operations for the
      periods covered thereby. Neither the Company nor any of its Subsidiaries
      has any known contingent liability material to the Company and its
      Subsidiaries on a Consolidated basis which is not reflected in the balance
      sheets referred to in this Section 7.2.1 (or delivered pursuant to
      Sections 6.4.1 or 6.4.2) or in the notes thereto.

            7.2.2. Material Agreements. The Borrower has previously furnished to
      the Lenders correct and complete copies, including all exhibits, schedules
      and amendments thereto, of the agreements and instruments, each as in
      effect on the date hereof, listed in Exhibit 7.2.2, which constitute all
      agreements and instruments material to the Borrower and its Subsidiaries
      on a Consolidated basis (together with the Charters and Bylaws of the
      Company and its Subsidiaries, the "Material Agreements").

      7.3. Agreements Relating to Financing Debt, Investments, etc. Exhibit 7.3
sets forth:

            7.3.1. The amounts (as of the dates indicated in Exhibit 7.3), of
      all Financing Debt of the Borrower and its Subsidiaries and all
      agreements, Liens and Guarantees which relate to such Financing Debt.

            7.3.2. All agreements which directly or indirectly require the
      Borrower or any Subsidiary to make any Investment.

      7.4. Changes in Condition. Since December 31, 2004, no Material Adverse
Change has occurred (except to the extent referenced in any filing made by the
Company with the United States Securities and Exchange Commission with respect
to a period ending on or before December 31, 2004), and between December 31,
2004 and the date hereof, neither the Borrower nor any Subsidiary of the
Borrower has entered into any material transaction outside the ordinary course


                                      -55-
<PAGE>

of business except for the transactions contemplated by this Agreement and the
Material Agreements.

      7.5. Title to Assets. The Borrower and its Subsidiaries have good and
marketable title to all assets necessary for or used in the operations of their
business as now conducted by them and reflected in the most recent balance sheet
as owned by them referred to in Section 7.2.1 (or the balance sheet most
recently furnished to the Lenders pursuant to Sections 6.4.1 or 6.4.2), and to
all assets acquired subsequent to the date of such balance sheet, subject to no
Liens except for Liens permitted by Section 6.7.

      7.6. Operations in Conformity With Law, etc. The operations of the
Borrower and its Subsidiaries as now conducted or proposed to be conducted are
not in violation of, nor is the Borrower or its Subsidiaries in default under,
any Legal Requirement presently in effect, except for such violations and
defaults as do not and will not, in the aggregate, result, or create a material
risk of resulting, in any Material Adverse Change. The Borrower has received no
notice of any such violation or default and has no knowledge of any basis on
which the operations of the Borrower or its Subsidiaries, as now conducted and
as currently proposed to be conducted after the date hereof, would be held so as
to violate or to give rise to any such violation or default.

      7.7. Litigation. Except with respect to the Congoleum Plan, the Congoleum
Plan Note and the Congoleum Plan Trust, no litigation, at law or in equity, or
any proceeding before any court, board or other governmental or administrative
agency or any arbitrator is pending or, to the knowledge of the Borrower, the
Borrower or any Guarantor, threatened which involves any material risk of any
final judgment, order or liability which, after giving effect to any applicable
insurance, has resulted, or creates a material risk of resulting, in any
Material Adverse Change or which seeks to enjoin the consummation, or which
questions the validity, of any of the transactions contemplated by this
Agreement or any other Credit Document. Except with respect to the Congoleum
Plan, the Congoleum Plan Note and the Congoleum Plan Trust, no judgment, decree
or order of any court, board or other governmental or administrative agency or
any arbitrator has been issued against or binds the Borrower or any of its
Subsidiaries which has resulted, or creates a material risk of resulting, in any
Material Adverse Change.

      7.8. Authorization and Enforceability. Each of the Borrower and each other
Obligor has taken all corporate action required to execute, deliver and perform
this Agreement and each other Credit Document to which it is party. No consent
of stockholders of the Company is necessary in order to authorize the execution,
delivery or performance of this Agreement or any other Credit Document to which
a Borrower is party. Each of this Agreement and each other Credit Document
constitutes the legal, valid and binding obligation of each Obligor party
thereto and is enforceable against such Obligor in accordance with its terms.

      7.9. No Legal Obstacle to Agreements. Neither the execution and delivery
of this Agreement or any other Credit Document, nor the making of any borrowings
hereunder, nor the consummation of any transaction referred to in or
contemplated by this Agreement or any other Credit Document (excluding the
transactions contemplated by the Congoleum Plan, the Congoleum Plan Trust or the
Congoleum Note), nor the fulfillment of the terms hereof or thereof or of any
other agreement, instrument, deed or lease contemplated by this Agreement or any


                                      -56-
<PAGE>

other Credit Document (excluding the transactions contemplated by the Congoleum
Plan, the Congoleum Plan Trust or the Congoleum Note), has constituted or
resulted in or will constitute or result in:

                  (a) any breach or termination of the provisions of any
            material agreement, instrument, deed or lease to which the Borrower,
            any of its Subsidiaries or any other Obligor is a party or by which
            it is bound, or of the Charter or By-laws of the Company, any of its
            Subsidiaries or any other Obligor;

                  (b) the material violation of any law, statute, judgment,
            decree or governmental order, rule or regulation applicable to the
            Borrower, any of its Subsidiaries or any other Obligor;

                  (c) except for Liens under (i) the Credit Documents and (ii)
            the Note Purchase Agreement, the creation under any agreement,
            instrument, deed or lease of any Lien upon any of the assets of the
            Borrower, any of its Subsidiaries or any other Obligor; or

                  (d) any redemption, retirement or other repurchase obligation
            of the Borrower, any of its Subsidiaries or any other Obligor under
            any Charter, By-law, agreement, instrument, deed or lease.

Except with respect to the Note Purchase Agreement and the CIBC Credit
Agreement, and for filings required in order to perfect or publish the Liens of
the Lenders under the Security Agreements or required pursuant to disclosure
obligations under the U.S. federal securities laws and the rules of the
Securities and Exchange Commission, no approval, authorization or other action
by, or declaration to or filing with, any governmental or administrative
authority or any other Person is required to be obtained or made by the
Borrower, any of its Subsidiaries or any other Obligor in connection with the
execution, delivery and performance of this Agreement or any other Credit
Document, the transactions contemplated hereby or thereby or the making of any
borrowing hereunder (excluding the transactions contemplated by the Congoleum
Plan, the Congoleum Plan Trust or the Congoleum Note).

      7.10. Defaults. Neither the Borrower nor any of its Subsidiaries is in
default under any provision of its Charter or By-laws or of this Agreement or
any other Credit Document. Neither the Borrower nor any of its Subsidiaries is
in default under any provision of any agreement, instrument, deed or lease to
which it is party or by which it or its property is bound so as to result, or
create a material risk of resulting, in any Material Adverse Change.

      7.11. Licenses, etc. The Borrower and its Subsidiaries have all patents,
patent applications, patent licenses, patent rights, trademarks, trademark
rights, trade names, trade name rights, copyrights, licenses, franchises,
permits, authorizations and other rights as are reasonably necessary for the
conduct of the business of the Borrower and its Subsidiaries as now conducted by
them. All of the foregoing are in full force and effect in all material
respects, and each of the Borrower and its Subsidiaries is in substantial
compliance with the foregoing without any known conflict with the valid rights
of others which has resulted, or creates a material risk of resulting, in any
Material Adverse Change.


                                      -57-
<PAGE>

      7.12. Pension Plans. Each Plan (other than a Multiemployer Plan) and, to
the knowledge of the Borrower and its Subsidiaries, each Multiemployer Plan is
in material compliance with the applicable provisions of ERISA and the Code.
Each Multiemployer Plan and each Plan that constitutes a "defined benefit plan"
(as defined in ERISA) are set forth in Exhibit 7.12. Each ERISA Group Person has
met all of the funding standards applicable to all Plans that are not
Multiemployer Plans, and no condition exists which would permit the institution
of proceedings to terminate any Plan that is not a Multiemployer Plan under
section 4042 of ERISA. To the knowledge of the Borrower and each Subsidiary, no
Plan that is a Multiemployer Plan is currently insolvent or in reorganization or
has been terminated within the meaning of ERISA.

      7.13. Environmental Regulations. Each of the Borrower and its Subsidiaries
is in compliance in all material respects with the Clean Air Act, the Federal
Water Pollution Control Act, the Marine Protection Research and Sanctuaries Act,
RCRA, CERCLA and any other Environmental Law in effect in any jurisdiction in
which any properties of the Borrower or any of its Subsidiaries are located or
where any of them conducts its business, and with all applicable published rules
and regulations (and applicable standards and requirements) of the federal
Environmental Protection Agency and of any similar agencies in states or foreign
countries in which the Borrower or its Subsidiaries conducts its business other
than those which in the aggregate have not resulted, and do not create a
material risk of resulting, in a Material Adverse Change.

      7.14. Government Regulation; Margin Stock.

            7.14.1. Government Regulation. Neither the Borrower nor any of its
      Subsidiaries, nor any Person controlling the Borrower or any of its
      Subsidiaries or under common control with the Borrower or any of its
      Subsidiaries, is subject to regulation under the Public Utility Holding
      Company Act of 1935, the Federal Power Act, the Investment Company Act,
      the Interstate Commerce Act or any other statute or regulation (other than
      Regulation X of the Board of Governors of the Federal Reserve System) that
      regulates the incurring by the Borrower or any of its Subsidiaries of
      Financing Debt as contemplated by this Agreement and the other Credit
      Documents.

            7.14.2. Margin Stock. Neither the Borrower nor any of its
      Subsidiaries owns any Margin Stock.

      7.15. Disclosure. Subject to the final sentence of this Section 7.15 and
disclosures made by the Company in filings it makes with the Securities and
Exchange Commission (the "SEC Reports"), neither this Agreement nor any other
Credit Document nor any financial statement, report, notice, mortgage,
assignment or certificate furnished or to be furnished to the Lenders or the
Agent by or on behalf of the Borrower or any of its Subsidiaries in connection
with the transactions contemplated hereby or by such Credit Document contains
any untrue statement of material fact or omits to state a material fact
necessary in order to make the statements contained herein or therein, taken as
a whole, not misleading in light of the circumstances under which they were
made. Except as disclosed in the SEC Reports, no fact is actually known to the
Borrower or any of its Subsidiaries which has resulted, or in the future (so far
as the Borrower or any of its Subsidiaries can reasonably foresee) will result,


                                      -58-
<PAGE>

or creates a material risk of resulting, in any Material Adverse Change, except
to the extent that present or future general economic conditions may result in a
Material Adverse Change. Notwithstanding the foregoing, it is hereby
acknowledged that the documentation included in each of Exhibit 1(a) and Exhibit
1(b) is not effective as of the date hereof, and that such documentation is,
accordingly, forward looking and reflective of present intentions as to future
transactions, provided, however, that the foregoing does not limit in any way
the rights of the Agent under Section 6.16 hereof.

8. Defaults.

      8.1. Events of Default. The following events are referred to as "Events of
Default":

            8.1.1. Payment. The Borrower shall fail to make any payment in
      respect of: (a) interest or any fee on or in respect of any of the Credit
      Obligations owed by it as the same shall become due and payable, and such
      failure shall continue for a period of three Banking Days, or (b) any
      Credit Obligation with respect to payments made by any Domestic Letter of
      Credit Issuer under any Domestic Letter of Credit or any draft drawn
      thereunder within three Banking Days, or (c) any Credit Obligation with
      respect to payments made by any Canadian Letter of Credit Issuer under any
      Canadian Letter of Credit or any draft drawn thereunder within three
      Banking Days, or (d) principal of any of the Credit Obligations owed by it
      as the same shall become due, whether at maturity or by acceleration or
      otherwise.

            8.1.2. Specified Covenants. The Borrower or any of its Subsidiaries,
      as applicable, shall fail to perform or observe any of the provisions of
      Sections 6.5 through 6.16.

            8.1.3. Other Covenants. The Borrower, any of its Subsidiaries or any
      other Obligor shall fail to perform or observe any other covenant,
      agreement or provision to be performed or observed by it under this
      Agreement or any other Credit Document, and such failure shall not be
      rectified or cured to the written satisfaction of the Required Lenders
      within 30 days after the earlier of (a) notice thereof by the Domestic
      Agent or the Canadian Agent to the Borrower or (b) a Financial Officer
      shall have actual knowledge thereof.

            8.1.4. Representations and Warranties. Any representation or
      warranty of or with respect to the Borrower, any of its Subsidiaries or
      any other Obligor made to the Lenders or the Domestic Agent or Canadian
      Agent in, pursuant to or in connection with this Agreement or any other
      Credit Document, or in any financial statement, report, notice, mortgage,
      assignment or certificate delivered to the Domestic Agent or Canadian
      Agent or any of the Lenders by the Borrower, any of its Subsidiaries or
      any other Obligor in connection herewith or therewith, shall be false in
      any material respect on the date as of which it was made.

            8.1.5. Material Financing Debt Cross Default, etc.


                                      -59-
<PAGE>

                  (a) The Borrower or any of its Subsidiaries shall fail to make
            any payment when due (after giving effect to any applicable grace
            periods) in respect of any Material Financing Debt;

                  (b) the Borrower or any of its Subsidiaries shall fail to
            perform or observe the terms of any agreement or instrument relating
            to any Material Financing Debt, and such failure shall continue,
            without having been duly cured, waived or consented to, beyond the
            period of grace, if any, specified in such agreement or instrument,
            and such failure shall permit the acceleration of such Material
            Financing Debt;

                  (c) all or any part of any Material Financing Debt of the
            Borrower or any of its Subsidiaries shall be accelerated or shall
            become due or payable prior to its stated maturity for any reason
            whatsoever (except with respect to voluntary prepayments or
            mandatory contingent payments that do not result from a default
            thereunder or the occurrence of an event similar to an Event of
            Default hereunder);

                  (d) any Lien on any property of the Borrower or any of its
            Subsidiaries securing any Material Financing Debt shall be enforced
            by foreclosure or similar action; or

                  (e) any holder of any Material Financing Debt shall exercise
            any right of rescission with respect to the issuance thereof or put,
            mandatory prepayment or repurchase rights against the Borrower or
            any of its Subsidiaries with respect to such Material Financing Debt
            (other than any such rights that may be satisfied with "payment in
            kind" notes or other similar securities).

            8.1.6. Ownership; Liquidation; etc.

                  (a) the Company shall cease to own, directly or indirectly,
            the capital stock of its Subsidiaries in the percentage, or a
            greater percentage, as currently owned, except to the extent
            permitted by Section 6.10.1; or

                  (b) Any member of the Senior Management Team shall cease to be
            actively involved in the executive management of the Company and a
            replacement reasonably satisfactory to the Required Lenders shall
            not have been selected within 180 days; or

                  (c) a majority of the board of directors of the Company shall
            be neither (i) directors of the Company as of the date hereof nor
            (ii) nominated, appointed or approved by directors of the Company as
            of the date hereof nor (iii) nominated, appointed or approved by
            directors described in clause (ii) above; or

                  (d) any Person, together with "affiliates" and "associates" of
            such Person within the meaning of Rule 12b-2 of the Exchange Act, or
            any "group" including such Person under sections 13(d) and 14(d) of
            the Exchange Act, other than the Persons described in paragraph (b)
            above and any Person with whom any such Person may be deemed to be


                                      -60-
<PAGE>

            part of such a "group", shall acquire after the date hereof (i)
            beneficial ownership within the meaning of Rule 13d-3 of the
            Exchange Act of 33% or more of either the voting stock or total
            equity capital of the Company or (ii) direct or indirect control of
            the Company through a shareholder, voting or similar agreement or
            arrangement; or

                  (e) the Borrower or any of its Subsidiaries or any other
            Obligor shall initiate any action to dissolve, liquidate or
            otherwise terminate its existence.

            8.1.7. Enforceability, etc. Any Credit Document shall cease for any
      reason (other than the scheduled termination thereof in accordance with
      its terms) to be enforceable in accordance with its terms or in full force
      and effect; or any party to any Credit Document shall so assert in a
      judicial or similar proceeding; or the security interests created by this
      Agreement or any other Credit Documents shall cease to be enforceable and
      of the same effect and priority purported to be created hereby.

            8.1.8. Judgments. Except with regard to judgments in connection with
      the Congoleum Plan, the Congoleum Plan Trust and the Congoleum Plan Note,
      a final judgment (a) which, with other outstanding final judgments against
      the Company and its Subsidiaries, exceeds an aggregate of $500,000 in
      excess of applicable insurance coverage shall be rendered against the
      Company or any of its Subsidiaries, or (b) which grants injunctive relief
      that results, or creates a material risk of resulting, in a Material
      Adverse Change and in either case if (i) within 30 days after entry
      thereof, such judgment shall not have been discharged or execution thereof
      stayed pending appeal or (ii) within 30 days after the expiration of any
      such stay, such judgment shall not have been discharged (it being
      understood that the Congoleum Plan and proceedings, settlements and
      transactions in connection therewith shall be excluded for the purposes
      hereof).

            8.1.9. ERISA. Any "reportable event" (as defined in section 4043 of
      ERISA) shall have occurred that reasonably could be expected to result in
      termination of a Plan or the appointment by the appropriate United States
      District Court of a trustee to administer any Plan or the imposition of a
      Lien in favor of a Plan.

            8.1.10. Bankruptcy, etc. The Borrower, any of its Subsidiaries or
      any other Obligor (it being understood that the Congoleum Plan and
      proceedings, settlements and transactions in connection therewith shall be
      excluded for the purposes hereof) shall:

                  (a) commence a voluntary case under the Bankruptcy Code or
            authorize, by appropriate proceedings of its board of directors or
            other governing body, the commencement of such a voluntary case;

                  (b) (i) have filed against it a petition commencing an
            involuntary case under the Bankruptcy Code that shall not have been
            dismissed within 60 days after the date on which such petition is
            filed, or (ii) file an answer or other pleading within such 60-day
            period admitting or failing to deny the material allegations of such
            a petition or seeking, consenting to or acquiescing in the relief


                                      -61-
<PAGE>

            therein provided, or (iii) have entered against it an order for
            relief in any involuntary case commenced under the Bankruptcy Code;

                  (c) seek relief as a debtor under any applicable law, other
            than the Bankruptcy Code, of any jurisdiction relating to the
            liquidation or reorganization of debtors or to the modification or
            alteration of the rights of creditors, or consent to or acquiesce in
            such relief;

                  (d) have entered against it an order by a court of competent
            jurisdiction (i) finding it to be bankrupt or insolvent, (ii)
            ordering or approving its liquidation or reorganization as a debtor
            or any modification or alteration of the rights of its creditors or
            (iii) assuming custody of, or appointing a receiver or other
            custodian for, all or a substantial portion of its property; or

                  (e) make an assignment for the benefit of, or enter into a
            composition with, its creditors, or appoint, or consent to the
            appointment of, or suffer to exist a receiver or other custodian
            for, all or a substantial portion of its property.

      8.2. Certain Actions Following an Event of Default. If any one or more
Events of Default shall occur and be continuing, then in each and every such
case:

            8.2.1. Terminate Obligation to Extend Credit. Upon written request
      of the Required Lenders, the Agent shall terminate the obligations of the
      Lenders to make any further extensions of credit under the Credit
      Documents by furnishing notice of such termination to the Borrower;
      provided, however, that if a Bankruptcy Default shall have occurred, the
      obligations of the Lenders to make any further extensions of credit under
      the Credit Documents shall automatically terminate.

            8.2.2. Specific Performance; Exercise of Rights. Upon written
      request of the Required Lenders, the Domestic Agent and/or the Canadian
      Agent, as applicable, shall proceed to protect and enforce the Domestic
      Lenders' or the Canadian Lenders' rights by suit in equity, action at law
      and/or other appropriate proceeding, either for specific performance of
      any covenant or condition contained in this Agreement or any other Credit
      Document or in any instrument or assignment delivered to such Lenders
      pursuant to this Agreement or any other Credit Document, or in aid of the
      exercise of any power granted in this Agreement or any other Credit
      Document or any such instrument or assignment.

            8.2.3. Acceleration. Upon written request of the Required Lenders,
      the Agent shall by notice in writing to the Borrower (a) declare all or
      any part of the unpaid balance of the Credit Obligations then outstanding
      to be immediately due and payable, and (b) require the Borrower
      immediately to deposit with the Domestic Agent and/or the Canadian Agent,
      as the case may be, in cash an amount equal to the then Letter of Credit
      Exposure (which cash shall be held and applied as provided in Section
      4.3), and thereupon such unpaid balance or part thereof and such amount
      equal to the Letter of Credit Exposure shall become so due and payable
      without presentation, protest or further demand or notice of any kind, all
      of which are hereby expressly waived; provided, however, that if a


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<PAGE>

      Bankruptcy Default shall have occurred, the unpaid balance of the Credit
      Obligations shall automatically become immediately due and payable.

            8.2.4. Enforcement of Payment; Setoff. Upon written request of the
      Required Lenders, the Domestic Agent and/or the Canadian Agent, as the
      case may be, shall proceed to enforce payment of the Credit Obligations in
      such manner as it may elect, to cancel, or instruct other Domestic Letter
      of Credit Issuers and Canadian Letter of Credit Issuers to cancel, any
      outstanding Domestic Letters of Credit and Canadian Letters of Credit
      which permit the cancellation thereof. The Lenders may offset and apply
      toward the payment of the Credit Obligations (and/or toward the curing of
      any Event of Default) any Indebtedness from the Lenders to the respective
      Obligors, including any Indebtedness represented by deposits in any
      account maintained with the Lenders, regardless of the adequacy of any
      security for the Credit Obligations. The Lenders shall have no duty to
      determine the adequacy of any such security in connection with any such
      offset.

            8.2.5. Cumulative Remedies. To the extent not prohibited by
      applicable law which cannot be waived, all of the Lenders' rights
      hereunder and under each other Credit Document shall be cumulative.

      8.3. Annulment of Defaults. Once an Event of Default has occurred, such
Event of Default shall be deemed to exist and be continuing for all purposes of
the Credit Documents until the Required Lenders or the Agent (with the consent
of the Required Lenders) shall have waived such Event of Default in writing,
stated in writing that the same has been cured to such Lenders' reasonable
satisfaction or entered into an amendment to this Agreement which by its express
terms cures such Event of Default, at which time such Event of Default shall no
longer be deemed to exist or to have continued. No such action by the Lenders or
the Agent shall extend to or affect any subsequent Event of Default or impair
any rights of the Lenders upon the occurrence thereof. The making of any
extension of credit during the existence of any Default or Event of Default
shall not constitute a waiver thereof.

      8.4. Waivers. To the extent that such waiver is not prohibited by the
provisions of applicable law that cannot be waived, each of the Borrower and the
other Obligors waives:

                  (a) all presentments, demands for performance, notices of
            nonperformance (except to the extent required by this Agreement or
            any other Credit Document), protests, notices of protest and notices
            of dishonor;

                  (b) any requirement of diligence or promptness on the part of
            the Agent or any Lender in the enforcement of its rights under this
            Agreement or any other Credit Document;

                  (c) any and all notices of every kind and description which
            may be required to be given by any statute or rule of law; and

                  (d) any defense (other than indefeasible payment in full)
            which it may now or hereafter have with respect to its liability
            under this Agreement or any other Credit Document or with respect to
            the Credit Obligations.


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<PAGE>

9. Expenses; Indemnity.

      9.1. Expenses. Whether or not the transactions contemplated hereby shall
be consummated, subject to Section 9.5, the Borrower will pay:

                  (a) all reasonable expenses of the Agent (including the
            out-of-pocket expenses related to forming the group of Lenders and
            reasonable fees and disbursements of the counsel to the Agent) in
            connection with the negotiation, preparation and duplication of this
            Agreement and each other Credit Document, examinations by, and
            reports of, the Agent's commercial financial examiners, fixed asset
            appraisers and environmental consultants, the annual Domestic
            Agent's fee of $25,000 and amendments, waivers, consents and other
            operations hereunder and thereunder;

                  (b) all other reasonable expenses incurred by the Agent, the
            Lenders or the holder of any Credit Obligation in connection with
            the enforcement of any rights hereunder or under any other Credit
            Document or any work-out negotiations relating to the Credit
            Obligations, including costs of collection and reasonable attorneys'
            fees (including a reasonable allowance for the hourly cost of
            attorneys employed by the Lenders on a salaried basis) and expenses.

      9.2. General Indemnity. Subject to Section 9.5, the Borrower shall
indemnify the Lenders and the Agent and hold them harmless from any liability,
loss or damage resulting from the violation by the Borrower of Section 2.3. In
addition, subject to Section 9.5, the Borrower shall indemnify each Lender, the
Agent, each of the Lenders' or the Agent's directors, officers, employees,
agents, attorneys, accountants, consultants and Affiliates (each Lender, the
Agent and each of such directors, officers, employees, agents, attorneys,
accountants, consultants and Affiliates is referred to as an "Indemnified
Party") and hold each of them harmless from and against any and all claims,
damages, liabilities and reasonable expenses (including reasonable fees and
disbursements of counsel with whom any Indemnified Party may consult in
connection therewith and all reasonable expenses of litigation or preparation
therefor) which any Indemnified Party may incur or which may be asserted against
any Indemnified Party in connection with (a) the Indemnified Party's compliance
with or contest of any subpoena or other process issued against it in any
proceeding involving the Borrower or any of its Subsidiaries or their
Affiliates, (b) any litigation or investigation involving the Borrower, any of
its Subsidiaries or their Affiliates, or any officer, director or employee
thereof, or (c) this Agreement, any other Credit Document or any transaction
contemplated hereby or thereby; provided, however, that the foregoing indemnity
shall not apply (i) to litigation commenced by the Borrower against the Lenders
or the Agent which seeks enforcement of any of the rights of the Borrower
hereunder or under any other Credit Document and is determined adversely to the
Lenders or the Agent in a final nonappealable judgment or (ii) to any
Indemnified Party to the extent such claims, damages, liabilities and expenses
are determined in a final, nonappealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's own gross negligence
or willful misconduct. THE BORROWER EXPRESSLY ACKNOWLEDGES THAT IT MAY BE
REQUIRED TO INDEMNIFY PERSONS AGAINST THEIR OWN NEGLIGENCE.


                                      -64-
<PAGE>

      9.3. Indemnity With Respect to Letters of Credit. Subject to Section 9.5,
the Borrower shall indemnify each Domestic Letter of Credit Issuer and each
Canadian Letter of Credit Issuer and their correspondents and hold each of them
harmless from and against any and all claims, losses, liabilities, damages and
reasonable expenses (including reasonable attorneys' fees) arising from or in
connection with any Domestic Letter of Credit or Canadian Letter of Credit,
including any such claim, loss, liability, damage or expense arising out of any
transfer, sale, delivery, surrender or endorsement of any invoice, bill of
lading, warehouse receipt or other document at any time held by the Agent, such
Domestic Letter of Credit Issuer or such Canadian Letter of Credit Issuer or
held for their respective accounts by any of their correspondents, in connection
with any Domestic Letter of Credit or Canadian Letter of Credit, except to the
extent such claims, losses, liabilities, damages and expenses are determined in
a final, nonappealable judgment by a court of competent jurisdiction to have
resulted from gross negligence or willful misconduct on the part of the Agent or
any other Domestic Letter of Credit Issuer or Canadian Letter of Credit Issuer.

      9.4. Taxes.

            9.4.1. Excluded Taxes.

                  (a) Except as provided in this Section 9.4, any and all
            payments by the Borrower and Guarantors to or for the account of the
            Domestic Agent, Canadian Agent or any Lender under any Credit
            Document shall be made free and clear of and without deduction for
            any and all present or future taxes, duties, levies, imposts,
            deductions, assessments, fees, withholdings or similar charges, and
            all liabilities with respect thereto, including without limitation
            all taxes imposed pursuant to Part XIII of the Income Tax Act
            (Canada) and any withholding or other taxes imposed on any Lender
            under Canadian law, excluding, in the case of the Domestic Agent,
            Canadian Agent and each Lender, taxes imposed on or measured by its
            net income, and franchise taxes imposed on it (in lieu of net income
            taxes), by the jurisdiction (or any political subdivision thereof)
            under the Laws of which Domestic Agent, Canadian Agent or such
            Lender, as the case may be, is organized or maintains its lending
            office from which the applicable Loans are made hereunder or where
            the Domestic Agent, Canadian Agent or such Lender, as the case may
            be, maintains a permanent establishment or similar business
            connection (a "Connecting Factor"), to the extent that such taxes
            are imposed as a result of or with respect to such Connecting Factor
            (or in the case of Canada, enters into transactions contemplated by
            this Credit Agreement in the course of carrying on business in
            Canada within the meaning of the Income Tax Act (Canada)) and
            further excluding, in the case of each Canadian Lender, taxes
            imposed on or measured by such Canadian Lender's capital by the
            jurisdiction (or any political subdivision thereof) under the laws
            of which such Lender is organized or maintains its lending office
            from which Canadian Revolving Loans are made hereunder or has a
            Connecting Factor, to the extent such tax is imposed as a result of
            or with respect to such Connecting Factor (or in the case of Canada,
            enters into transactions contemplated by this Credit Agreement in
            the course of carrying on business in Canada within the meaning of
            the Income Tax Act (Canada)) and further excluding any branch taxes
            imposed under Section 219 of the Income Tax Act (Canada) (all such


                                      -65-
<PAGE>

            excluded Taxes being hereinafter referred to as "Excluded Taxes",
            and all such non-excludable taxes, duties, levies, imposts,
            deductions, assessments, fees, withholdings or similar charges, and
            liabilities being hereinafter referred to as a "Tax" or "Taxes"). If
            any Borrower or Guarantor shall be required by any Legal
            Requirements to deduct any Taxes from or in respect of any sum
            payable under any Credit Document to Domestic Agent or Canadian
            Agent or any Lender: (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
            9.4), each of Domestic Agent, Canadian Agent and such Lender
            receives an amount equal to the sum it would have received had no
            such deductions been made; (ii) the Borrower and Guarantors shall
            make such deductions; (iii) the Borrower and Guarantors shall pay
            the full amount deducted to the relevant taxation authority or other
            authority in accordance with applicable Laws; and (iv) within thirty
            (30) days after the date of such payment, the Borrower and
            Guarantors shall furnish to Domestic Agent or Canadian Agent, as
            applicable (which shall forward the same to such Lender) evidence of
            the payment thereof.

                  (b) Notwithstanding the foregoing, (i) in the event that the
            Canadian Lender assigns all or any portion of its Canadian Revolving
            Loan to any Person that is not an Eligible Canadian Assignee, if
            such assignment is made at a time when no Event of Default has
            occurred and is continuing, then unless otherwise agreed by the
            Guarantors, no Borrower or Guarantor shall be responsible for
            payment of any Taxes or other amounts payable pursuant to Section
            9.4.1(a) on account of such Taxes that are imposed as a result of
            the fact that such assignee is not an Eligible Canadian Assignee,
            and (ii) in the event that a Canadian Lender designates a new
            lending office with the result that such Canadian Lender is no
            longer an Eligible Canadian Assignee (other than a designation done
            at the request of the Guarantors or Borrower pursuant to Section
            9.4.3), if such designation is made at a time when no Event of
            Default has occurred and is continuing, then unless otherwise agreed
            by the Guarantors, no Borrower or Guarantor shall be responsible for
            payment of any Taxes or other amounts payable pursuant to Sections
            9.4.1, 9.4.3 or 9.4.4 on account of such Taxes that are imposed as a
            result of such designation.

            9.4.2. Other Taxes. In addition, the Borrower and Guarantors agree
      to pay any and all present or future stamp, court or documentary taxes and
      any other excise or property taxes or charges or similar levies (other
      than Excluded Taxes) which arise from any payment made under any Credit
      Document or from the execution, delivery, performance, enforcement or
      registration of, or otherwise with respect to, any Loan Document
      (hereinafter referred to as "Other Taxes").

            9.4.3. Gross Up. If any Borrower or Guarantor shall be required to
      deduct or if the Domestic Agent, the Canadian Agent or any Lender shall be
      required to pay any Taxes or Other Taxes from or with respect of any sum
      payable under any Credit Document to the Domestic Agent, Canadian Agent or
      any Lender, such Borrower or Guarantor shall also pay to the Domestic
      Agent, Canadian Agent or to such Lender, as the case may be, at the time


                                      -66-
<PAGE>

      such sum is paid, such additional amount that the Domestic Agent, Canadian
      Agent or such Lender specifies is necessary to preserve the after-tax
      yield (after factoring in all Taxes, including Excluded Taxes) that the
      Domestic Agent, Canadian Agent or such Lender would have received if such
      Taxes or Other Taxes had not been imposed.

            9.4.4. Indemnification.

                  (a) Each Domestic Borrower and Guarantor agrees to indemnify
            the Domestic Agent and each Domestic Lender for (i) the full amount
            of Taxes and Other Taxes (including any Taxes or Other Taxes imposed
            or asserted by any jurisdiction on amounts payable under this
            Section 9.4) paid by the Domestic Agent and such Lender, (ii)
            amounts payable under Section 9.4.3, and (iii) any liability
            (including additions to tax, penalties, interest and expenses)
            arising therefrom or with respect thereto.

                  (b) Each Canadian Borrower and Guarantor agrees to indemnify
            the Canadian Agent and each Canadian Lender for (i) the full amount
            of Taxes and Other Taxes (including any Taxes or Other Taxes imposed
            or asserted by any jurisdiction on amounts payable under this
            Section 9.4) paid by the Canadian Agent and such Lender, (ii)
            amounts payable under Section 9.4.3, and (iii) any liability
            (including additions to tax, penalties, interest and expenses)
            arising therefrom or with respect thereto, in each case whether or
            not such Taxes or Other Taxes were correctly or legally imposed or
            asserted by the relevant governmental authority. Payment under this
            Section 9.4.4 shall be made within thirty (30) days after the date
            the Lender, Domestic Agent or Canadian Agent makes a demand
            therefor. The obligations of the Borrower under this Section 9.4 are
            several and not joint.

            9.4.5. Exception. If a Tax would not be imposed but for the fact
      that the representation made by the Canadian Agent and the Canadian Lender
      in Section 10.11 is not true at any time, then Sections 9.4.1 through
      9.4.4 will not apply with respect to that Tax.

      9.5. Separate Obligations of Canadian Borrower. Notwithstanding any other
provision of this Agreement to the contrary, except upon the occurrence of an
Event of Default that is continuing,

            9.5.1. all liabilities, obligations and other amounts payable under
      or in connection with this Agreement or any other Credit Document by the
      Canadian Borrower (whether on account of principal, interest, fees,
      indemnities, expenses or otherwise and including without limitation
      amounts provided for in Sections 3.2.4, 3.4, 3.5 and 9 hereof), shall be
      deemed to be owing and payable to and for the account of the Canadian
      Agent or the Canadian Lenders only;

            9.5.2. in no event shall the Canadian Borrower be liable (a) for any
      Credit Obligations (whether on account of principal, interest, fees,
      indemnities, expenses or otherwise) other than Credit Obligations owing to


                                      -67-
<PAGE>

      the Canadian Agent or the Canadian Lenders, or (b) for any covenant,
      obligation, agreement or liability of the Domestic Borrower under this
      Agreement; and

            9.5.3. all amounts paid or credited by or on behalf of the Canadian
      Borrower under the Canadian Revolving Loans and under any Credit Document
      shall be paid to the Canadian Agent or a Canadian Lender.

10. Operations; Agent.

      10.1. Interests in Credits. The Percentage Interest of each Lender in the
respective portions of the Loan and Letter of Credit Exposure, and the related
Commitments, shall be computed based on the maximum principal amount for each
Lender as set forth in the Register, as from time to time in effect. The current
Percentage Interests are set forth in Exhibit 10.1, which may be updated by the
Domestic Agent from time to time to conform to the Register.

      10.2. Agent's Authority to Act, etc. Each of the Domestic Lenders appoints
and authorizes Fleet to act for the Domestic Lenders as the Domestic Lenders'
Agent and each of the Canadian Lenders appoints and authorizes Bank of America
Canada, to act for the Canadian Lenders as the Canadian Lenders' Agent in
connection with the transactions contemplated by this Agreement and the other
Credit Documents on the terms set forth herein. All action in connection with
the enforcement of, or the exercise of any remedies (other than the Lenders'
rights of set-off as provided in Section 8.2.4 or in any Credit Document) in
respect of the Credit Obligations and Credit Documents shall be taken by the
Domestic Agent and/or the Canadian Agent, as the case may be.

            10.2.1. Borrower to Pay Agent, etc. The Borrower and each Guarantor
      shall be fully protected in making all payments in respect of the Credit
      Obligations to the Domestic Agent and/or the Canadian Agent, as the case
      may be, in relying upon consents, modifications and amendments executed by
      the Agent purportedly on the Lenders' behalf, and in dealing with the
      Agent as herein provided. The Domestic Agent and/or the Canadian Agent, as
      the case may be, may charge the accounts of the Borrower, on the dates
      when the amounts thereof become due and payable, with the amounts of the
      principal of and interest on the Loan, any amounts paid by the Domestic
      Letter of Credit Issuers or Canadian Letter of Credit Issuers to third
      parties under Domestic Letters of Credit or Canadian or drafts presented
      thereunder, commitment fees, Domestic Letter of Credit fees, Canadian
      Letter of Credit fees and all other fees and amounts owing under any
      Credit Document.

      10.3. Power of Attorney for Quebec Purposes. Without limiting the powers
of Bank of America Canada under this Agreement and the Canadian Security
Agreement, each Canadian Lender and Bank of America Canada acknowledges and
agrees that Bank of America Canada shall, for the purposes of holding any
security granted under the Canadian Security Agreement pursuant to the laws of
the Province of Quebec to secure payment of bonds or any similar instruments
(collectively, the "Bonds"), be the holder of an irrevocable power of attorney
(fonde de pouvoir), within the meaning of Article 2692 of the Civil Code of
Quebec, for all present and future Canadian Lenders as well as holders and
depositaries of the Bonds. Each of the Canadian Lenders and Bank of America


                                      -68-
<PAGE>

Canada constitutes, to the extent necessary, Bank of America Canada as the
holder of such irrevocable power of attorney (fonde de pouvoir) in order to hold
security granted under the Canadian Security Agreement in the Province of Quebec
to secure payment of the Bonds. Each successor Canadian Lender and successor to
Bank of America Canada shall be deemed to have confirmed and ratified the
constitution of Bank of America Canada as the holder of such irrevocable power
of attorney (fonde de pouvoir). Furthermore, Bank of America Canada agrees to
act in the capacity of the holder and depositary of the Bonds for the benefit of
all present and future Canadian Lenders. Notwithstanding the provisions of
Section 32 of the Special Powers of Legal Persons Act (Quebec), Bank of America
Canada may acquire and be the holder of a Bond. Each of the Canadian Lenders and
the Canadian Borrower acknowledges that each of the Bonds executed by it
constitutes a title of indebtedness, as such term is used in Article 2692 of the
Civil Code of Quebec. Notwithstanding the provisions of Section 15.5, the
provisions of this paragraph shall be governed by and interpreted in accordance
with the laws of the Province of Quebec and the federal laws of Canada
applicable therein.

      10.4. Lender Operations for Advances, Letters of Credit, etc.

            10.4.1. Advances. On each Closing Date, each Lender shall advance to
      the Domestic Agent or the Canadian Agent, as the case may be, in
      immediately available funds such Lender's Percentage Interest in the
      portion of the Loan advanced on such Closing Date prior to 12:00 noon
      (Boston time or Toronto time, as the case may be). If such funds are not
      received at such time, but all applicable conditions set forth in Section
      5 have been satisfied, each Lender authorizes and requests the Domestic
      Agent or the Canadian Agent, as the case may be, to advance for the
      Lender's account, pursuant to the terms hereof, the Lender's respective
      Percentage Interest in such portion of the Loan and agrees to reimburse
      the Domestic Agent or the Canadian Agent, as the case may be, in
      immediately available funds for the amount thereof prior to 2:00 p.m.
      (Boston time or Toronto time, as the case may be) on the day any portion
      of the Loan is advanced hereunder; provided, however, that the Domestic
      Agent or the Canadian Agent, as the case may be, is not authorized to make
      any such advance for the account of any Lender who has previously notified
      the Domestic Agent or the Canadian Agent in writing that such Lender will
      not be performing its obligations to make further advances hereunder; and
      provided, further, that the Domestic Agent or the Canadian Agent shall be
      under no obligation to make any such advance.

            10.4.2. Domestic Letters of Credit. Each of the Domestic Lenders
      authorizes and requests each Domestic Letter of Credit Issuer to issue the
      Domestic Letters of Credit provided for in Section 2.3 and to grant each
      Domestic Lender a participation in each of such Domestic Letters of Credit
      in an amount equal to its Percentage Interest in the amount of each such
      Domestic Letter of Credit. Promptly upon the request of the Domestic
      Letter of Credit Issuer, each Domestic Lender shall reimburse the Domestic
      Letter of Credit Issuer in immediately available funds for such Domestic
      Lender's Percentage Interest in the amount of all obligations to third
      parties incurred by the Domestic Letter of Credit Issuer in respect of
      each Domestic Letter of Credit and each draft accepted under a Domestic
      Letter of Credit to the extent not reimbursed by the Domestic Borrower by
      2:00 p.m. (Boston time or Toronto time, as the case may be) on the Banking
      Day when due. The Domestic Letter of Credit Issuer will notify each


                                      -69-
<PAGE>

      Domestic Lender of the issuance of any Domestic Letter of Credit, the
      amount and date of payment of any draft drawn or accepted under a Domestic
      Letter of Credit and whether in connection with the payment of any such
      draft the amount thereof was added to the Domestic Revolving Loan or was
      reimbursed by the Domestic Borrower.

            10.4.3. Canadian Letters of Credit. Each of the Canadian Lenders
      authorizes and requests each Canadian Letter of Credit Issuer to issue the
      Canadian Letters of Credit provided for in Section 2.4 and to grant each
      Canadian Lender a participation in each of such Canadian Letters of Credit
      in an amount equal to its Percentage Interest in the amount of each such
      Canadian Letter of Credit. Promptly upon the request of the Canadian
      Letter of Credit Issuer, each Canadian Lender shall reimburse the Canadian
      Letter of Credit Issuer in immediately available funds for such Canadian
      Lender's Percentage Interest in the amount of all obligations to third
      parties incurred by the Canadian Letter of Credit Issuer in respect of
      each Canadian Letter of Credit and each draft accepted under a Canadian
      Letter of Credit to the extent not reimbursed by the Canadian Borrower by
      2:00 p.m. (Toronto time) on the Banking Day when due. The Canadian Letter
      of Credit Issuer will notify each Canadian Lender of the issuance of any
      Canadian Letter of Credit, the amount and date of payment of any draft
      drawn or accepted under a Canadian Letter of Credit and whether in
      connection with the payment of any such draft the amount thereof was added
      to the Canadian Revolving Loan or was reimbursed by the Canadian Borrower.

            10.4.4. Agent to Allocate Payments, etc. All payments of principal
      and interest in respect of the extensions of credit made pursuant to this
      Agreement, reimbursement of amounts paid by any Domestic Letter of Credit
      Issuer or Canadian Letter of Credit Issuer to third parties under Domestic
      Letters of Credit or Canadian Letters of Credit or drafts presented
      thereunder, commitment fees, Domestic Letter of Credit fees, Canadian
      Letter of Credit fees and other fees under this Agreement shall, as a
      matter of convenience, be made by the Borrower and the Guarantors to the
      Domestic Agent or the Canadian Agent, as the case may be, in immediately
      available funds by noon (Boston time or Toronto time, as the case may be)
      on any Banking Day. The share of each Lender shall be credited to such
      Lender by the Domestic Agent or the Canadian Agent, as the case may be, in
      immediately available funds by 2:00 p.m. (Boston time or Toronto time, as
      the case may be) on such Banking Day in such manner that the principal
      amount of the Credit Obligations to be paid shall be paid proportionately
      in accordance with the Lenders' respective Percentage Interests in such
      Credit Obligations, except as otherwise provided in this Agreement. Under
      no circumstances shall any Lender be required to produce or present its
      Notes as evidence of its interests in the Credit Obligations in any action
      or proceeding relating to the Credit Obligations.

            10.4.5. Nonperforming Lenders. In the event that any Lender fails to
      reimburse the Domestic Agent or the Canadian Agent, as the case may be,
      pursuant to Sections 10.4.1, 10.4.2 or 10.4.3 for the Percentage Interest
      of such lender (a "Nonperforming Lender") in any credit advanced by the
      Domestic Agent or the Canadian Agent pursuant hereto, overdue amounts (the
      "Delinquent Payment") due from the Nonperforming Lender to the Domestic
      Agent or the Canadian Agent shall bear interest, payable by the
      Nonperforming Lender on demand, at a per annum rate equal to (a) the


                                      -70-
<PAGE>

      Federal Funds Rate for the first three days overdue and (b) the sum of 2%
      plus the Federal Funds Rate for any longer period. Such interest shall be
      payable to the Domestic Agent or the Canadian Agent, as the case may be,
      for its own account for the period commencing on the date of the
      Delinquent Payment and ending on the date the Nonperforming Lender
      reimburses the Domestic Agent of the Canadian Agent on account of the
      Delinquent Payment (to the extent not paid by any Obligor as provided
      below) and the accrued interest thereon (the "Delinquency Period"),
      whether pursuant to the assignments referred to below or otherwise. Upon
      notice by the Domestic Agent or the Canadian Agent, as the case may be,
      the Domestic Borrower or the Canadian Borrower, as the case may be, will
      pay to the Domestic Agent or the Canadian Agent, as the case may be, the
      principal (but not the interest) portion of the Delinquent Payment. During
      the Delinquency Period, in order to make reimbursements for the Delinquent
      Payment and accrued interest thereon, the Nonperforming Lender shall be
      deemed to have assigned to the Domestic Agent of the Canadian Agent all
      interest, commitment fees and other payments made by the Borrower under
      Section 3 that would have thereafter otherwise been payable under the
      Credit Documents to the Nonperforming Lender. During any period in which
      any Nonperforming Lender is not performing its obligations to extend
      credit under Section 2, the Nonperforming Lender shall be deemed to have
      assigned to each Lender that is not a Nonperforming Lender (a "Performing
      Lender") all principal and other payments made by the Borrower under
      Section 4 that would have thereafter otherwise been payable under the
      Credit Documents to the Nonperforming Lender. The Domestic Agent or the
      Canadian Agent, as the case may be, shall credit a portion of such
      payments to each Performing Lender in an amount equal to the Percentage
      Interest of such Performing Lender in an amount equal to the Percentage
      Interest of such Performing Lender divided by one minus the Percentage
      Interest of the Nonperforming Lender until the respective portions of the
      Loan owed to all the Lenders are the same as the Percentage Interests of
      the Lenders immediately prior to the failure of the Nonperforming Lender
      to perform its obligations under Section 2. The foregoing provisions shall
      be in addition to any other remedies the Domestic Agent or the Canadian
      Agent, as the case may be, the Performing Lenders or the Borrower may have
      under law or equity against the Nonperforming Lender as a result of the
      Delinquent Payment or as a result of its failure to perform its
      obligations under Section 2.

      10.5. Sharing of Payments, etc. Each Lender agrees that (a) if by
exercising any right of set-off or counterclaim or otherwise, it shall receive
payment of (i) a proportion of the aggregate amount due with respect to its
Percentage Interest in the Loan and Letter of Credit Exposure which is greater
than (ii) the proportion received by any other Lender in respect of the
aggregate amount due with respect to such other Lender's Percentage Interest in
the Loan and Letter of Credit Exposure and (b) if such inequality shall continue
for more than 10 days, the Lender receiving such proportionately greater payment
shall purchase participations in the Percentage Interests in the Loan and Letter
of Credit Exposure held by the other Lenders, and such other adjustments shall
be made from time to time (including rescission of such purchases of
participations in the event the unequal payment originally received is recovered
from such Lender through bankruptcy proceedings or otherwise), as may be
required so that all such payments of principal and interest with respect to the
Loan and Letter of Credit Exposure held by the Lenders shall be shared by the
Lenders pro rata in accordance with their respective Percentage Interests;
provided, however, that this Section 10.5 shall not impair the right of any


                                      -71-
<PAGE>

Lender to exercise any right of set-off or counterclaim it may have and to apply
the amount subject to such exercise to the payment of Indebtedness of any
Obligor other than such Obligor's Indebtedness with respect to the Loan and
Letter of Credit Exposure. Each Lender that grants a participation in the Credit
Obligations to a Credit Participant shall require as a condition to the granting
of such participation that such Credit Participant agree to share payments
received in respect of the Credit Obligations as provided in this Section 10.5.
The provisions of this Section 10.5 are for the sole and exclusive benefit of
the Lenders and no failure of any Lender to comply with the terms hereof shall
be available to any Obligor as a defense to the payment of the Credit
Obligations.

      10.6. Agent's Resignation. The Domestic Agent or the Canadian Agent may
resign at any time by giving at least 60 days' prior written notice of its
intention to do so to each of the Lenders and the Borrower and upon the
appointment by the Required Lenders of a successor Domestic Agent or the
Canadian Agent reasonably satisfactory to the Borrower. After any retiring
Domestic Agent or Canadian Agent's resignation hereunder as Domestic Agent or
Canadian Agent, as the case may be, or the removal hereunder of any successor
Domestic Agent or Canadian Agent, the provisions of this Agreement shall
continue to inure to the benefit of such retiring or removed Domestic Agent or
Canadian Agent as to any actions taken or omitted to be taken by it while it was
Domestic Agent or Canadian Agent under this Agreement.

      10.7. Concerning the Agent.

            10.7.1. Action in Good Faith, etc. The Agent and its officers,
      directors, employees and agents shall be under no liability to any of the
      Lenders or to any future holder of any interest in the Credit Obligations
      for any action or failure to act taken or suffered in good faith, and any
      action or failure to act in accordance with an opinion of its counsel
      shall conclusively be deemed to be in good faith. The Agent shall in all
      cases be entitled to rely, and shall be fully protected in relying, on
      instructions given to the Agent by the Required Lenders.

            10.7.2. No Implied Duties, etc. The Agent shall have and may
      exercise such powers as are specifically delegated to the Agent under this
      Agreement or any other Credit Document together with all other powers
      incidental thereto. The Agent shall have no implied duties to any Person
      or any obligation to take any action under this Agreement or any other
      Credit Document except for action specifically provided for in this
      Agreement or any other Credit Document to be taken by the Agent.

            10.7.3. Validity, etc. The Agent shall not be responsible to any
      Lender or any future holder of any interest in the Credit Obligations (a)
      for the legality, validity, enforceability or effectiveness of this
      Agreement or any other Credit Document, (b) for any recitals, reports,
      representations, warranties or statements contained in or made in
      connection with this Agreement or any other Credit Document or (c) for the
      existence or value of any assets included in any security for the Credit
      Obligations.

            10.7.4. Compliance. The Agent shall not be obligated to ascertain or
      inquire as to the performance or observance of any of the terms of this
      Agreement or any other Credit Document; and in connection with any
      extension of credit under this Agreement or any other Credit Document, the


                                      -72-
<PAGE>

      Agent shall be fully protected in relying on a certificate of the Borrower
      as to the fulfillment by the Borrower of any conditions to such extension
      of credit.

            10.7.5. Employment of Agents and Counsel. The Agent may execute any
      of its duties as Agent under this Agreement or any other Credit Document
      by or through employees, agents and attorneys-in-fact and shall not be
      responsible to any of the Lenders, the Borrower or any other Obligor for
      the default or misconduct of any such agents or attorneys-in-fact selected
      by the Agent acting in good faith. The Agent shall be entitled to advice
      of counsel concerning all matters pertaining to the agency hereby created
      and its duties hereunder or under any other Credit Document.

            10.7.6. Reliance on Documents and Counsel. The Agent shall be
      entitled to rely, and shall be fully protected in relying, upon any
      affidavit, certificate, cablegram, consent, instrument, letter, notice,
      order, document, statement, telecopy, telegram, telex or teletype message
      or writing reasonably believed in good faith by the Agent to be genuine
      and correct and to have been signed, sent or made by the Person in
      question, including any telephonic or oral statement made by such Person,
      and, with respect to legal matters, upon an opinion or the advice of
      counsel selected by the Agent.

            10.7.7. Agent's Reimbursement. Each of the Lenders severally agrees
      to reimburse the Agent, pro rata in accordance with such Lender's
      Percentage Interest, for any reasonable expenses not reimbursed by the
      Borrower or the Guarantors (without limiting the obligation of the
      Borrower or the Guarantors to make such reimbursement): (a) for which the
      Agent is entitled to reimbursement by the Borrower or the Guarantors under
      this Agreement or any other Credit Document, and (b) after the occurrence
      and during the continuance of a Default, for any other reasonable expenses
      incurred by the Agent on the Lenders' behalf in connection with the
      enforcement of the Lenders' rights under this Agreement or any other
      Credit Document; provided, however, that the Agent shall not be reimbursed
      for any such expenses arising as a result of its gross negligence or
      willful misconduct.

      10.8. Rights as a Lender. With respect to any credit extended by it
hereunder, Fleet and Bank of America Canada shall have the same rights,
obligations and powers hereunder as any other Lender and may exercise such
rights and powers as though it were not the Agent, and unless the context
otherwise specifies, each of Fleet and Bank of America Canada shall be treated
in its individual capacity as though it were not the Domestic Agent or the
Canadian Agent, as the case may be, hereunder. Without limiting the generality
of the foregoing, the Percentage Interest of Fleet and Bank of America Canada
and its Affiliates shall be included in any computations of Percentage
Interests. Fleet and its Affiliates and Bank of America Canada may each accept
deposits from, lend money to, act as trustee for and generally engage in any
kind of banking or trust business with the Borrower, any of its Subsidiaries or
any Affiliate of any of them and any Person who may do business with or own an
equity interest in the Borrower, any of its Subsidiaries or any Affiliate of any
of them, all as if Fleet were not the Domestic Agent and without any duty to
account therefor to the other Lenders or as if Bank of America Canada were not
the Canadian Agent and without any duty to account therefor to the other
Lenders, as the case may be.


                                      -73-
<PAGE>

      10.9. Independent Credit Decision. Each of the Lenders acknowledges that
it has independently and without reliance upon the Agent, based on the financial
statements and other documents referred to in Section 7.2, on the other
representations and warranties contained herein and on such other information
with respect to the Borrower and its Subsidiaries as such Lender deemed
appropriate, made such Lender's own credit analysis and decision to enter into
this Agreement and to make the extensions of credit provided for hereunder. Each
Lender represents to the Agent that such Lender will continue to make its own
independent credit and other decisions in taking or not taking action under this
Agreement or any other Credit Document. Each Lender expressly acknowledges that
neither the Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to
such Lender, and no act by the Agent taken under this Agreement or any other
Credit Document, including any review of the affairs of the Borrower and its
Subsidiaries, shall be deemed to constitute any representation or warranty by
the Agent. Except for notices, reports and other documents expressly required to
be furnished to each Lender by the Agent under this Agreement or any other
Credit Document, the Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business,
operations, property, condition, financial or otherwise, or creditworthiness of
the Borrower or any Subsidiary which may come into the possession of the Agent
or any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

      10.10. Indemnification. The Lenders shall severally indemnify the Agent
and its officers, directors, employees, agents, attorneys, accountants,
consultants and controlling Persons (to the extent not reimbursed by the
Obligors and without limiting the obligation of any of the Obligors to do so),
pro rata in accordance with their respective Percentage Interests, from and
against any and all liabilities, obligations, damages, penalties, actions,
judgments, suits, losses (including accrued and unpaid Agent's fees), costs,
expenses or disbursements of any kind whatsoever which may at any time be
imposed on, incurred by or asserted against the Agent or such Persons relating
to or arising out of this Agreement, any other Credit Document, the transactions
contemplated hereby or thereby, or any action taken or omitted by the Agent in
connection with any of the foregoing; provided, however, that the foregoing
shall not extend to actions or omissions which are determined in a final,
nonappealable judgment by a court of competent jurisdiction to have taken by the
Agent with gross negligence or willful misconduct.

      10.11. Canadian Agent and Canadian Lenders. The Canadian Agent and each
Canadian Lender hereby represent and certify that such Canadian Agent and
Canadian Lender is and will continue to be (i) a resident of Canada for the
purpose of the Income Tax Act (Canada), or (ii) an "authorized foreign bank" as
defined in section 2 of the Bank Act (Canada) and in subsection 248(l) of the
Income Tax Act (Canada), that is not subject to the restrictions and
requirements referred to in subsection 524(2) of the Bank Act (Canada) and which
will receive all amounts paid or credited to it under its Canadian Revolving
Loans and under the Credit Documents in respect of its "Canadian banking
business" (as defined in subsection 248(l) of the Income Tax Act (Canada)) for
the purposes of paragraph 212(13.3)(a) of the Income Tax Act (Canada) and will
include all amounts paid or credited to it under its Canadian Revolving Loans
and under the Credit Documents under Part I of the Income Tax Act (Canada) in
computing its income from a business carried on by it in Canada.


                                      -74-
<PAGE>

11. Successors and Assigns; Lender Assignments and Participations. Any reference
in this Agreement or any other Credit Document to any of the parties hereto
shall be deemed to include the successors and assigns of such party, and all
covenants and agreements by or on behalf of the Borrower, the other Obligors,
the Agent or the Lenders that are contained in this Agreement or any other
Credit Document shall bind and inure to the benefit of their respective
successors and assigns; provided, however, that (a) the Borrower and its
Subsidiaries may not assign their rights or obligations under this Agreement or
any other Credit Document except for mergers or liquidations permitted by
Section 6.9, and (b) the Lenders shall be not entitled to assign their
respective Percentage Interests in the credits extended hereunder or their
Commitments except as set forth below in this Section 11.

      11.1. Assignments by Lenders.

            11.1.1. Assignees and Assignment Procedures. Each Domestic Lender
      and Canadian Lender may, in compliance with applicable laws in connection
      with such assignment, assign to one or more Eligible Domestic Assignees or
      Eligible Canadian Assignees, as the case may be (each, an "Assignee"), all
      or a portion of its interests, rights and obligations under this Agreement
      and the other Credit Documents, including all or a portion of its
      Commitment, the portion of the Loan and Letter of Credit Exposure at the
      time owing to it and any Notes held by it, but excluding its rights and
      obligations as a Domestic Letter of Credit Issuer or Canadian Letter of
      Credit Issuer; provided, however, that the parties to each such assignment
      shall execute and deliver to the Agent an Assignment and Acceptance (the
      "Assignment and Acceptance") substantially in the form of Exhibit 11.1.1,
      together with the Note subject to such assignment and, except in the event
      of a transfer pursuant to Section 11.3 or to another Lender, any Eligible
      Domestic Assignee or Eligible Canadian Assignee that acquires all or a
      substantial portion of the assets of a Lender or an Affiliate of a Lender,
      a processing fee of $3,500 payable to the Domestic Agent or the Canadian
      Agent, as the case may be, by the assigning Lender (or as the assigning
      Lender and the Assignee may otherwise agree between themselves).

Upon acceptance and recording pursuant to Section 11.1.4, from and after the
effective date specified in each Assignment and Acceptance (which effective date
shall be at least five Banking Days after the execution thereof unless waived by
the Agent):

            (i)   the Assignee shall be a party hereto and, to the extent
                  provided in such Assignment and Acceptance, have the rights
                  and obligations of a Lender under this Agreement and

            (ii)  the assigning Lender shall, to the extent provided in such
                  assignment, be released from its obligations under this
                  Agreement (and, in the case of an Assignment and Acceptance
                  covering all or the remaining portion of an 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 3.2.4, 3.4 and 9, as well as to
                  any fees accrued for its account hereunder and not yet paid).


                                      -75-
<PAGE>

            11.1.2. Terms of Assignment and Acceptance. By executing and
      delivering an Assignment and Acceptance, the assigning Lender and the
      Assignee shall be deemed to confirm to and agree with each other and the
      other parties hereto as follows:

                  (a) other than the representation and warranty that it is the
            legal and beneficial owner of the interest being assigned thereby
            free and clear of any adverse claim, such assigning Lender makes no
            representation or warranty and assumes no responsibility with
            respect to any statements, warranties or representations made in or
            in connection with this Agreement or the execution, legality,
            validity, enforceability, genuineness, sufficiency or value of this
            Agreement, any other Credit Document or any other instrument or
            document furnished pursuant hereto;

                  (b) such assigning Lender makes no representation or warranty
            and assumes no responsibility with respect to the financial
            condition of the Borrower and its Subsidiaries or the performance or
            observance by the Borrower or any of its Subsidiaries of any of its
            obligations under this Agreement, any other Credit Document or any
            other instrument or document furnished pursuant hereto;

                  (c) such Assignee confirms that it has received a copy of this
            Agreement, together with copies of the most recent financial
            statements delivered pursuant to Section 7.2 or Section 6.4 and such
            other documents and information as it has deemed appropriate to make
            its own credit analysis and decision to enter into such Assignment
            and Acceptance;

                  (d) such Assignee will independently and without reliance upon
            the Agent, such assigning Lender or any other Lender, and based on
            such documents and information as it shall deem appropriate at the
            time, continue to make its own credit decisions in taking or not
            taking action under this Agreement;

                  (e) such Assignee appoints and authorizes the Agent to take
            such action as agent on its behalf and to exercise such powers under
            this Agreement as are delegated to the Agent by the terms hereof,
            together with such powers as are reasonably incidental thereto; and

                  (f) such Assignee agrees that it will perform in accordance
            with the terms of this Agreement all the obligations which are
            required to be performed by it as a Lender.

            11.1.3. Register. The Domestic Agent shall maintain at the Boston
      Office (solely for the limited purpose set forth in this Section 11.1.3,
      as the agent of the Borrower) a register (the "Register") for the
      recordation of (a) the names and addresses of the Lenders and the
      Assignees which assume rights and obligations pursuant to an assignment
      under Section 11.1.1, (b) the Percentage Interest of each such Lender as
      set forth in Exhibit 10.1 and (c) the amount of the Loan and Letter of
      Credit Exposure owing to each Lender from time to time. The entries in the
      Register shall be conclusive, in the absence of manifest error, and the


                                      -76-
<PAGE>

      Borrower, the Agent and the Lenders may treat each Person whose name is
      registered therein for all purposes as a party to this Agreement. The
      Register shall be available for inspection by the Borrower or any Lender
      at any reasonable time and from time to time upon reasonable prior notice.

            11.1.4. Acceptance of Assignment and Assumption. Upon its receipt of
      a completed Assignment and Acceptance executed by an assigning Lender and
      an Assignee (and any necessary consent of the Agent and the Borrower)
      together with the processing and recordation fee referred to in Section
      11.1.1 and, to the extent necessary, the Note being assigned, the Agent
      shall (a) accept such Assignment and Acceptance, (b) record the
      information contained therein in the Register and (c) give prompt notice
      thereof to the Borrower. Within five Banking Days after receipt of notice,
      the Borrower, at its own expense, shall execute and deliver to the Agent
      (in exchange for the surrendered Note if such Note must be surrendered or
      reissued as a result of such assignment) a new Note to the order of such
      Assignee in a principal amount equal to the applicable Commitment and Loan
      assumed by it pursuant to such Assignment and Acceptance. If the assigning
      Lender has retained a Commitment and Loan, its Note shall be deemed to be
      then outstanding in a principal amount equal to the applicable Commitment
      and Loan retained by it.

            11.1.5. Federal Reserve Bank. Notwithstanding the foregoing
      provisions of this Section 11 (without the consent of or notice to the
      Agent or the Borrower), any Lender may at any time pledge all or any
      portion of such Lender's rights under this Agreement and the other Credit
      Documents to a Federal Reserve Bank or, in the case of any Lender that is
      a fund, to the trustee of such fund to support the fund's obligations to
      such trustee; provided, however, that no such pledge or assignment shall
      release such Lender from such Lender's obligations hereunder or under any
      other Credit Document.

            11.1.6. Further Assurances. The Borrower and its Subsidiaries shall
      sign such documents and take such other actions from time to time
      reasonably requested by an Assignee to enable it to share in the benefits
      of the rights created by the Credit Documents.

      11.2. Credit Participants. Each Lender may, without the consent of the
Borrower or the Agent, in compliance with applicable laws in connection with
such participation, sell to one or more commercial banks, other financial
institutions or funds in the business of making or purchasing loans similar to
the Credit Obligations (each a "Credit Participant") participations in all or a
portion of its interests, rights and obligations under this Agreement and the
other Credit Documents (including all or a portion of its Commitment, the Loan
and Letter of Credit Exposure owing to it and the Note held by it); provided,
however, that:

                  (a) the Credit Participant must be an Eligible Canadian
            Assignee in the case of a sale by a Canadian Lender, or an Eligible
            Domestic Assignee in the case of a sale by a Domestic Lender;

                  (b) such Lender's obligations under this Agreement shall
            remain unchanged;


                                      -77-
<PAGE>

                  (c) such Lender shall remain solely responsible to the other
            parties hereto for the performance of such obligations;

                  (d) the Credit Participant shall be entitled to the benefit of
            the cost protection provisions contained in Sections 3.2.4, 3.5 and
            9, but shall not be entitled to receive any greater payment
            thereunder than the selling Lender would have been entitled to
            receive with respect to the interest so sold if such interest had
            not been sold; and

                  (e) the Borrower, the Agent and the other Lenders shall
            continue to deal solely and directly with such Lender in connection
            with such Lender's rights and obligations under this Agreement and,
            under any agreements between such Lender and such Credit
            Participant, such Lender shall retain the sole right as one of the
            Lenders to vote (and to determine how to vote) with respect to the
            enforcement of the obligations of the Obligors relating to the Loan
            and Letter of Credit Exposure and the approval of any amendment,
            modification or waiver of any provision of this Agreement (other
            than amendments, modifications, consents or waivers described in
            clause (b) of the proviso to Section 14.1, with respect to which the
            Credit Participant may determine how to vote).

Each Obligor agrees, to the fullest extent permitted by applicable law, that any
Credit Participant and any Lender purchasing a participation from another Lender
pursuant to Section 10.6 may exercise all rights of payment (including the right
of set-off), with respect to its participation as fully as if such Credit
Participant or such Lender were the direct creditor of the Obligors and a Lender
hereunder in the amount of such participation.

      11.3. Special Purpose Funding Vehicles. Notwithstanding anything to the
contrary contained herein, any Lender (a "Granting Lender") may, with the prior
written consent of the Borrower, grant to a special purpose funding vehicle
identified in writing by the Granting Lender to the Agent and the Borrower from
time to time (an "SPV") the option to provide to the Borrower all or part of any
extension of credit that such Granting Lender would otherwise be obligated to
make to the Borrower pursuant hereto; provided, however, that (a) nothing herein
shall constitute a commitment by any SPV to make any extension of credit, (b) if
an SPV elects not to exercise such option or otherwise fails to provide all or
any part of such extension of credit, the Granting Lender shall be obligated to
make such extension of credit pursuant to the terms hereof and (c) the Granting
Lender shall remain for all purposes the Lender of record under the Credit
Documents, including for the purposes of approving amendments, waivers and other
modifications of the Credit Documents. The making of an extension of credit by
an SPV hereunder shall utilize the Commitment of the Granting Lender to the same
extent as if such extension of credit had been made by such Granting Lender. No
SPV shall be liable for any indemnity or similar payment obligation under the
Credit Documents (all liability for which shall remain with the Granting
Lender). Prior to the date that is one year and one day after the payment in
full of all outstanding commercial paper or other senior indebtedness of any
SPV, no party hereto will institute against, or join any other Person in
instituting against, such SPV any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings. In addition, notwithstanding anything to
the contrary contained herein, any SPV may (i) with notice to, but without the
prior consent of, the Borrower and the Agent and without paying any processing
fee therefor, assign all or a portion of its interests in any Credit Obligations


                                      -78-
<PAGE>

to the Granting Lender or to any financial institutions (consented to in writing
by the Borrower and Agent) providing liquidity or credit support to such SPV to
support the funding or maintenance of extensions of credit and (ii) disclose on
a confidential basis any non-public information relating to its extensions of
credit to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPV. This Section shall
survive the termination of this Agreement and may not be amended without the
written consent of each SPV to which a grant has been made pursuant to this
Section.

12. Confidentiality. Each Lender will make no disclosure of confidential
information furnished to it by the Borrower or any of its Subsidiaries unless
such information shall have become public, except:

                  (a) in connection with operations under or the enforcement of
            this Agreement or any other Credit Document to Persons who have a
            reasonable need to be furnished such confidential information and
            who agree to comply with the restrictions contained in this Section
            12 with respect to such information;

                  (b) pursuant to any statutory or regulatory requirement or any
            mandatory court order, subpoena or other legal process;

                  (c) to any parent or corporate Affiliate of such Lender or to
            any Credit Participant, proposed Credit Participant or proposed
            Assignee; provided, however, that any such Person shall agree to
            comply with the restrictions set forth in this Section 12 with
            respect to such information;

                  (d) to its independent counsel, auditors and other
            professional advisors with an instruction to such Person to keep
            such information confidential; and

                  (e) with the prior written consent of the Borrower, to any
            other Person.

Notwithstanding the foregoing, except as reasonably necessary to comply with
applicable securities laws, the Agent and the Lenders (and each employee,
representative, agent or advisor of the Agent or the Lenders) may disclose to
any and all persons, without limitation of any kind, the U.S. tax treatment and
U.S. tax structure of this transaction and the portions of all materials of any
kind (including opinions or other tax analyses) that are provided to the Agent
or the Lenders relating to such tax treatment and tax structure.

13. Notices. Except as otherwise specified in this Agreement or any other Credit
Document, any notice required to be given pursuant to this Agreement or any
other Credit Document shall be given in writing. Any notice, consent, approval,
demand or other communication in connection with this Agreement or any other
Credit Document shall be deemed to be given if given in writing (including by
telecopy) addressed as provided below (or to the addressee at such other address
as the addressee shall have specified by notice actually received by the
addressor), and if either (a) actually delivered in fully legible form to such
address or (b) in the case of a letter, unless actual receipt of the notice is
required by any Credit Document five days shall have elapsed after the same
shall have been deposited in the United States or Canada mails, with first-class
postage prepaid and registered or certified.


                                      -79-
<PAGE>

If to the Borrower or any of its Subsidiaries, to it at its address set forth in
Exhibit 7.1 to the attention of the chief financial officer.

If to any Lender or the Agent, to it at its address set forth on the signature
pages of this Agreement or in the Register, with a copy to the Agent.

Any notice, consent, approval, demand or other communication or any report or
certificate to be sent by a Borrower to the Agent or the Lenders under this
Agreement shall, unless otherwise specified, be sent (a) in the case of the
Canadian Borrower, to the Canadian Agent, and (b) in the case of the Domestic
Borrower, to the Domestic Agent. Any notice, consent, approval, demand or other
communication or any report or certificate to be sent by the Agent to the
Borrower under this Agreement shall, unless otherwise specified, (a) to the
extent relating to the Canadian Revolving Loan, Canadian Letter of Credit
Exposure or otherwise relating to the Canadian Borrower, be sent by the Canadian
Agent to the Canadian Borrower, with a copy to the Domestic Borrower, and (b) to
the extent relating to the Domestic Revolving Loan, Revolving Notes, Domestic
Letter of Credit Exposure or otherwise relating to the Domestic Borrower, be
sent by the Domestic Agent to the Domestic Borrower.

14. Amendments, Consents, Waivers, etc.

      14.1. Lender Consents for Amendments. Except as otherwise set forth
herein, the Agent may (and upon the written request of the Required Lenders the
Agent shall) take or refrain from taking any action under this Agreement or any
other Credit Document, including giving its written consent to any modification
of or amendment to and waiving in writing compliance with any covenant or
condition in this Agreement or any other Credit Document or any Default or Event
of Default, all of which actions shall be binding upon all of the Lenders;
provided, however, that:

                  (a) Except as provided below, without the written consent of
            the Lenders owning at least 75% of the Percentage Interests no
            written modification of, amendment to, consent with respect to,
            waiver of compliance with or waiver of a Default under, any of the
            Credit Documents shall be made.

                  (b) Without the written consent of such Lenders as own 100% of
            the Percentage Interests :

                  (i)   None of the conditions specified in Section 5 shall be
                        amended, waived or modified.

                  (ii)  No incurrence or existence of any Lien on all or
                        substantially all of the assets of the Borrower shall be
                        permitted.

                  (iii) No contractual subordination of the Loans or any other
                        portion of the Credit Obligations to any other
                        Indebtedness shall be permitted.


                                      -80-
<PAGE>

                  (iv)  No alteration shall be made of the Lenders' rights of
                        set-off contained in Section 8.2.4.

                  (v)   No amendment to or modification of this Section 14.1 or
                        the definition of "Required Lenders" shall be made.

                  (c) Without the written consent of each Lender that is
            directly affected thereby, as well as such Lenders as own at least
            75% of the Percentage Interests (disregarding the Percentage
            Interest of Nonperforming Lender so long as such Lender is treated
            equally with the other Lenders with respect to any actions
            enumerated below):

                  (i)   No reduction shall be made in (A) the amount of
                        principal of the Loan owing to such Lender or
                        reimbursement obligations for payments made under
                        Letters of Credit payable or participated to such
                        Lender, (B) the interest rate on the portion of the Loan
                        owing to such Lender or (C) the Domestic Letter of
                        Credit fees, Canadian Letter of Credit fees or
                        commitment fees owing to such Lender with respect to the
                        credit facility provided herein (other than amendments
                        and waivers approved by the Required Lenders that modify
                        defined terms used in calculating the Applicable Margin
                        or Consolidated Excess Cash Flow or that waive an
                        increase in the Applicable Rate as a result of an Event
                        of Default).

                  (ii)  No change shall be made in the stated, scheduled time of
                        payment of any portion of the Loan owing to such Lender
                        or interest thereon or reimbursement of payments made
                        under Letters of Credit or fees relating to any of the
                        foregoing payable to such Lender and no waiver shall be
                        made of any Default under Section 8.1.1 with respect to
                        such Lender .

                  (iii) No increase shall be made in the amount, or extension of
                        the term, of the stated Commitments of such Lender
                        beyond that provided for under Section 2.

                  (d) Without the written consent of the Agent, no amendment or
            modification of any Credit Document shall affect the rights or
            duties of the Agent under the Credit Documents.

                  (e) Without the written consent of a Domestic Letter of Credit
            Issuer or a Canadian Letter of Credit Issuer, no amendment or
            modification of any Credit Document shall affect the rights or
            duties of such Domestic Letter of Credit Issuer or Canadian Letter
            of Credit Issuer under the Credit Documents.

      14.2. Course of Dealing; No Implied Waivers. No course of dealing between
any Lender or the Agent, on one hand, and the Borrower or any other Obligor, on
the other hand, shall operate as a waiver of any of the Lenders' or the Agent's
rights under this Agreement or any other Credit Document or with respect to the
Credit Obligations. In particular, no delay or omission on the part of any


                                      -81-
<PAGE>

Lender or the Agent in exercising any right under this Agreement or any other
Credit Document or with respect to the Credit Obligations shall operate as a
waiver of such right or any other right hereunder or thereunder. A waiver on any
one occasion shall not be construed as a bar to or waiver of any right or remedy
on any future occasion. No waiver, consent or amendment with respect to this
Agreement or any other Credit Document shall be binding unless it is in writing
and signed by the Agent or the Required Lenders.

15. General Provisions.

      15.1. Defeasance. When all Credit Obligations have been paid, performed
and reasonably determined by the Agent to have been indefeasibly discharged in
full, and if at the time no Lender continues to be committed to extend any
credit to the Borrower hereunder or under any other Credit Document, this
Agreement and the other Credit Documents shall terminate. Thereupon, on the
Obligors' demand and at their cost and expense, the Agent shall execute proper
instruments, acknowledging satisfaction of and discharging this Agreement and
the other Credit Documents; provided, however, that Sections 3.2.4, 3.4, 9,
10.7.7, 10.10, 12 and 15 shall survive the termination of this Agreement.

      15.2. No Strict Construction. The parties have participated jointly in the
negotiation and drafting of this Agreement and the other Credit Documents with
counsel sophisticated in financing transactions. In the event an ambiguity or
question of intent or interpretation arises, this Agreement and the other Credit
Documents shall be construed as if drafted jointly by the parties and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement and the other
Credit Documents.

      15.3. Venue; Service of Process; Certain Waivers. Each of the Borrower,
the other Obligors, the Agent and the Lenders:

                  (a) Irrevocably submits to the nonexclusive jurisdiction of
            the state courts of The Commonwealth of Massachusetts and to the
            nonexclusive jurisdiction of the United States District Court for
            the District of Massachusetts for the purpose of any suit, action or
            other proceeding arising out of or based upon this Agreement or any
            other Credit Document or the subject matter hereof or thereof;

                  (b) Waives to the extent not prohibited by applicable law that
            cannot be waived, and agrees not to assert, by way of motion, as a
            defense or otherwise, in any such proceeding brought in any of the
            above-named courts, any claim that it is not subject personally to
            the jurisdiction of such court, that its property is exempt or
            immune from attachment or execution, that such proceeding is brought
            in an inconvenient forum, that the venue of such proceeding is
            improper, or that this Agreement or any other Credit Document, or
            the subject matter hereof or thereof, may not be enforced in or by
            such court;

                  (c) Consents to service of process in any such proceeding in
            any manner at the time permitted by Chapter 223A of the General Laws
            of The Commonwealth of Massachusetts and agrees that service of
            process by registered or certified mail, return receipt requested,


                                      -82-
<PAGE>

            at its address specified in or pursuant to Section 13 is reasonably
            calculated to give actual notice; and

                  (d) Waives to the extent not prohibited by applicable law that
            cannot be waived any right it may have to claim or recover in any
            such proceeding any special, exemplary, punitive or consequential
            damages.

      15.4. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW
THAT CANNOT BE WAIVED, EACH OF THE BORROWER, THE OTHER OBLIGORS, THE AGENT AND
THE LENDERS WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF,
DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF
ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF OR ANY CREDIT OBLIGATION OR IN
ANY WAY CONNECTED WITH THE DEALINGS OF THE LENDERS, THE AGENT, THE BORROWER OR
ANY OTHER OBLIGOR IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. Each
of the Borrower and the other Obligors acknowledges that it has been informed by
the Agent that the foregoing sentence constitutes a material inducement upon
which each of the Lenders has relied and will rely in entering into this
Agreement and any other Credit Document. Any Lender, the Agent, the Borrower or
any other Obligor may file an original counterpart or a copy of this Agreement
with any court as written evidence of the consent of the Borrower, the other
Obligors, the Agent and the Lenders to the waiver of their rights to trial by
jury.

      15.5. Interpretation; Governing Law; etc. Time is (and shall be) of the
essence in this Agreement and the other Credit Documents. All covenants,
agreements, representations and warranties made in this Agreement or any other
Credit Document or in certificates delivered pursuant hereto or thereto shall be
deemed to have been relied on by each Lender, notwithstanding any investigation
made by any Lender on its behalf, and shall survive the execution and delivery
to the Lenders hereof and thereof. The invalidity or unenforceability of any
provision hereof shall not affect the validity or enforceability of any other
provision hereof, and any invalid or unenforceable provision shall be modified
so as to be enforced to the maximum extent of its validity or enforceability.
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof. Dollar amounts included in
this Agreement are in United States dollars unless the context provides
otherwise. This Agreement and the other Credit Documents constitute the entire
understanding of the parties with respect to the subject matter hereof and
thereof and supersede all prior and contemporaneous understandings and
agreements, whether written or oral. This Agreement may be executed in any
number of counterparts which together shall constitute one instrument. This
Agreement shall be governed by and construed in accordance with the laws (other
than the conflict of laws rules) of The Commonwealth of Massachusetts, except
that the matters expressly covered by Section 10.3 shall be governed by the laws
of the Province of Quebec and the federal laws of Canada applicable therein.


                                      -83-
<PAGE>

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                                      -84-
<PAGE>

Each of the undersigned has caused this Agreement to be executed and delivered
by its duly authorized officer as an agreement under seal as of the date first
above written.

AMERICAN BILTRITE INC.


By /s/ Howard N. Feist III
   -----------------------
Name: Howard N. Feist III
Title: V. P. Finance


K&M ASSOCIATES L.P.

By:  AIMPAR, INC., its General Partner


By /s/ Howard N. Feist III
   -----------------------
Name: Howard N. Feist III
Title: V.P.


AMERICAN BILTRITE (CANADA) LTD.


By /s/ Richard G. Marcus
   ---------------------
Name: Richard G. Marcus
Title: President


Domestic Lender:

FLEET NATIONAL BANK, A BANK OF AMERICA COMPANY


By /s/ Jean S. Manthorne
   ----------------------
Name: Jean S. Manthorne
Title: SVP

Fleet National Bank, a Bank of America company
Massachusetts Middle Market Division
100 Federal Street
Boston, Massachusetts 02110
Telecopy: (617) 434-8102
<PAGE>

Canadian Lender:

BANK OF AMERICA, NATIONAL ASSOCIATION, ACTING THROUGH ITS CANADA BRANCH

Bank of America, National Association, acting through its Canada branch
200 Front Street, Suite 2700
Toronto, Ontario
M5V 3L2 Canada


By /s/ Medina Sales de Andrade
   ---------------------------
Name: Medina Sales de Andrade
Title: Assistant Vice President
<PAGE>

                             AMERICAN BILTRITE INC.

                                    EXHIBITS

1(a)         -     Congoleum Plan

1(b)         -     Congoleum Plan Note

1(c)         -     Guarantee Agreement

2.1.4        -     Revolving Note

5.1.4(a)     -     Canadian Security Agreement

5.1.4(b)     -     Domestic Security Agreement

5.1.5        -     Intercreditor Agreement

5.1.9        -     Joinder Agreement

5.2.1(a)     -     Domestic Form of Borrowing Request

5.2.1(b)     -     Canadian Form of Borrowing Request

6.4          -     Compliance Certificate

6.6.16       -     Letters of Credit Outstanding under the CIBC Credit Agreement

6.8.9        -     Investments

7.1          -     Borrower and its Subsidiaries

7.2.2        -     Material Agreements

7.3          -     Financing Debt, Certain Investments, etc.

7.12         -     Multi-employer and Defined Benefit Plans

10.1         -     Percentage Interests

11.1.1       -     Assignment and Acceptance
<PAGE>

                              PERCENTAGE INTERESTS

                                        Principal Amount     Approximate
Lender                                  of Commitment        Percentage Interest
------                                  -------------        -------------------

Domestic Lender:
Fleet National Bank, a Bank of          $20,000,000               100%
America company

Canadian Lender:
Bank of America, National Association,  $12,000,000               100%
acting through its Canada branch