<PAGE>

                                                                    EXHIBIT 10.1

                     AMENDED AND RESTATED CREDIT AGREEMENT,

                          dated as of August 29, 2003,

                                      among

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

                        GENTEK BUILDING PRODUCTS LIMITED,
                            as the Canadian Borrower,

                       ASSOCIATED MATERIALS HOLDINGS INC.,
                                 as a Guarantor,

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

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

                            UBS AG, STAMFORD BRANCH,
                   as the Canadian Term Administrative Agent,

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

                           CREDIT SUISSE FIRST BOSTON,
                    ACTING THROUGH ITS CAYMAN ISLANDS BRANCH,
                            as the Syndication Agent,

                                       and

                            CIBC WORLD MARKETS CORP.,
                           as the Documentation Agent

                              ---------------------

                               UBS SECURITIES LLC
                                       and
                           CREDIT SUISSE FIRST BOSTON,
                    ACTING THROUGH ITS CAYMAN ISLANDS BRANCH,
                           as the Joint Lead Arrangers

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                                TABLE OF CONTENTS

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                                                      ARTICLE I
                                           DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1.   Defined Terms..........................................................................................     4

SECTION 1.2.   Use of Defined Terms...................................................................................    48

SECTION 1.3.   Cross-References.......................................................................................    48

SECTION 1.4.   Accounting and Financial Determinations................................................................    49

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

SECTION 2.1.   Commitments............................................................................................    49

        SECTION 2.1.1.    Revolving Loan Commitments and Swing Line Loan Commitments..................................    49

        SECTION 2.1.2.    Letter of Credit Commitments................................................................    51

        SECTION 2.1.3.    Term Loan Commitments.......................................................................    52

SECTION 2.2.   Reduction of the Commitment Amounts....................................................................    53

SECTION 2.3.   Borrowing Procedures...................................................................................    53

        SECTION 2.3.1.    Borrowing Procedures........................................................................    54

        SECTION 2.3.2.    Swing Line Loan Borrowing Procedures........................................................    54

SECTION 2.4.   Continuation and Conversion Elections..................................................................    55

        SECTION 2.4.1.    Converting Canadian Prime Rate Loans to, or Continuing Canadian BAs as, Canadian BAs........    56

        SECTION 2.4.2.    Converting Canadian BAs to Canadian Prime Rate Loans........................................    56

SECTION 2.5.   Funding................................................................................................    56

SECTION 2.6.   Letter of Credit Issuance Procedures...................................................................    57

        SECTION 2.6.1.    Other Lenders' Participation................................................................    57

        SECTION 2.6.2.    Disbursements...............................................................................    58

        SECTION 2.6.3.    Reimbursement...............................................................................    58

        SECTION 2.6.4.    Deemed Disbursements........................................................................    59

        SECTION 2.6.5.    Nature of Reimbursement Obligations.........................................................    59

        SECTION 2.6.6.    Deemed Issuance of Existing Letters of Credit...............................................    60

SECTION 2.7.   U.S. Register; U.S. Notes..............................................................................    60

SECTION 2.8.   Canadian Registers; Canadian Notes.....................................................................    61
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SECTION 2.9.   Canadian BAs...........................................................................................    63

        SECTION 2.9.1.    Funding of Canadian BAs.....................................................................    63

        SECTION 2.9.2.    Execution of Canadian BAs...................................................................    63

        SECTION 2.9.3.    Special Provisions Relating to Acceptance Notes.............................................    64

                                                     ARTICLE III
                                      REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

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

        SECTION 3.1.1.    Repayments and Prepayments..................................................................    64

        SECTION 3.1.2.    Application.................................................................................    69

SECTION 3.2.   Interest Provisions....................................................................................    70

        SECTION 3.2.1.    Rates.......................................................................................    70

        SECTION 3.2.2.    Post-Maturity Rates.........................................................................    70

        SECTION 3.2.3.    Payment Dates...............................................................................    70

        SECTION 3.2.4.    Interest Act Provision......................................................................    71

SECTION 3.3.   Fees...................................................................................................    71

        SECTION 3.3.1.    Commitment Fee..............................................................................    71

        SECTION 3.3.2.    Agents' Fee.................................................................................    72

        SECTION 3.3.3.    Letter of Credit Fees.......................................................................    72

                                                      ARTICLE IV
                                 CERTAIN EURODOLLAR, CANADIAN BA AND OTHER PROVISIONS

SECTION 4.1.   Eurodollar Lending Unlawful............................................................................    72

SECTION 4.2.   Deposits Unavailable; Circumstances making Canadian BAs Unavailable....................................    73

SECTION 4.3.   Increased Loan Costs, etc..............................................................................    73

SECTION 4.4.   Funding Losses.........................................................................................    74

SECTION 4.5.   Increased Capital Costs................................................................................    74

SECTION 4.6.   Taxes..................................................................................................    75

SECTION 4.7.   Payments, Computations, etc............................................................................    78

SECTION 4.8.   Sharing of Payments....................................................................................    79

SECTION 4.9.   Setoff.................................................................................................    79

SECTION 4.10.  Replacement of Lenders.................................................................................    80
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SECTION 4.11.  Change of Lending Office...............................................................................    80

                                                      ARTICLE V
                                           CONDITIONS TO CREDIT EXTENSIONS

SECTION 5.1.   [INTENTIONALLY OMITTED]................................................................................    81

SECTION 5.2.   All Credit Extensions..................................................................................    81

        SECTION 5.2.1.    Compliance with Warranties, No Default, etc.................................................    81

        SECTION 5.2.2.    Credit Extension Request, etc...............................................................    81

                                                      ARTICLE VI
                                            REPRESENTATIONS AND WARRANTIES

SECTION 6.1.   Organization, etc......................................................................................    82

SECTION 6.2.   Due Authorization, Non-Contravention, etc..............................................................    82

SECTION 6.3.   Government Approval, Regulation, etc...................................................................    82

SECTION 6.4.   Validity, etc..........................................................................................    82

SECTION 6.5.   Financial Information..................................................................................    83

SECTION 6.6.   No Material Adverse Effect.............................................................................    83

SECTION 6.7.   Litigation.............................................................................................    83

SECTION 6.8.   Labor Matters..........................................................................................    83

SECTION 6.9.   Subsidiaries...........................................................................................    83

SECTION 6.10.  Ownership of Properties................................................................................    83

SECTION 6.11.  Taxes..................................................................................................    84

SECTION 6.12.  Pension and Welfare Plans..............................................................................    84

SECTION 6.13.  Environmental Warranties...............................................................................    85

SECTION 6.14.  Accuracy of Information................................................................................    87

SECTION 6.15.  Regulations U and X....................................................................................    87

SECTION 6.16.  Issuance of Subordinated Debt, Status of Obligations as Senior Indebtedness, etc.......................    87

SECTION 6.17.  Solvency...............................................................................................    88

                                                     ARTICLE VII
                                                      COVENANTS

SECTION 7.1.   Affirmative Covenants..................................................................................    88

        SECTION 7.1.1.    Financial Information, Reports, Notices, etc................................................    88
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        SECTION 7.1.2.    Maintenance of Existence; Compliance with Laws, etc.........................................    91

        SECTION 7.1.3.    Maintenance of Properties...................................................................    91

        SECTION 7.1.4.    Insurance...................................................................................    91

        SECTION 7.1.5.    Bank Meeting; Books and Records.............................................................    93

        SECTION 7.1.6.    Environmental Law Covenant..................................................................    93

        SECTION 7.1.7.    Use of Proceeds.............................................................................    94

        SECTION 7.1.8.    Mortgages...................................................................................    94

        SECTION 7.1.9.    Future Subsidiaries.........................................................................    96

        SECTION 7.1.10.   Additional Collateral; Insurance............................................................    98

        SECTION 7.1.11.   [INTENTIONALLY OMITTED].....................................................................    99

        SECTION 7.1.12.   Maintenance of Corporate Separateness.......................................................    99

        SECTION 7.1.13.   Holdings Stockholders Agreement.............................................................    99

SECTION 7.2.   Negative Covenants.....................................................................................    99

        SECTION 7.2.1.    Business Activities.........................................................................    99

        SECTION 7.2.2.    Indebtedness................................................................................    99

        SECTION 7.2.3.    Liens.......................................................................................   102

        SECTION 7.2.4.    Financial Condition and Operations..........................................................   105

        SECTION 7.2.5.    Investments.................................................................................   106

        SECTION 7.2.6.    Restricted Payments, etc....................................................................   109

        SECTION 7.2.7.    Capital Expenditures, etc...................................................................   110

        SECTION 7.2.8.    No Prepayment of Subordinated Debt..........................................................   111

        SECTION 7.2.9.    Capital Stock of Subsidiaries...............................................................   111

        SECTION 7.2.10.   Consolidation, Merger, Acquisitions, etc....................................................   111

        SECTION 7.2.11.   Permitted Dispositions......................................................................   112

        SECTION 7.2.12.   Modification of Certain Agreements..........................................................   114

        SECTION 7.2.13.   Transactions with Affiliates................................................................   114

        SECTION 7.2.14.   Restrictive Agreements, etc.................................................................   115

        SECTION 7.2.15.   Sale and Leaseback..........................................................................   116

        SECTION 7.2.16.   Take or Pay Contracts.......................................................................   116

        SECTION 7.2.17.   Fiscal Year.................................................................................   116
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        SECTION 7.2.18.   Activities of Holdings......................................................................   116

                                                     ARTICLE VIII
                                                  EVENTS OF DEFAULT

SECTION 8.1.   Listing of Events of Default...........................................................................   117

        SECTION 8.1.1.    Non-Payment of Obligations..................................................................   117

        SECTION 8.1.2.    Breach of Warranty..........................................................................   117

        SECTION 8.1.3.    Non-Performance of Certain Covenants and Obligations........................................   117

        SECTION 8.1.4.    Non-Performance of Other Covenants and Obligations..........................................   117

        SECTION 8.1.5.    Default on Other Indebtedness...............................................................   118

        SECTION 8.1.6.    Judgments...................................................................................   118

        SECTION 8.1.7.    Pension Plans...............................................................................   118

        SECTION 8.1.8.    Change in Control...........................................................................   119

        SECTION 8.1.9.    Bankruptcy, Insolvency, etc.................................................................   119

        SECTION 8.1.10.   Impairment of Security, etc.................................................................   120

        SECTION 8.1.11.   Failure of Subordination....................................................................   120

        SECTION 8.1.12.   [INTENTIONALLY OMITTED].....................................................................   120

SECTION 8.2.   Action if Bankruptcy...................................................................................   120

SECTION 8.3.   Action if Any Event of Default.........................................................................   121

                                                      ARTICLE IX
                                                  HOLDINGS GUARANTY

SECTION 9.1.   Guaranty...............................................................................................   121

SECTION 9.2.   Acceleration of Holdings Guaranty......................................................................   121

SECTION 9.3.   Guaranty Absolute, etc.................................................................................   122

SECTION 9.4.   Reinstatement, etc.....................................................................................   123

SECTION 9.5.   Waiver, etc............................................................................................   123

SECTION 9.6.   Postponement of Subrogation, etc.......................................................................   123

SECTION 9.7.   Successors, Transferees and Assigns; Transfers of Notes, etc...........................................   123

                                                      ARTICLE X
                                                U.S. BORROWER GUARANTY

SECTION 10.1.  Guaranty...............................................................................................   124

SECTION 10.2.  Acceleration of U.S. Borrower Guaranty.................................................................   124
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SECTION 10.3.  Guaranty Absolute, etc.................................................................................   124

SECTION 10.4.  Reinstatement, etc.....................................................................................   126

SECTION 10.5.  Waiver, etc............................................................................................   126

SECTION 10.6.  Postponement of Subrogation, etc.......................................................................   126

SECTION 10.7.  Successors, Transferees and Assigns; Transfers of Canadian Notes, etc..................................   126

                                                      ARTICLE XI
                                                      THE AGENTS

SECTION 11.1.  Appointments and Authorizations; Actions...............................................................   127

SECTION 11.2.  Funding, Reliance, etc.................................................................................   128

SECTION 11.3.  Exculpation............................................................................................   128

SECTION 11.4.  Successor..............................................................................................   129

SECTION 11.5.  Credit Extensions by each Agent........................................................................   130

SECTION 11.6.  Credit Decisions.......................................................................................   130

SECTION 11.7.  Copies, etc............................................................................................   130

SECTION 11.8.  Reliance by Agents.....................................................................................   130

SECTION 11.9.  Notice of Defaults.....................................................................................   131

                                                     ARTICLE XII
                                               MISCELLANEOUS PROVISIONS

SECTION 12.1.  Waivers, Amendments, etc...............................................................................   131

SECTION 12.2.  Notices; Time..........................................................................................   133

SECTION 12.3.  Payment of Costs and Expenses..........................................................................   134

SECTION 12.4.  Indemnification........................................................................................   134

SECTION 12.5.  Survival...............................................................................................   136

SECTION 12.6.  Severability...........................................................................................   136

SECTION 12.7.  Headings...............................................................................................   136

SECTION 12.8.  Execution in Counterparts..............................................................................   136

SECTION 12.9.  Governing Law; Entire Agreement........................................................................   136

SECTION 12.10. Successors and Assigns.................................................................................   136

SECTION 12.11. Sale and Transfer of Credit Extensions; Participations in Credit Extensions Notes......................   137
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SECTION 12.12. Other Transactions.....................................................................................   140

SECTION 12.13. Independence of Covenants..............................................................................   140

SECTION 12.14. Judgment Currency......................................................................................   140

SECTION 12.15. Tax Matters Disclosure.................................................................................   140

SECTION 12.16. Forum Selection and Consent to Jurisdiction............................................................   141

SECTION 12.17. Waiver of Jury Trial...................................................................................   142
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                                    EXHIBITS

EXHIBIT A-1  -  Form of U.S. Revolving Note
EXHIBIT A-2  -  Form of Canadian Revolving Note
EXHIBIT A-3  -  Form of U.S. Swing Line Note
EXHIBIT A-4  -  Form of Canadian Swing Line Note
EXHIBIT A-5  -  Form of U.S. Term Loan Note
EXHIBIT A-6  -  Form of Canadian Term Loan Note
EXHIBIT A-7  -  Form of Acceptance Note
EXHIBIT B-1  -  Form of U.S. Borrowing Request
EXHIBIT B-2  -  Form of Canadian Borrowing Request
EXHIBIT B-3  -  Form of U.S. Issuance Request
EXHIBIT B-4  -  Form of Canadian Issuance Request
EXHIBIT C-1  -  Form of U.S. Continuation/Conversion Notice
EXHIBIT C-2  -  Form of Canadian Continuation/Conversion Notice
EXHIBIT D    -  Form of Amendment Effective Date Certificate
EXHIBIT E    -  Form of Compliance Certificate
EXHIBIT F-1  -  Form of U.S. Subsidiary Guaranty
EXHIBIT F-2  -  Form of Canadian Subsidiary Guaranty
EXHIBIT G-1  -  Form of Holdings Pledge Agreement
EXHIBIT G-2  -  Form of U.S. Borrower Security and Pledge Agreement
EXHIBIT G-3  -  Form of U.S. Subsidiary Security and Pledge Agreement
EXHIBIT G-4  -  Form of Canadian Debenture
EXHIBIT G-5  -  Form of Canadian Pledge Agreement
EXHIBIT H    -  Form of Perfection Certificate
EXHIBIT I    -  Form of Solvency Certificate
EXHIBIT J    -  Form of Interco Subordination Agreement
EXHIBIT K    -  Form of Lender Assignment Agreement

                                    SCHEDULES

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

                                     -viii-

<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

         THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 29,
2003, is made by and among, ASSOCIATED MATERIALS INCORPORATED, a corporation
organized and existing under the laws of Delaware ("AMI" or the "U.S.
Borrower"), GENTEK BUILDING PRODUCTS LIMITED, an corporation organized and
existing under the laws of Ontario, Canada ("Gentek" or the "Canadian Borrower"
and, together with the U.S. Borrower, each a "Borrower" and collectively the
"Borrowers"), ASSOCIATED MATERIALS HOLDINGS INC., a corporation organized and
existing under the laws of Delaware ("Holdings"), the various financial
institutions and other Persons from time to time parties hereto which extend a
Commitment to the U.S. Borrower (the "U.S. Lenders"), the various financial
institutions and other Persons from time to time parties hereto which extend a
Commitment to the Canadian Borrower (the "Canadian Lenders" and, together with
the U.S. Lenders, the "Lenders"), UBS AG, STAMFORD BRANCH, as administrative
agent for the U.S. Lenders under the U.S. Facility (in such capacity, the "U.S.
Administrative Agent"), UBS AG, STAMFORD BRANCH, as administrative agent for the
Canadian Term Loan Lenders under the Canadian Facility (in such capacity, the
"Canadian Term Administrative Agent"), CANADIAN IMPERIAL BANK OF COMMERCE, as
administrative agent for the Canadian Revolving Loan Lenders under the Canadian
Facility (in such capacity, the "Canadian Revolving Administrative Agent" and,
together with the U.S. Administrative Agent and the Canadian Term Administrative
Agent, the "Administrative Agents"), CREDIT SUISSE FIRST BOSTON, ACTING THROUGH
ITS CAYMAN ISLANDS BRANCH, as syndication agent (in such capacity, the
"Syndication Agent"), CIBC WORLD MARKETS CORP., as documentation agent (in such
capacity, the "Documentation Agent"), and UBS SECURITIES LLC and CREDIT SUISSE
FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, as joint lead arrangers
(in such capacity, the "Joint Lead Arrangers").

                              W I T N E S S E T H :

         WHEREAS, AMI, Holdings, certain Lenders party thereto (the "Original
Lenders"), UBS Securities LLC (f/k/a UBS Warburg LLC) and Credit Suisse First
Boston Corporation, as joint lead arrangers, Credit Suisse First Boston, Cayman
Islands Branch, as syndication agent, CIBC World Markets Corp., as documentation
agent and UBS AG, Stamford Branch, as administrative agent for the Original
Lenders, entered into that certain Credit Agreement, dated as of April 19, 2002
(as amended, supplemented or otherwise modified from time to time prior to the
date hereof, the "Original Credit Agreement"), pursuant to which the Original
Lenders made certain loans to AMI (the "Original Loans");

         WHEREAS, the Obligations (as defined in the Original Credit Agreement,
hereinafter the "Original Obligations") of AMI and the other Obligors under the
Original Credit Agreement and the other Loan Documents (as defined in the
Original Credit Agreement, such other Loan Documents hereinafter the "Original
Collateral Documents") are secured by certain collateral (hereinafter the
"Original Collateral") and are guaranteed or supported or otherwise benefited by
the Original Collateral Documents;

<PAGE>

         WHEREAS, the U.S. Borrower wishes to acquire (the "Gentek Acquisition")
all of the outstanding capital stock of Gentek Holdings, Inc., a Delaware
corporation, pursuant to a stock purchase agreement (the "Gentek Acquisition
Agreement"), dated as of July 31, 2003, by and among AMI, Gentek Holdings, Inc.,
certain subsidiaries of Gentek Holdings, Inc., the Ontario Teachers Pension Plan
Board and certain other holders of the capital stock of Gentek Holdings, Inc.;

         WHEREAS, immediately prior to the Amendment Effective Date, Term Loans
(as defined in the Original Credit Agreement) in the aggregate principal amount
of $76,500,000 were outstanding under the Original Credit Agreement (the
"Original Term Loans");

         WHEREAS, the parties hereto wish to amend and restate the Original
Credit Agreement in its entirety to, among other things, (a) provide for senior
secured term loans to the Borrowers in an aggregate principal amount of
$190,000,000 (a portion of which shall be applied to the repayment of the
Original Term Loans), (b) permit the Gentek Acquisition, (c) provide for
commitments under a senior secured revolving facility to the U.S. Borrower in an
aggregate amount not to exceed at any time outstanding $55,000,000 and
commitments under a senior secured revolving facility to the Canadian Borrower
in an aggregate amount not to exceed at any time outstanding $15,000,000 and (d)
add Gentek as a borrower under this Agreement, in each case, on and subject to
the terms and conditions of this Agreement and the Amendment Agreement dated as
of the date hereof (the "Amendment Agreement");

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

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

                  (i)      a U.S. Term Loan Commitment in a maximum principal
         amount of $182,500,000, pursuant to which the U.S. Term Loans will be
         made to the U.S. Borrower in a single drawing on the Amendment
         Effective Date;

                  (ii)     a Canadian Term Loan Commitment in a maximum
         principal amount of $7,500,000, pursuant to which the Canadian Term
         Loans will be made to the Canadian Borrower in a single drawing on the
         Amendment Effective Date;

                                      -2-
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                  (iii)    a U.S. Revolving Loan Commitment (to include
         availability for U.S. Revolving Loans, U.S. Swing Line Loans and U.S.
         Letters of Credit) pursuant to which Borrowings of U.S. Revolving
         Loans, in a maximum aggregate principal amount (together with all U.S.
         Swing Line Loans and U.S. Letter of Credit Outstandings) not to exceed
         $55,000,000 will be made to the U.S. Borrower from time to time on and
         subsequent to the Amendment Effective Date but prior to the U.S.
         Revolving Loan Commitment Termination Date;

                  (iv)     a Canadian Revolving Loan Commitment (to include
         availability for Canadian Revolving Loans, Canadian Swing Line Loans
         and Canadian Letters of Credit) pursuant to which Borrowings of
         Canadian Revolving Loans, in a maximum aggregate principal amount
         (together with all Canadian Swing Line Loans and Canadian Letter of
         Credit Outstandings) not to exceed $15,000,000 will be made to the
         Canadian Borrower from time to time on and subsequent to the Amendment
         Effective Date but prior to the Canadian Revolving Loan Commitment
         Termination Date;

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

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

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

                  (viii)   a Canadian Swing Line Loan Commitment pursuant to
         which Borrowings of Canadian Swing Line Loans in an aggregate
         outstanding principal amount not to exceed $3,000,000 will be made to
         the Canadian Borrower from time to time on and subsequent to the
         Amendment Effective Date but prior to the Canadian Revolving Loan
         Commitment Termination Date.

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

                                      -3-
<PAGE>

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

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

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

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

         "Administrative Agents" is defined in the preamble.

         "Affected Lender" is defined in Section 4.10.

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

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

         "Agents' Fee Letter" means the confidential letter captioned "Fee
Letter", dated March 16, 2002 (as amended), among UBS AG, Stamford Branch, UBS
Securities LLC (f/k/a UBS Warburg LLC), Credit Suisse First Boston, Cayman
Islands Branch, Canadian Imperial Bank of Commerce, CIBC World Markets Corp. and
Harvest/AMI Holdings Inc.

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

         "Alternate Base Rate" means, for any day, a rate per annum equal to (a)
in the case of U.S. Loans, the higher of (i) the U.S. Administrative Agent's
Base Rate in effect on such day and (ii) the Federal Funds Rate in effect on
such day plus 1/2 of 1%, (b) in the case of Canadian Term Loans, the higher of
(i) the Canadian Term Administrative Agent's Base Rate in effect on such day and
(ii) the Federal Funds Rate in effect on such day plus 1/2 of 1% and (c) in the
case of Canadian Revolving Loans denominated in U.S. Dollars, the higher of (i)
the Canadian Revolving Administrative Agent's Base Rate in effect on such day
and (ii) the Federal Funds Rate in effect on such day plus 1/2 of 1%. For
purposes hereof: "Base Rate" shall mean the rate of interest per annum publicly
announced or established from time to time by the applicable Administrative
Agent as its base rate for loans in U.S. Dollars in effect at its principal
office in

                                      -4-
<PAGE>

Stamford, Connecticut or Toronto, Canada, as the case may be (the Base Rate not
being intended to be the lowest rate of interest charged by such Administrative
Agent in connection with extensions of credit to debtors) (any change in such
rate announced or established by such Administrative Agent shall take effect at
the opening of business on the day specified in the public announcement of such
change); and "Federal Funds Rate" shall mean, for any day, the weighted average
of the rates (rounded upwards, if necessary, to the nearest 1/100th of 1%) on
overnight federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York; provided that (x) if the day for
which such rate is to be determined is not a Business Day, the Federal Funds
Rate for such day shall be such rate for such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (y) if
such rate is not so published for any day which is a Business Day, the Federal
Funds Rate for such day shall be the average of the quotations for the day of
such transactions received by the U.S. Administrative Agent from three federal
funds brokers of recognized standing selected by it. Any change in the Alternate
Base Rate due to a change in the Base Rate or the Federal Funds Rate shall be
effective as of the opening of business on the effective day of such change in
the Base Rate or the Federal Funds Rate, respectively.

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

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

         "Amendment Agreement" is defined in the fifth recital.

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

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

         "AMI" is defined in the preamble.

         "AMI Acquisition" means the acquisition of the Capital Stock of AMI
pursuant to the Tender Offer and the subsequent Merger.

         "AMI Acquisition Agreement" means the Agreement and Plan of Merger,
dated as of March 16, 2002, between AMI and Mergerco.

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

         "Applicable Commitment Fee" means (i) for each day from the Amendment
Effective Date to (but excluding) the date upon which the Compliance Certificate
for the first full Fiscal Quarter ended after the Amendment Effective Date is
delivered pursuant to clause (e) of

                                      -5-
<PAGE>

Section 7.1.1, a fee which shall accrue at a rate of 1/2 of 1% per annum, and
(ii) at all times thereafter, a fee which shall accrue at the applicable rate
per annum set forth below under the column entitled "Applicable Commitment Fee",
determined by reference to the applicable Leverage Ratio referred to below:

<TABLE>
<CAPTION>
  Leverage                       Applicable
    Ratio                      Commitment Fee
  --------                     --------------
<S>                            <C>
     > 3.75:1                       0.50%
< or = 3.75:1                      0.375%
</TABLE>

The Leverage Ratio used to compute the Applicable Commitment Fee shall be that
set forth in the Compliance Certificate most recently delivered by Holdings to
the Agents. Changes in the Applicable Commitment Fee resulting from a change in
the Leverage Ratio shall become effective upon delivery by Holdings to the
Agents of a new Compliance Certificate pursuant to clause (e) of Section 7.1.1.
If Holdings shall fail to deliver a Compliance Certificate by the delivery due
date specified in such clause, the Applicable Commitment Fee from and including
the day immediately following such delivery due date to (but excluding) the date
Holdings delivers to the Agents a Compliance Certificate shall conclusively be
equal to the highest Applicable Commitment Fee set forth above.

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

                  (a)      with respect to the unpaid principal amount of each
         Term Loan maintained as (i) a Base Rate Loan, 1.75% per annum and (ii)
         a Eurodollar Loan, 2.75% per annum;

                  (b)      for each day from the Amendment Effective Date to
         (but excluding) the date upon which the Compliance Certificate for the
         first full Fiscal Quarter ended after the Amendment Effective Date is
         delivered pursuant to clause (e) of Section 7.1.1, with respect to the
         unpaid principal amount of (i) each Swing Line Loan (which shall be
         borrowed and maintained only as a Base Rate Loan) and each Revolving
         Loan maintained as a Base Rate Loan, 2.00% per annum, (ii) each
         Revolving Loan maintained as a Eurodollar Loan, 3.00% per annum and
         (iii) Canadian BAs, 3.00% per annum; and

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

                                      -6-
<PAGE>

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

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

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

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

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

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

         "Authorized Officer" is defined in the Amendment Agreement.

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

         "Borrowers" is defined in the preamble.

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

                                      -7-
<PAGE>

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

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

         "Canadian Administrative Agents" means, unless the context requires
otherwise, the Canadian Revolving Administrative Agent and the Canadian Term
Administrative Agent.

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

         "Canadian BA Rate" means, for a particular term, the discount rate per
annum, calculated on the basis of a year of 365 days or 366 days, as the case
may be, equal to (a) in the case of any Lender that is listed on Schedule I of
the Bank Act (Canada), the average rate per annum for Canadian Dollar bankers'
acceptances having such term that appears on the Reuters Screen CDOR Page (or
any successor page) as of 11:00 a.m., Toronto time, on the first day of such
term as determined by the Canadian Revolving Administrative Agent, (b) if such
rate is not available at such time, the average discount rate for bankers
acceptances (accepted by Canadian chartered banks agreed to by the Canadian
Revolving Administrative Agent and the Canadian Borrower) having such term as
calculated by the Canadian Revolving Administrative Agent in accordance with
normal market practice on such day or (c) in the case of all Lenders other than
those listed on Schedule I of the Bank Act (Canada), the applicable rate set
forth in clause (a) or (b) above plus .10%.

         "Canadian Borrower" is defined in the preamble.

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

                                      -8-
<PAGE>

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

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

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

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

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

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

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

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

         "Canadian Lender" is defined in the preamble.

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

         "Canadian Letter of Credit Commitment" means

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

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

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

                                      -9-
<PAGE>

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

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

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

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

         "Canadian Person" means a Person that is either (i) not a
"non-resident" of Canada or (ii) an authorized foreign bank, in either case
within the meaning of the Income Tax Act (Canada).

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

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

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

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

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

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

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

                                      -10-
<PAGE>

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

         "Canadian Revolving Agent's Fee Letter" means the confidential letter
captioned "Fee Letter", dated August 26, 2003, among the Canadian Revolving
Administrative Agent, Holdings and the U.S. Borrower.

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

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

         "Canadian Revolving Loan Commitment Amount" means, on any date,
$15,000,000 (with Canadian Revolving Loans to be denominated in U.S. Dollars or
Canadian Dollars), as such amount may be permanently reduced from time to time
pursuant to Section 2.2.

         "Canadian Revolving Loan Commitment Termination Date" means the
earliest of (i) April 19, 2007, (ii) the date on which the Canadian Revolving
Loan Commitment Amount is terminated in full or reduced to zero pursuant to the
terms of this Agreement and (iii) the date on which any Commitment Termination
Event occurs. Upon the occurrence of any event described in the preceding clause
(ii) or (iii), the Canadian Revolving Loan Commitments shall terminate
automatically and without any further action.

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

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

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

         "Canadian Subsidiary" means each Subsidiary of the U.S. Borrower
organized under the laws of Canada or any jurisdiction thereof.

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

                                      -11-
<PAGE>

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

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

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

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

         "Canadian Swing Line Loan Commitment Amount" means, on any date,
$3,000,000 (with Canadian Swing Line Loans to be denominated in U.S. Dollars or
Canadian Dollars), as such amount may be permanently reduced from time to time
pursuant to Section 2.2.

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

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

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

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

         "Canadian Term Loan Commitment Amount" means, on any date, $7,500,000.

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

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

         "Canadian Term Note" means a promissory note of the Canadian Borrower
payable to any Lender, in the form of Exhibit A-6 hereto (as such promissory
note may be amended,

                                      -12-
<PAGE>

endorsed or otherwise modified from time to time), evidencing the aggregate
Indebtedness of the Canadian Borrower to such Lender resulting from outstanding
Canadian Term Loans, and also means all other promissory notes accepted from
time to time in substitution therefor or renewal thereof.

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

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

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

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

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

         "Cash Equivalent Investment" means, at any time:

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

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

                                      -13-
<PAGE>

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

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

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

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

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

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

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

         "Change in Control" means

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

                  (b)      at any time prior to a Qualified IPO, the Permitted
         Holders shall fail to have the right to elect or designate for election
         the number of members of the Board of

                                      -14-
<PAGE>

         Directors (or similar managing body) of Holdings which would hold a
         majority of the votes of such Board of Directors (or similar managing
         body); or

                  (c)      at any time prior to a Qualified IPO, the Permitted
         Holders shall cease to own at least 51% of the Capital Stock of
         Holdings held by the Permitted Holders on the Original Closing Date
         after giving effect to the Transaction; or

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

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

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

                                      -15-
<PAGE>

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

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

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

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

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

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

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

         "Contingent Liability" means any agreement, undertaking or arrangement
by which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the Indebtedness of any
other Person (other than by endorsements of instruments in the course of
collection), or

                                      -16-
<PAGE>

guarantees the payment of dividends or other distributions upon the Capital
Stock of any other Person; provided that Contingent Liabilities shall not
include customary indemnities set forth in agreements entered into in the
ordinary course of business between the U.S. Borrower and its Subsidiaries, on
the one hand, and their customers on the other hand. The amount of any Person's
obligation under any Contingent Liability shall (subject to any limitation set
forth therein) be deemed to be the outstanding principal amount of the debt,
obligation or other liability guaranteed thereby.

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

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

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

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

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

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

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

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

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

         "Disbursement" is defined in Section 2.6.2.

         "Disbursement Date" is defined in Section 2.6.2.

                                      -17-
<PAGE>

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

         "Disposition" (or similar words such as "Dispose") means any sale,
transfer, lease, contribution or other conveyance (including by way of merger)
of, or the granting of options, warrants or other rights to, any of the U.S.
Borrower's or its Subsidiaries' assets (including accounts receivables and
Capital Stock of Subsidiaries) to any Person in a single transaction or series
of related transactions.

         "Documentation Agent" is defined in the preamble.

         "Domestic Office" means

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

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

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

                  (a)      Net Income of such Person,

plus

                  (b)      to the extent deducted in determining such Net
         Income, the sum, without duplication, of (i) all non-cash charges, (ii)
         income tax expense (whether paid or deferred), (iii) Interest Expense
         and non-cash interest expense, (iv) fees, costs, expenses and
         prepayment premiums paid by Holdings or any of its Subsidiaries at the
         time of the AMI Acquisition in respect of the Transaction in an amount
         not exceeding $32,500,000 and in respect of the Gentek Acquisition in
         an amount not exceeding $5,500,000, (v) amounts attributable to
         amortization and depreciation of assets, (vi) extraordinary cash
         charges related to the extinguishment or repayment of Indebtedness,
         (vii) management fees paid on or prior to the Amendment Effective Date
         in accordance with the Genstar Management Agreement in an amount not
         exceeding $500,000, (viii) costs and charges incurred in the
         remediation of Steel Peel Warranty Claims, together with the costs,
         charges, fees and expenses in respect of litigation with respect
         thereto, provided that the U.S. Borrower has received a reduction in
         the purchase price or an indemnity or similar payment pursuant to the
         Gentek Acquisition Documents with respect to any such costs, charges,
         fees or expenses paid on or after the Amendment Effective Date and (ix)
         fees, costs and expenses incurred by Gentek Holdings and its
         Subsidiaries in respect of the Gentek Acquisition (whether paid by
         Gentek Holdings and its Subsidiaries or the U.S.

                                      -18-
<PAGE>

         Borrower), provided that (x) the U.S. Borrower has received an
         indemnity or similar payment in respect of such fees, costs or expenses
         pursuant to the Gentek Acquisition Documents, (y) the incurrence of
         such fees, costs or expenses has resulted in a reduction of that
         portion of the purchase price in respect of the Gentek Acquisition
         otherwise payable to the Sellers (as defined in the Gentek Acquisition
         Agreement), or (z) such fees, costs and expenses otherwise do not
         exceed $500,000,

minus

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

         provided that, notwithstanding anything to the contrary contained in
         this Agreement or provided for pursuant to GAAP, the U.S. Borrower,
         Gentek Holdings and their respective Subsidiaries shall be deemed to
         have been (to the extent not actually) a Subsidiary of Holdings for all
         applicable Fiscal Quarters prior to the Amendment Effective Date
         included in the calculation of EBITDA in this Agreement.

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

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

         "Engagement Letter" means the letter captioned "Engagement Letter",
dated July 31, 2003, among UBS AG, Stamford Branch, UBS Securities LLC, Credit
Suisse First Boston, acting through its Cayman Islands Branch, CIBC World
Markets Corp., the U.S. Borrower and Holdings.

         "Environmental Laws" means the common law and all applicable U.S. and
Canadian federal, state, provincial or local statutes, laws, ordinances, codes,
rules, regulations and guidelines having the force and effect of law (including
consent decrees and administrative orders) relating to public health and safety,
or pollution or protection of the environment (including ambient air, surface
water, groundwater, soil, subsurface strata and natural resources such as flora
and fauna) including without limitation the Clean Air Act, as amended, CERCLA,

                                      -19-
<PAGE>

the Superfund Amendments and Reauthorization Act of 1986, as amended, the
Resource Conservation and Recovery Act ("RCRA"), the Toxic Substances Control
Act of 1976, as amended, the Federal Water Pollution Control Act Amendments of
1972, the Clean Water Act of 1977, as amended, the Hazardous Materials
Transportation Act, as amended, and any other law having a similar subject
matter.

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

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

         "Eurocurrency Reserve Requirements" means, for any Interest Period as
applied to a Eurodollar Loan, the aggregate (without duplication) of the rates
(expressed as a decimal fraction) of reserve requirements in effect on the first
day of such Interest Period (including basic, supplemental, marginal and
emergency reserves under any regulations of the Federal Reserve Board or other
Governmental Authority having jurisdiction with respect thereto) dealing with
reserve requirements prescribed for eurocurrency funding (currently referred to
as "Eurocurrency Liabilities" in Regulation D of the Federal Reserve Board)
maintained by a member bank of the Federal Reserve System.

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

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

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

                                      -20-
<PAGE>

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

                              Eurodollar Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

         "Event of Default" is defined in Section 8.1.

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

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

over

                  (b) the sum (for such Fiscal Year), without duplication, of
         (i) Interest Expense paid in cash by Holdings and its Subsidiaries in
         respect of Indebtedness permitted under Section 7.2.2, (ii) voluntary
         prepayments and scheduled principal repayments, to the extent actually
         made, of Term Loans pursuant to clauses (a) and (c) of Section 3.1.1,
         (iii) to the extent included in EBITDA, any portion of the amount of
         cash gains of Holdings and its Subsidiaries applied toward the
         repayment of Term Loans pursuant to clause (d) or (e) of Section 3.1.1,
         (iv) repayments of Revolving Loans or Swing Line Loans or Cash
         Collateralization of Letter of Credit Outstandings pursuant to clause
         (b) of Section 3.1.1, (v) voluntary prepayments of Revolving Loans or
         Swing Line Loans or any voluntary Cash Collateralization of Letter of
         Credit Outstandings, in each case to the extent accompanied by a
         permanent reduction in the Revolving Loan Commitment Amount, (vi)
         without duplication, (A) all income Taxes paid in cash by Holdings and
         its Subsidiaries (less any cash tax refunds received) and (B) all
         Restricted Payments made in cash by or to Holdings pursuant to clauses
         (a) and (b) (to the extent financed with internally generated cash flow
         of the U.S. Borrower and its Subsidiaries or with Revolving Loans or
         Swing Line Loans) of Section 7.2.6 (in each case, to the extent that
         such amounts have not already reduced EBITDA), (vii) Capital
         Expenditures to the extent permitted under Section 7.2.7 and made in
         cash by Holdings and its Subsidiaries in such Fiscal Year to the extent
         financed with internally generated cash flow of Holdings and its
         Subsidiaries or with Revolving Loans or Swing Line Loans, (viii) the
         aggregate amount of cash expended by Holdings and its Subsidiaries
         during such Fiscal Year in respect of the Gentek Acquisition (together
         with all fees, costs and expenses and prepayment premiums paid by
         Holdings and its Subsidiaries in respect thereof) and Permitted
         Acquisitions to the extent financed with internally generated cash flow
         of Holdings and its Subsidiaries or with Revolving Loans or Swing Line
         Loans (including cash expended by Gentek Holdings and its Subsidiaries
         during such Fiscal Year in respect of the Gentek Acquisition (together
         with all fees, costs and expenses and prepayment premiums paid by
         Gentek Holdings and its Subsidiaries in respect thereof) to

                                      -21-
<PAGE>

         the extent financed with internally generated cash flow of Gentek
         Holdings and its Subsidiaries or with loans under their credit
         facilities), (ix) to the extent incurred in such Fiscal Year and
         included in the calculation of EBITDA for such Fiscal Year, (A) the
         amount of all fees, costs, expenses and prepayment premiums paid by
         Holdings or any of the Subsidiaries at the time of the AMI Acquisition
         in respect of the Transaction and (B) the amount of all management fees
         paid in accordance with the Genstar Management Agreement, (x) all cash
         charges of the type described in subclause (b)(vi) of the definition of
         "EBITDA" contained in this Agreement, (xi) the amount of any net
         increase in Current Assets, other than cash and Cash Equivalent
         Investments, over Current Liabilities of Holdings and its Subsidiaries
         for such Fiscal Year (exclusive of all or any portion of such net
         increase resulting, directly or indirectly, from any Disposition
         resulting in Net Disposition Proceeds), (xii) the aggregate amount of
         cash expended by Gentek Holdings and its Subsidiaries during such
         Fiscal Year in respect of Steel Peel Warranty Claims (including the
         costs, charges, fees and expenses of litigation with respect thereto)
         to the extent financed with internally generated cash flow of Gentek
         Holdings and its Subsidiaries or with revolving loans under their
         credit facilities (including the Facilities) constituting Indebtedness
         permitted under Section 7.2.2 and for which Gentek Holdings and its
         Subsidiaries or the U.S. Borrower have not been reimbursed or
         indemnified (it being understood and agreed that, in the event any such
         reimbursement or indemnification is received in a Fiscal Year
         subsequent to the Fiscal Year in which the corresponding payment was
         made by Gentek Holdings and its Subsidiaries and deducted in
         determining Excess Cash Flow, the amount of such reimbursement or
         indemnity shall be added in determining Excess Cash Flow for such
         subsequent Fiscal Year) and (xiii) the aggregate amount of cash
         contributions to U.S. Pension Plans and Canadian Pension Plans by
         Holdings and its Subsidiaries during such Fiscal Year made pursuant to
         any pension benefit laws of any jurisdiction;

provided that, notwithstanding anything to the contrary contained in this
Agreement or provided for pursuant to GAAP, the U.S. Borrower, Gentek Holdings
and their respective Subsidiaries shall be deemed to have been (to the extent
not actually) a Subsidiary of Holdings for all applicable Fiscal Quarters prior
to the Amendment Effective Date included in the calculation of Excess Cash Flow
in this Agreement.

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

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

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

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

         "Filing Agent" is defined in the Amendment Agreement.

         "Filing Statements" is defined in Amendment Agreement.

                                      -22-
<PAGE>

         "Fiscal Quarter" means a quarter ending on the last day of March, June,
September or December, or, at any time after the U.S. Borrower so notifies the
Administrative Agents in writing, the 13th, 26th, 39th or 52nd (or 53rd, as
applicable) week of each calendar year.

         "Fiscal Year" means any period of twelve consecutive calendar months
ending on December 31 or, if the U.S. Borrower's Fiscal Quarters are adjusted as
set forth in the definition of Fiscal Quarter, the last day of the fourth Fiscal
Quarter; references to a Fiscal Year with a number corresponding to any calendar
year (e.g., the "2002 Fiscal Year") refer to the Fiscal Year ending on December
31 of such calendar year or, if applicable, the last day of the fourth Fiscal
Quarter.

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

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

to

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

provided that, notwithstanding anything to the contrary contained in this
Agreement or provided for pursuant to GAAP, the U.S. Borrower, Gentek Holdings
and their respective Subsidiaries shall be deemed to have been (to the extent
not actually) a Subsidiary of Holdings for all applicable Fiscal Quarters prior
to the Amendment Effective Date included in the calculation of the Fixed Charge
Coverage Ratio in this Agreement.

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

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

         "Foreign Pledge Agreement" means any supplemental pledge agreement
governed by the laws of a jurisdiction other than the United States or a State
thereof executed and delivered by the U.S. Borrower or any of its Subsidiaries
pursuant to the terms of this Agreement, in form and

                                      -23-
<PAGE>

substance reasonably satisfactory to the Agents, as may be necessary or
desirable under the laws of organization or incorporation of a Subsidiary to
further protect or perfect the Lien on and security interest in any Collateral
(as defined in the applicable Security and Pledge Agreement).

         "Foreign Subsidiary" means any Subsidiary of the U.S. Borrower which is
organized under the laws of any jurisdiction outside of the United States of
America.

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

         "GAAP" is defined in Section 1.4.

         "Genstar Management Agreement" means the Management Advisory and
Consulting Services Agreement, dated as of December 15, 1994, by and among the
corporation formerly known as Gentek Holdings, Inc. and Genstar Investment
Corporation, as amended by that certain amendment to the Management Advisory and
Consulting Services Agreement dated as of March 27, 2002.

         "Gentek" is defined in the preamble.

         "Gentek Acquisition" is defined in the third recital.

         "Gentek Acquisition Agreement" is defined in the third recital.

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

         "Gentek Holdings" means Gentek Holdings, Inc., a Delaware corporation.

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

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

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

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

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

         "Harvest Partners" means Harvest Partners, Inc.

                                      -24-
<PAGE>

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

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

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

         "Holdings" is defined in the preamble.

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

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

         "Holdings Stockholders Agreement" means the Amended and Restated
Stockholders Agreement, dated as of April 19, 2002, by and among Holdings and
certain of its shareholders, as amended, supplemented, amended and restated or
otherwise modified from time to time.

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

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

                                      -25-
<PAGE>

         "Indebtedness" of any Person means, without duplication:

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

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

                  (c)      all Capitalized Lease Liabilities of such Person;

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

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

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

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

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

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

         "Indemnified Liabilities" is defined in Section 12.4.

         "Indemnified Parties" is defined in Section 12.4.

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

                                      -26-
<PAGE>

         "Interco Subordination Agreement" means an Intercompany Subordination
Agreement, substantially in the form of Exhibit J hereto, executed and delivered
by two or more Obligors pursuant to the terms of this Agreement, as amended,
supplemented, amended and restated or otherwise modified from time to time.

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

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

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

to

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

provided that, notwithstanding anything to the contrary contained in this
Agreement or provided for pursuant to GAAP, the U.S. Borrower, Gentek Holdings
and their respective Subsidiaries shall be deemed to have been (to the extent
not actually) a Subsidiary of Holdings for all applicable Fiscal Quarters prior
to the Amendment Effective Date included in the calculation of the Interest
Coverage Ratio in this Agreement.

         "Interest Expense" means, with respect to any Person for any Fiscal
Quarter, the aggregate interest expense (both accrued and paid) of such Person
and its Subsidiaries for such Fiscal Quarter that has been paid or is payable in
cash, including the portion of any payments made in respect of Capitalized Lease
Liabilities allocable to interest expense (net of investment interest income
paid during such period to Holdings or any of its Subsidiaries).

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

                                      -27-
<PAGE>

(provided that the Canadian Borrower shall not be permitted to select Interest
Periods to be in effect at any one time which have expiration dates occurring on
more than five different dates), (b) if such Interest Period would otherwise end
on a day which is not a Business Day, such Interest Period shall end on the next
following Business Day (unless such next following Business Day is the first
Business Day of a calendar month, in which case such Interest Period shall end
on the Business Day next preceding such numerically corresponding day) and (c)
no Interest Period for any Loan may end later than the Stated Maturity Date for
such Loan.

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

         "ISP Rules" is defined in Section 12.9.

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

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

         "Joint Lead Arrangers" is defined in the preamble.

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

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

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

         "Lender's Environmental Liability" means any and all losses,
liabilities, obligations, penalties, claims, litigation, demands, defenses,
costs, judgments, suits, proceedings, damages (including consequential damages),
disbursements or expenses of any kind or nature whatsoever (including reasonable
attorneys' fees at trial and appellate levels and experts' fees and
disbursements and expenses incurred in investigating, defending against or
prosecuting any

                                      -28-
<PAGE>

litigation, claim or proceeding) which may at any time be imposed upon, incurred
by or asserted or awarded against any Agent, any Lender, any Issuer or any of
such Person's Affiliates, shareholders, directors, officers, employees, and
agents in connection with or arising from:

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

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

                  (c)      any violation or claim of violation by the U.S.
         Borrower or any of its Subsidiaries of any Environmental Laws; or

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

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

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

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

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

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

to

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

         "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against property, or other priority or preferential arrangement of any
kind or nature whatsoever, to secure payment of a debt or performance of an
obligation.

         "Loan" means, as the context may require, a Revolving Loan, a Term Loan
and/or a Swing Line Loan of any type and shall include without limitation all
Canadian BAs in respect of

                                      -29-
<PAGE>

which any Lender has not received payout in full. References herein to the
"principal amount" of a Loan shall, when referring to a Canadian BA, mean the
face amount thereof.

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

         "Management Agreement" means the management agreement, dated as of
April 19, 2002, between AMI and Harvest Partners, as amended, supplemented,
amended and restated or otherwise modified in accordance with the terms of this
Agreement.

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

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

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

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

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

         "Material Transaction Documents" means each of the AMI Acquisition
Agreement, the Gentek Acquisition Agreement, each Other Debt Document relating
to the Unsecured Transaction Debt and the Management Agreement, in each case as
amended, supplemented, amended and restated or otherwise modified from time to
time in accordance with the terms of this Agreement.

         "Merger" means the merger of Mergerco with and into AMI pursuant to the
AMI Acquisition Agreement.

         "Mergerco" means Simon Acquisition Corp., a Delaware corporation.

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

         "Mortgage" means each Original Mortgage and each mortgage, deed of
trust or agreement executed and delivered by any Obligor in favor of an
Administrative Agent for the benefit of the applicable Secured Parties pursuant
to the requirements of this Agreement, under which a Lien is granted on the real
property and fixtures described therein, in form and substance

                                      -30-
<PAGE>

reasonably satisfactory to the Agents, in each case as amended, supplemented,
amended and restated or otherwise modified from time to time.

         "Mortgage Amendment" means amended mortgages or deeds of trust from the
U.S. Borrower, as mortgagor, grantor, trustor or otherwise, to the U.S.
Administrative Agent, as mortgagee, beneficiary or otherwise, in respect of each
of the Original Mortgages, in each case amended in form and substance reasonably
satisfactory to the Administrative Agents and as the same may be amended from
time to time.

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

         "Net Debt Proceeds" means with respect to the incurrence, sale or
issuance after the Original Closing Date by Holdings or any of its Subsidiaries
of any Indebtedness (other than any Indebtedness permitted by Section 7.2.2),
the excess of:

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

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

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

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

                  (b)      the sum (without duplication) of (i) all customary
         legal, investment banking, brokerage, appraisal and accounting and
         other professional fees and disbursements actually incurred in
         connection with such Disposition which have not been paid to Harvest
         Partners or any of its Affiliates in connection therewith (other than
         those

                                      -31-
<PAGE>

         fees and expenses set forth in the Management Agreement), (ii) all
         taxes and other governmental costs and expenses actually paid or
         estimated by such Person (in good faith) to be payable in cash in
         connection with such Disposition, (iii) in respect of any such
         Disposition, the amount, if any, reserved by Holdings or any of its
         Subsidiaries, as the case may be, in respect of any post-closing
         purchase price adjustments related to such Disposition, estimated (if
         necessary) in good faith by management of Holdings or such Subsidiary,
         as the case may be, (iv) the portion of the purchase price in respect
         of any such Disposition which is placed in escrow to secure the payment
         by Holdings or any of its Subsidiaries, as the case may be, in respect
         of any indemnity or similar obligations of such Person in respect of
         such Disposition, and (v) payments made by such Person to retire
         Indebtedness (other than the Credit Extensions) or other unassumed
         liabilities related to the assets Disposed, in each case of such Person
         where payment and satisfaction of such Indebtedness or other
         liabilities is required in connection with such Disposition;

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

         "Net Equity Proceeds" means with respect to the sale or issuance after
the Original Closing Date by Holdings of any of its Capital Stock in a
registered public offering under the Securities Act of 1933, the excess of

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

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

         "Net Income" means, with respect to any Person for any period, the
aggregate of all amounts (excluding all amounts in respect of extraordinary
gains and extraordinary non-cash losses, but including and together with all
amounts in respect of extraordinary cash losses; provided that, for purposes of
determining Net Income in any such period, the amount of any such extraordinary
cash losses for such period, if any, shall be reduced to the extent of any
extraordinary cash gains for such period) which would be included as net income
on the consolidated financial statements of such Person and its Subsidiaries for
such period; provided

                                      -32-
<PAGE>

that the portion of Net Income of any Subsidiary of such Person that is not a
Borrower or a Subsidiary Guarantor shall be excluded from Net Income to the
extent that the declaration or payment of dividends or similar distributions by
such Person of that portion of such Net Income is not at the date of
determination permitted without any prior governmental approval that has not
been obtained or, directly or indirectly, by operation of the terms of its
Organic Documents or any agreement (other than an agreement with Holdings or its
Subsidiaries), instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to such Person or its stockholders.

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

         "Non-Material Subsidiary" means any Subsidiary that

                  (a)      accounted for no more than 5% (and, when taken
         together with all other Non-Material Subsidiaries, accounted for no
         more than 10% in the aggregate) of consolidated revenues of Holdings
         and its Subsidiaries for the four consecutive Fiscal Quarters ending on
         June 30, 2003, or if later, the last day of the most recently completed
         Fiscal Quarter with respect to which, pursuant to Section 7.1.1,
         financial statements have been, or are required to have been, delivered
         to the Administrative Agents, and

                  (b)      has assets which represent no more than 5% (and, when
         taken together with all other Non-Material Subsidiaries, represent no
         more than 10% in the aggregate) of the consolidated assets of Holdings
         and its Subsidiaries as of June 30, 2003, or if later, the last day of
         the last Fiscal Quarter of the most recently completed Fiscal Quarter
         with respect to which, pursuant to Section 7.1.1, financial statements
         have been, or are required to have been, delivered to the
         Administrative Agents.

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

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

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

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

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

                  (b) an acceptance fee calculated at the rate per annum, on the
         basis of a year of 365 days or 366 days, as the case may be, equal to
         the Applicable Canadian BA Stamping Fee on the face amount of such
         Canadian BA for its term, being the actual number of

                                      -33-
<PAGE>

         days in the period commencing on the date of acceptance by such Lender
         of such Canadian BA and continuing to (but excluding) the maturity date
         of such Canadian BA, such acceptance fee to be non-refundable and fully
         earned when due.

         "Obligations" means all obligations (monetary or otherwise, whether
absolute or contingent, matured or unmatured) of each Obligor arising under or
in connection with a Loan Document, including the principal of and premium, if
any, and interest (including interest accruing during the pendency of any
proceeding of the type described in Section 8.1.9, whether or not allowed in
such proceeding) on the Loans and all Reimbursement Obligations.

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

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

         "Original Closing Date" means April 19, 2002.

         "Original Collateral" is defined in the second recital.

         "Original Collateral Documents" is defined in the second recital.

         "Original Credit Agreement" is defined in the first recital.

         "Original Lenders" is defined in the first recital.

         "Original Loans" is defined in the first recital.

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

         "Original Obligations" is defined in the second recital.

         "Original Term Loans" is defined in the fourth recital.

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

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

                                      -34-
<PAGE>

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

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

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

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

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

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

         "Perfection Certificate" means the Perfection Certificate executed and
delivered by an Authorized Officer of each of Gentek Holdings, Gentek U.S. and
the Canadian Borrower pursuant to Section 3.14 of the Amendment Agreement or by
an Authorized Officer of any other Obligor pursuant to Section 7.1.9,
substantially in the form of Exhibit H hereto, as amended, supplemented, amended
and restated or otherwise modified from time to time.

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

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

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

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

                  (d)      consideration for such acquisition shall be comprised
         of Capital Stock of Holdings, the issuance of a Permitted Seller Note,
         the assumption, incurrence or issuance

                                      -35-
<PAGE>

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

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

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

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

         "Permitted Holders" means, collectively, Harvest Partners, its
controlled affiliates and funds controlled by Harvest Partners and such
affiliates ("control" (and its derivatives) of a Person, for the purposes of
this definition of "Permitted Holders," means the power, directly or indirectly,
to direct or cause the direction of the management, policies and investment
decisions of such Person (whether by contract or otherwise)).

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

         "Permitted Seller Note" means an unsecured subordinated promissory note
issued by Holdings or a Borrower in connection with a Permitted Acquisition,
which note (i) provides for a final stated maturity date that is not prior to
the first anniversary of the latest Stated Maturity Date for any Tranche then in
effect of all Loans hereunder (but which may provide for scheduled

                                      -36-
<PAGE>

amortization of the original principal amount thereof on each anniversary of the
issuance thereof to the extent each such required amortization payment does not
exceed 20% of the original principal amount thereof), (ii) bears cash interest
at an annual rate not in excess of 10%, although any such interest payable in
excess of 10% per annum either shall be payable with the issuance of additional
promissory notes in form and substance substantially similar to such promissory
note (it being understood and agreed that each such additional promissory note
shall constitute a Permitted Seller Note) or shall continue to accrue, (iii)
does not provide the holders thereof with the guaranty of any Subsidiary of
either Borrower, (iv) does not contain any financial maintenance covenants or
any cross-default provisions (it being understood that a cross-acceleration
provision with respect to Indebtedness in an aggregate principal amount in
excess of $10,000,000 shall be acceptable) and (v) contains such other terms and
provisions (including as to subordination, if any,) as are reasonably acceptable
to each of the Agents.

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

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

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

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

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

                                      -37-
<PAGE>

         "Qualified IPO" means an initial public offering by Holdings of its
Voting Stock in a registered public offering under the Securities Act of 1933
pursuant to which not less than 20% of Holdings' issued and outstanding Voting
Stock is sold pursuant to such offering.

         "Qualifying Subordinated Debt" means unsecured senior subordinated
notes of Holdings or the U.S. Borrower in an aggregate principal amount not to
exceed $50,000,000 containing terms and conditions no less favorable to Holdings
or the U.S. Borrower (other than interest rates; provided that any yield in
excess of 13% per annum shall be payable in additional unsecured senior
subordinated notes or shall be capitalized or accreted discount), and no more
favorable to the holders thereof, in each case in any material respect, than
those of the Senior Subordinated Notes or containing such other terms and
conditions (including rate of interest, maturity, covenants, events of default
and subordination provisions) reasonably acceptable to the Agents; provided
that, immediately prior to the issuance of any such notes, Holdings shall have
delivered to the Agents a Compliance Certificate for the period of four full
Fiscal Quarters immediately preceding such issuance (prepared in good faith and
in a manner and using such methodology which is consistent with the most recent
financial statements delivered pursuant to Section 7.1.1) giving pro forma
effect to such issuance and the application of the proceeds therefrom and
evidencing compliance with the covenants set forth in Section 7.2.4.

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

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

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

         "Refinancing" means the refinancing or defeasance of not less than
$70,000,000 in the aggregate of the AMI's 9-1/4% senior subordinated notes due
2008, which Refinancing was accomplished pursuant to and in accordance with the
terms of the tender offer and consent solicitation initiated by AMI in
connection with the AMI Acquisition.

                                      -38-
<PAGE>

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

         "Reimbursement Obligation" is defined in Section 2.6.3.

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

         "Replacement Lender" is defined in Section 4.10.

         "Replacement Notice" is defined in Section 4.10.

         "Required Lenders" means, at any time,

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

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

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

         "Restricted Payment" means the declaration or payment of any dividend
(other than dividends payable solely in Capital Stock (other than Redeemable
Capital Stock) of Holdings or

                                      -39-
<PAGE>

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

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

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

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

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

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

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

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

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

         "SEC" means the Securities and Exchange Commission.

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

                  (a)      relative to an Interco Subordination Agreement
         executed by the U.S. Borrower or any U.S. Subsidiary Guarantor or any
         Collateral Document executed by the U.S. Borrower or any U.S.
         Subsidiary Guarantor that grants a Lien by the U.S. Borrower or any
         U.S. Subsidiary Guarantor to secure Obligations in respect of both the
         U.S. Facility and the Canadian Facility, (i) the Lenders, each Issuer
         and the Agents, (ii) for purposes of each agreement pursuant to which
         an Administrative Agent is granted a Lien to secure any such
         Obligations or receives a guaranty by the U.S. Borrower or any U.S.
         Subsidiary Guarantor of any such Obligations or pursuant to which any
         Person subordinates any obligation payable by Holdings or any of its
         Subsidiaries to it to such Obligations or any insurance or indemnity
         with respect to the same (including

                                      -40-
<PAGE>

         Section 12.4 hereof), each counterparty to a Rate Protection Agreement
         that is (or at the time such Rate Protection Agreement was entered
         into, was) a Lender or an Affiliate thereof, and (iii) in each case,
         each of their respective successors, transferees and assigns; and

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

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

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

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

         "Solvent" means, with respect to any Person and its Subsidiaries on a
particular date, that on such date (i) the fair value of the property of such
Person and its Subsidiaries on a consolidated basis is greater than the total
amount of liabilities, including contingent liabilities, of such Person and its
Subsidiaries on a consolidated basis, (ii) the present fair salable value of the
assets of such Person and its Subsidiaries on a consolidated basis is not less
than the amount that will be required to pay the probable liability of such
Person and its Subsidiaries on a consolidated basis on its debts as they become
absolute and matured, (iii) such Person does not intend to, and does not believe
that it or its Subsidiaries will, incur debts or liabilities beyond the ability
of such Person and its Subsidiaries to pay such debts and liabilities as the
same mature, and (iv) such Person and its Subsidiaries on a consolidated basis
is not engaged in business or a transaction, and such Person and its
Subsidiaries on a consolidated basis is not about to engage in business or a
transaction, for which the property of such Person and its Subsidiaries on a

                                      -41-
<PAGE>

consolidated basis would constitute an unreasonably small capital. The amount of
contingent liabilities at any time shall be computed as the amount that, in
light of all the facts and circumstances existing at such time, can reasonably
be expected to become an actual or matured liability.

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

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

           "Stated Expiry Date" is defined in Section 2.6.

           "Stated Maturity Date" means (i) with respect to all Term Loans,
August 29, 2010, and (ii) with respect to all Revolving Loans and Swing Line
Loans, April 19, 2007.

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

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

           "Subordination Provisions" is defined in Section 8.1.11.

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

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

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

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

                                      -42-

<PAGE>

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

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

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

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

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

           "Syndication Agent" is defined in the preamble.

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

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

           "Tender Offer" means the cash tender offer for 100% of all
outstanding shares of Capital Stock of AMI at a price of $50.00 per share made
in connection with the AMI Acquisition.

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

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

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

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

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

                                      -43-

<PAGE>

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

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

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

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

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

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

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

           "Transaction" means the consummation of the Tender Offer, the Merger,
AMI Acquisition and the Refinancing, the payment of related fees, costs and
expenses, including prepayment premiums resulting from the Refinancing, and all
transactions related thereto (including the capital raising transactions related
thereto).

                                      -44-

<PAGE>

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

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

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

           "Unsecured Transaction Debt" means any Indebtedness (other than the
Obligations) of Holdings, the U.S. Borrower or any other Obligor incurred in
connection with the financing of the AMI Acquisition (including the Tender Offer
and the Merger), whether in respect of the Senior Subordinated Notes or any
other Indebtedness issued in exchange or substitution therefor pursuant to the
terms thereof, as amended or otherwise modified pursuant to this Agreement.

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

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

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

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

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

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

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

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

                                      -45-

<PAGE>

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

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

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

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

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

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

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

           "U.S. Letter of Credit Commitment" means

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

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

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

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

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

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

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

                                      -46-

<PAGE>

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

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

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

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

           "U.S. Revolving Loan Commitment Amount" means, on any date,
$55,000,000, as such amount may be permanently reduced from time to time
pursuant to Section 2.2.

           "U.S. Revolving Loan Commitment Termination Date" means the earliest
of (i) April 19, 2007, (ii) the date on which the U.S. Revolving Loan Commitment
Amount is terminated in full or reduced to zero pursuant to the terms of this
Agreement and (iii) the date on which any Commitment Termination Event occurs.
Upon the occurrence of any event described in the preceding clause (ii) or
(iii), the U.S. Revolving Loan Commitments shall terminate automatically and
without any further action.

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

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

           "U.S. Revolving Note" means a promissory note of the U.S. Borrower
payable to any U.S. Revolving Loan Lender, in the form of Exhibit A-1 hereto (as
such promissory note may be amended, endorsed or otherwise modified from time to
time), evidencing the aggregate Indebtedness of the U.S. Borrower to such U.S.
Revolving Loan Lender resulting from outstanding U.S. Revolving Loans, and also
means all other promissory notes accepted from time to time in substitution
therefor or renewal thereof.

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

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

                                      -47-

<PAGE>

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

           "U.S. Subsidiary Security and Pledge Agreement" means the Security
and Pledge Agreement executed and delivered by an Authorized Officer of each
U.S. Subsidiary Guarantor pursuant to the Original Credit Agreement,
substantially in the form of Exhibit G-4 hereto, as amended, supplemented,
amended and restated or otherwise modified from time to time.

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

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

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

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

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

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

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

           "U.S. Term Loan Commitment Amount" means, on any date, $182,500,000.

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

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

                                      -48-

<PAGE>

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

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

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

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

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

           SECTION 1.4. Accounting and Financial Determinations.

                      (a)        Unless otherwise specified, all accounting
           terms used in each Loan Document shall be interpreted, and all
           accounting determinations and computations thereunder (including
           under Section 7.2.4 and the definitions used in such calculations)
           shall be made, in accordance with those generally accepted accounting
           principles in the United States ("GAAP") applied in the preparation
           of the U.S. Borrower's financial statements for its Fiscal Year ended
           December 31, 2002, subject to any changes or amendments to GAAP in
           effect as of January 1, 2003. Unless otherwise expressly provided all
           financial covenants and defined financial terms shall be computed on
           a consolidated basis for Holdings and its Subsidiaries (including the
           Borrowers), in each case without duplication.

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

                      (c)        For the purposes of determining any threshold
           amount forming any part of any representation or warranty, covenant
           or Event of Default, all relevant amounts denominated in Canadian
           Dollars shall be calculated, as of such time of determination, at the
           U.S. Dollar Equivalent thereof. Each calculation of the U.S. Dollar
           Equivalent of any amounts denominated in Canadian Dollars shall be
           conclusive and binding on the Borrowers absent manifest error.

                                      -49-

<PAGE>

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

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

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

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

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

provided that

                      (c)        no U.S. Revolving Loan Lender shall be
           permitted or required to make any U.S. Revolving Loan if, after
           giving effect thereto, the aggregate outstanding

                                      -50-

<PAGE>

           principal amount of all U.S. Revolving Loans of such U.S. Revolving
           Loan Lender, together with such U.S. Revolving Loan Lender's U.S.
           Revolving Loan Percentage of the aggregate amount of all U.S. Swing
           Line Loans and U.S. Letter of Credit Outstandings, would exceed such
           U.S. Revolving Loan Lender's U.S. Revolving Loan Percentage of the
           then existing U.S. Revolving Loan Commitment Amount;

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

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

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

           SECTION 2.1.2. Letter of Credit Commitments.

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

                                 (i)        each U.S. Issuer agrees that it will
                      (i) issue one or more trade letters of credit or standby
                      letters of credit denominated in U.S. Dollars (each a

                                      -51-

<PAGE>

                      "U.S. Letter of Credit") for the account of the U.S.
                      Borrower or any Subsidiary in the Stated Amount requested
                      by the U.S. Borrower on such day, or (ii) extend the
                      Stated Expiry Date of an existing U.S. Letter of Credit
                      previously issued hereunder; and

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

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

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

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

                                      -52-

<PAGE>

           SECTION 2.1.3. Term Loan Commitments.

                      (a)        In a single drawing on any Business Day
           occurring on or prior to the Term Loan Commitment Termination Date,
           each U.S. Lender that has a U.S. Term Loan Commitment agrees that it
           will make loans denominated in U.S. Dollars (relative to such Lender,
           its "U.S. Term Loans") to the U.S. Borrower equal to such U.S.
           Lender's U.S. Term Loan Percentage of the aggregate amount of the
           Borrowings of U.S. Term Loans requested by the U.S. Borrower to be
           made on such day. No amounts paid or prepaid with respect to U.S.
           Term Loans may be reborrowed.

                      (b)        In a single drawing on any Business Day
           occurring on or prior to the Term Loan Commitment Termination Date,
           each Canadian Lender that has a Canadian Term Loan Commitment agrees
           that it will make loans denominated in U.S. Dollars (relative to such
           Lender, its "Canadian Term Loans") to the Canadian Borrower equal to
           such Canadian Lender's Canadian Term Loan Percentage of the aggregate
           amount of the Borrowings of Canadian Term Loans requested by the
           Canadian Borrower to be made on such day. No amounts paid or prepaid
           with respect to Canadian Term Loans may be reborrowed.

           SECTION 2.2. Reduction of the Commitment Amounts.

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

                      (b)        The Canadian Borrower may, from time to time on
           any Business Day occurring after the Amendment Effective Date,
           voluntarily reduce the amount of the Canadian Revolving Loan
           Commitment Amount, the Canadian Swing Line Loan Commitment Amount or
           the Canadian Letter of Credit Commitment Amount on the Business Day
           so specified by the Canadian Borrower; provided that all such
           reductions shall require at least one Business Day's prior notice to
           the Canadian Revolving

                                      -53-

<PAGE>

           Administrative Agent and be permanent, and any partial reduction of
           any such Commitment Amount shall be in a minimum amount of $1,000,000
           and in an integral multiple of $100,000. Any optional or mandatory
           reduction of the Canadian Revolving Loan Commitment Amount pursuant
           to the terms of this Agreement which reduces the Canadian Revolving
           Loan Commitment Amount below the sum of (i) the Canadian Swing Line
           Loan Commitment Amount and (ii) the Canadian Letter of Credit
           Commitment Amount shall result in an automatic and corresponding
           reduction of the Canadian Swing Line Loan Commitment Amount and/or
           Canadian Letter of Credit Commitment Amount (as directed by the
           Canadian Borrower in a notice to the Canadian Revolving
           Administrative Agent delivered together with the notice of such
           voluntary reduction in the Canadian Revolving Loan Commitment Amount
           or, in the absence of such direction, pro rata based upon the
           respective amounts thereof) to an aggregate amount not in excess of
           the Canadian Revolving Loan Commitment Amount, as so reduced, without
           any further action on the part of the Canadian Swing Line Lender or
           the Canadian Issuer.

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

           SECTION 2.3.1. Borrowing Procedures. In the case of Loans other than
Swing Line Loans, by delivering the appropriate Borrowing Request to the
applicable Administrative Agent not later than 2:00 p.m. on a Business Day, the
applicable Borrower may from time to time irrevocably request, on not less than
one Business Day's notice in the case of Base Rate Loans, or three Business
Days' notice in the case of Fixed Rate Loans, and in either case not more than
five Business Days' notice, that a Borrowing be made, in the case of either
Fixed Rate Loans or Base Rate Loans, in a minimum amount of either $1,000,000
(or, in the case of Canadian Loans denominated in Canadian Dollars, Cdn
$1,000,000) and in an integral multiple of $100,000 (or, in the case of Canadian
Loans denominated in Canadian Dollars, Cdn $100,000) or the unused amount of the
applicable Commitment; provided that, subject to the Borrowers' right to convert
such Loans to Fixed Rate Loans pursuant to Section 2.4, all of the Loans made on
the Amendment Effective Date shall be made as Base Rate Loans. On the terms and
subject to the conditions of this Agreement, each Borrowing shall be comprised
of the type of Loans, and shall be made on the Business Day, specified in such
Borrowing Request. In the case of Loans other than Swing Line Loans, not later
than 2:00 p.m. on such Business Day each Lender that has a Commitment to make
the Loans being requested shall deposit with the applicable Administrative Agent
same day funds in an amount equal to such Lender's Percentage of the requested
Borrowing. Such deposit will be made to an account which the applicable
Administrative Agent shall specify from time to time by notice to the applicable
Lenders. To the extent funds are received from the Lenders, the applicable
Administrative Agent shall promptly make such funds available to the applicable
Borrower by wire transfer to the account such Borrower shall have specified in
its Borrowing Request. No Lender's obligation to make any Loan shall be affected
by any other Lender's failure to make any Loan.

                                      -54-

<PAGE>

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

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

                      (b)        If (i) any Swing Line Loan shall be outstanding
           for more than three Business Days, (ii) any Swing Line Loan to a
           Borrower is or will be outstanding on a date when such Borrower
           requests that a Revolving Loan be made, or (iii) any Default shall
           occur and be continuing, then each Revolving Loan Lender with a
           Revolving Loan Commitment under the Facility applicable to such Swing
           Line Loan (other than the Swing Line Lender) irrevocably agrees that
           it will, at the request of the U.S. Swing Line Lender or Canadian
           Swing Line Lender, as the case may be, make a Revolving Loan (which
           shall initially be funded as a Base Rate Loan) in the same Currency
           as such Swing Line Loan and in an amount equal to such Lender's
           applicable Revolving Loan Percentage of the aggregate principal
           amount of all such Swing Line Loans then outstanding (such
           outstanding Swing Line Loans of such Currency hereinafter referred to
           as the "Refunded Swing Line Loans"). Not later than 2:00 p.m. on the
           first Business Day following receipt by each Revolving Loan Lender of
           a request to make Revolving Loans as provided in the preceding
           sentence, each such Revolving Loan Lender shall deposit in an account
           specified by the U.S. Swing Line Lender or Canadian Swing Line
           Lender, as the case may be, the amount so requested in same day funds
           and such funds shall be applied by such Swing Line Lender to repay
           the Refunded Swing Line Loans. At the time the applicable Revolving
           Loan Lenders make the above referenced Revolving Loans, the U.S.
           Swing Line Lender or Canadian Swing Line Lender, as the case may be,
           shall be deemed to have made, in consideration of the making of the
           Refunded Swing Line Loans, Revolving Loans in an amount equal to such
           Swing Line Lender's applicable Revolving Loan Percentage of the
           aggregate principal amount of such Refunded Swing Line Loans. Upon
           the making (or deemed making, in the case of the Swing Line Lenders)
           of any Revolving Loans pursuant to this clause (b), the amount so
           funded shall become outstanding under such Revolving Loan Lender's
           U.S. Revolving Note or Canadian Revolving Note, as the case may be,
           and shall no longer be owed under the U.S. Swing Line Note or
           Canadian Swing Line Note, as the case may be. All interest payable
           with respect to any Revolving Loans made (or deemed made, in the case
           of the Swing Line Lenders) pursuant to this clause (b) shall be
           appropriately adjusted to reflect the period of time during which the
           applicable Swing Line Lender had outstanding Swing

                                      -55-

<PAGE>

           Line Loans in respect of which such Revolving Loans were made. Each
           Revolving Loan Lender's obligation to make the Revolving Loans
           referred to in this clause (b) shall be absolute and unconditional
           and shall not be affected by any circumstance, including (i) any
           set-off, counterclaim, recoupment, defense or other right which such
           Lender may have against the applicable Swing Line Lender, any Obligor
           or any Person for any reason whatsoever; (ii) the occurrence or
           continuance of any Default; (iii) any adverse change in the condition
           (financial or otherwise) of any Obligor; (iv) the acceleration or
           maturity of any Obligations or the termination of any Commitment
           after the making of any related Swing Line Loan; (v) any breach of
           any Loan Document by any Person; or (vi) any other circumstance,
           happening or event whatsoever, whether or not similar to any of the
           foregoing.

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

           SECTION 2.4. Continuation and Conversion Elections. By delivering the
applicable Continuation/Conversion Notice to the applicable Administrative Agent
not later than 2:00 p.m. on a Business Day, the applicable Borrower may from
time to time irrevocably elect, on not less than one Business Day's notice in
the case of conversions into Base Rate Loans, or three Business Days' notice in
the case of continuations of or conversions into Fixed Rate Loans, and in either
case not more than five Business Days' notice, that all, or any portion in an
aggregate minimum amount of $1,000,000 (or, in the case of Canadian Loans
denominated in Canadian Dollars, in an aggregate minimum amount of Cdn
$1,000,000) and in an integral multiple of $100,000 (or, in the case of Canadian
Loans denominated in Canadian Dollars, in an integral multiple of Cdn $100,000)
be, in the case of Base Rate Loans, converted into Fixed Rate Loans or be, in
the case of Fixed Rate Loans, converted into Base Rate Loans or continued as
Fixed Rate Loans (in the absence of delivery of a Continuation/Conversion Notice
with respect to any Fixed Rate Loan at least three Business Days (but not more
than five Business Days) before the last day of the then current Interest Period
with respect thereto, such Fixed Rate Loan shall, on such last day,
automatically convert to a Base Rate Loan); provided that (x) each such
conversion or continuation shall be pro rated among the applicable outstanding
Loans of all Lenders that have made such Loans, and (y) no portion of the
outstanding principal amount of any Loans may be continued as, or be converted
into, Fixed Rate Loans when any Payment Default or Event of Default has occurred
and is continuing to the extent the U.S. Administrative Agent has or Required
Lenders have notified the Borrowers that the occurrence and continuance of such
Payment Default or Event of Default shall prevent the Borrowers from so
continuing or converting such Loans.

           SECTION 2.4.1. Converting Canadian Prime Rate Loans to, or Continuing
Canadian BAs as, Canadian BAs. Provided that the Canadian Borrower has, by
giving notice to the Canadian Revolving Administrative Agent in accordance with
Section 2.4, requested the Canadian Lenders to accept its drafts to replace all
or a portion of an outstanding Canadian Loan, then each Canadian Lender shall,
on the date of conversion or continuation, as applicable, and concurrent with
the payment by the Canadian Borrower to the Canadian Revolving Administrative
Agent on behalf of the Canadian Lenders of an amount equal to the difference

                                      -56-

<PAGE>

between the principal or face amount of such outstanding Canadian Loan or the
portion thereof which is being converted or continued and the aggregate Notional
BA Proceeds with respect to the drafts to be accepted by the Canadian Lenders,
accept the Canadian Borrower's draft or drafts having an aggregate face amount
equal to its Percentage of the aggregate principal or face amount of such
Canadian Loan or the portion thereof which is being converted or continued, such
acceptance to be in accordance with Section 2.9.

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

           SECTION 2.5. Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert Eurodollar Loans hereunder by causing
one of its foreign branches or Affiliates (or an international banking facility
created by such Lender) to make or maintain such Eurodollar Loan; provided that
such Eurodollar Loan shall nonetheless be deemed to have been made and to be
held by such Lender, and the obligation of the U.S. Borrower to repay such
Eurodollar Loan shall nevertheless be to such Lender for the account of such
foreign branch, Affiliate or international banking facility. In addition, for
purposes of any determination to be made for purposes of Section 4.1, 4.2, 4.3
or 4.4, it shall be conclusively assumed that each Lender elected to fund all
Eurodollar Loans by purchasing deposits in its Eurodollar Office's interbank
eurodollar market (as such office may be changed from time to time pursuant to
Section 4.11 or otherwise).

           SECTION 2.6. Letter of Credit Issuance Procedures. By delivering to
the applicable Administrative Agent an appropriate Issuance Request not later
than 12:00 noon on a Business Day, the applicable Borrower may from time to time
irrevocably request on not less than three nor more than ten Business Days'
notice in the case of an initial issuance of a Letter of Credit, and not less
than three Business Days' prior notice in the case of a request for the
extension of the Stated Expiry Date of a Letter of Credit (in each case, unless
a shorter notice period is agreed to by the applicable Issuer, in its sole
discretion), that the applicable Issuer issue, or extend the Stated Expiry Date
of, a Letter of Credit on behalf of such Borrower (whether issued for the
account of or on behalf of such Borrower or any Subsidiary in accordance with
Section 2.1.2(a)) in such form as may be requested by such Borrower and approved
by such Issuer (such approval not to be unreasonably withheld), solely for the
purposes described in Section 7.1.7. Notwithstanding anything to the contrary
contained herein or in any separate application for any Letter of Credit, (a)
the U.S. Borrower hereby acknowledges and agrees that it shall be deemed to be
the obligor for purposes of each U.S. Letter of Credit issued hereunder and (b)
the Canadian Borrower hereby acknowledges and agrees that it shall be deemed to
be the obligor for

                                      -57-

<PAGE>

purposes of each Canadian Letter of Credit issued hereunder (in each case,
whether the account party on such Letter of Credit is such Borrower or, in the
case of (x) any U.S. Letter of Credit, a Subsidiary or (y) any Canadian Letter
of Credit, a Canadian Subsidiary) and shall be obligated to reimburse the Issuer
of such Letter of Credit in accordance with the reimbursement provisions herein.
Each Letter of Credit shall by its terms be stated to expire on a date (its
"Stated Expiry Date") no later than the earlier to occur of (i) 30 days prior to
the applicable Revolving Loan Commitment Termination Date in the case of standby
Letters of Credit or 10 days prior to the applicable Revolving Loan Commitment
Termination Date in the case of trade Letters of Credit or (ii) (unless
otherwise agreed to by the applicable Issuer, in its sole discretion), 364 days
from the date of its issuance or extension. Subject to the limitations set forth
in clause (i) above, a Letter of Credit may, if required by the beneficiary
thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date
shall be automatically extended; provided that, any such "evergreen" provision
must permit the applicable Issuer to prevent any such renewal at least once in
each twelve-month period (commencing with the date of issuance of such Letter of
Credit) by giving prior notice to the beneficiary thereof not later than a day
in each such twelve-month period to be agreed upon at the time such Letter of
Credit is issued. The Issuer of a Letter of Credit hereunder will make available
to the beneficiary thereof the original of such Letter of Credit which it
issues.

           SECTION 2.6.1. Other Lenders' Participation. Upon the issuance of
each Letter of Credit, and without further action, each Revolving Loan Lender
(other than the Issuer thereof) shall be deemed to have irrevocably purchased,
to the extent of its U.S. Revolving Loan Percentage of such Letter of Credit (in
the case of any U.S. Letter of Credit) or Canadian Revolving Loan Percentage of
such Letter of Credit (in the case of any Canadian Letter of Credit), a
participation interest in such Letter of Credit (including the Contingent
Liability and any Reimbursement Obligation with respect thereto), and such
Revolving Loan Lender shall, to the extent of its U.S. Revolving Loan Percentage
of such Letter of Credit (in the case of any U.S. Letter of Credit) or Canadian
Revolving Loan Percentage of such Letter of Credit (in the case of any Canadian
Letter of Credit), be responsible for reimbursing within one Business Day after
receipt of a request therefor, such Issuer for Reimbursement Obligations with
respect to such Letter of Credit which have not been reimbursed by the
applicable Borrower in accordance with Section 2.6.3. In addition, such
Revolving Loan Lender shall be entitled to receive its U.S. Revolving Loan
Percentage or Canadian Revolving Loan Percentage, as the case may be, of the
Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each
such Letter of Credit (other than the issuance fees payable to the Issuer of
such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of
interest payable pursuant to Section 2.6.2 with respect to any Reimbursement
Obligation. To the extent that any Revolving Loan Lender has reimbursed an
Issuer of a Letter of Credit for a Disbursement, such Lender shall be entitled
to receive its ratable portion of any amounts subsequently received (from the
applicable Borrower or otherwise) in respect of such Disbursement.

           SECTION 2.6.2. Disbursements. The applicable Issuer of a Letter of
Credit hereunder will notify the Borrower which requested the issuance of such
Letter of Credit and the applicable Administrative Agent promptly of the
presentment for payment of such Letter of Credit, together with notice of the
date (the "Disbursement Date") such payment shall be made (each such payment, a
"Disbursement"). Subject to the terms and provisions of such Letter of Credit
and this Agreement, such Issuer shall make such payment to the beneficiary (or
its designee) of such

                                      -58-

<PAGE>

Letter of Credit. Not later than 12:00 noon on the first Business Day following
the Disbursement Date, such Borrower will reimburse such Administrative Agent,
for the account of such Issuer, for all amounts which such Issuer has disbursed
under such Letter of Credit in good faith, together with interest thereon at a
rate per annum equal to the rate per annum then in effect for Alternate Base
Rate Loans in the case of Disbursements relating to Letters of Credit
denominated in U.S. Dollars and for Canadian Prime Rate Loans in the case of
Disbursements relating to Letters of Credit denominated in Canadian Dollars
(with the then Applicable Margin for Revolving Loans accruing on such amount)
pursuant to Section 3.2 for the period from the Disbursement Date through the
date of such reimbursement.

           SECTION 2.6.3. Reimbursement. The obligation (a "Reimbursement
Obligation") of the applicable Borrower under Section 2.6.2 to reimburse an
Issuer hereunder with respect to each Disbursement (including interest thereon)
under Letters of Credit issued by such Issuer, and, upon the failure of such
Borrower to reimburse such Issuer therefor, each Revolving Loan Lender's
obligation under Section 2.6.1 to reimburse such Issuer according to its
applicable Percentage of the applicable Revolving Loan Commitment Amount, shall
be absolute and unconditional under any and all circumstances and irrespective
of any setoff, counterclaim or defense to payment which such Borrower or such
Revolving Loan Lender, as the case may be, may have or have had against such
Issuer or any Lender, including any defense based upon the failure of any
Disbursement to conform to the terms of the applicable Letter of Credit (if, in
an Issuer's good faith opinion, such Disbursement is determined to be
appropriate) or any non-application or misapplication by the beneficiary of the
proceeds of such Letter of Credit so long as such Disbursement is made in good
faith; provided that after paying in full its Reimbursement Obligation
hereunder, nothing herein shall adversely affect the right of such Borrower or
such Lender, as the case may be, to commence any proceeding against an Issuer
for any wrongful Disbursement made by such Issuer under a Letter of Credit as a
result of acts or omissions constituting gross negligence, bad faith or willful
misconduct on the part of such Issuer.

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

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<PAGE>

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

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

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

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

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

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

           SECTION 2.6.6. Deemed Issuance of Existing Letters of Credit. All
Letters of Credit outstanding under (and as defined in) the Original Credit
Agreement on the Amendment Effective Date shall, for all purposes hereof, be
deemed to be U.S. Letters of Credit issued hereunder on the Amendment Effective
Date.

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

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

                      (b)        The U.S. Borrower hereby designates the U.S.
           Administrative Agent to serve as the U.S. Borrower's agent, solely
           for the purpose of this clause (b), to maintain a register (the "U.S.
           Register") in which the U.S. Administrative Agent will record each
           U.S. Lender's U.S. Commitments, the U.S. Loans made by each U.S.
           Lender to the U.S.

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<PAGE>

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

                      (c)        The U.S. Borrower agrees that, upon the request
           to the U.S. Administrative Agent by any U.S. Lender, the U.S.
           Borrower will execute and deliver to such Lender, as applicable, a
           U.S. Term Note, U.S. Revolving Note and/or U.S. Swing Line Note
           evidencing the U.S. Loans made by such U.S. Lender to the U.S.
           Borrower. The U.S. Borrower hereby irrevocably authorizes each U.S.
           Lender to make (or cause to be made) appropriate notations on the
           grid attached to such U.S. Lender's U.S. Notes (or on any
           continuation of such grid), which notations, if made, shall evidence,
           inter alia, the date of, the outstanding principal amount of, and the
           interest rate and Interest Period applicable to the U.S. Loans
           evidenced thereby. Such notations shall, to the extent not
           inconsistent with the notations made by the U.S. Administrative Agent
           in the U.S. Register, be conclusive and binding on the U.S. Borrower
           absent manifest error; provided that the failure of any U.S. Lender
           to make any such notations or any error in any such notation shall
           not limit or otherwise affect any Obligations of any Obligor. The
           U.S. Loans evidenced by any such U.S. Note and interest thereon shall
           at all times (including after assignment pursuant to Section 12.11)
           be represented by one or more U.S. Notes payable to the order of the
           payee named therein and its registered assigns. Subject to the last
           sentence of Section 12.11(a), a U.S. Note and the obligation
           evidenced thereby may be assigned or otherwise transferred in whole
           or in part only by registration of such assignment or transfer of
           such Note and the obligation evidenced thereby in the U.S. Register
           (and each U.S. Note shall expressly so provide). Any assignment or
           transfer of all or part of an obligation evidenced by a U.S. Note
           shall be registered in the U.S. Register only upon surrender for
           registration of assignment or transfer of the U.S. Note evidencing
           such obligation, accompanied by a Lender Assignment Agreement duly
           executed by the assignor thereof, and thereupon, if requested by the
           assignee, one or more new U.S. Notes shall be issued to the
           designated assignee and the old U.S. Note shall be returned by the
           U.S. Administrative Agent to the U.S. Borrower marked

                                      -61-

<PAGE>

           "exchanged". Subject to the last sentence of Section 12.11(a), no
           assignment of a U.S. Note and the obligation evidenced thereby shall
           be effective unless it shall have been recorded in the U.S. Register
           by the U.S. Administrative Agent as provided in this Section.

           SECTION 2.8. Canadian Registers; Canadian Notes.

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

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

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           assignment or transfer shall have been recorded in the applicable
           Canadian Register by the applicable Canadian Administrative Agent as
           provided in this Section.

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

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

           SECTION 2.9.1. Funding of Canadian BAs. If the Canadian
Administrative Agent receives a Borrowing Request or a Continuation/Conversion
Notice from the Canadian Borrower requesting a Borrowing or a rollover of or a
conversion into a Canadian Loan by way of Canadian BAs, the Canadian Revolving
Administrative Agent shall notify each of the applicable Canadian Lenders, prior
to 11:00 a.m., Toronto time, on the second Business Day prior to the date of
such Credit Extension, of such request and of each such Canadian Lender's
Canadian Revolving Loan Percentage of such Canadian Revolving Loan. Each
applicable Canadian

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

           SECTION 2.9.2. Execution of Canadian BAs. To facilitate the
acceptance of Canadian BAs hereunder, the Canadian Borrower hereby appoints each
Canadian Lender as its attorney to sign and endorse on its behalf, as and when
considered necessary by the Canadian Lender, an appropriate number of drafts in
the form prescribed by that Canadian Lender. Each Canadian Lender may, at its
option, execute any draft in handwriting or by the facsimile or mechanical
signature of any of its authorized officers, and the Canadian Lenders are hereby
authorized to accept or pay, as the case may be, any draft of the Canadian
Borrower which purports to bear such a signature notwithstanding that any such
individual has ceased to be an authorized officer of the Canadian Lender, in
which case any such draft or Canadian BA shall be as valid as if he or she were
an authorized officer at the date of issue of the draft or Canadian BA. Any
drafts or Canadian BA signed by a Canadian Lender as attorney for the Canadian
Borrower, whether signed in handwriting or by the facsimile or mechanical
signature of an authorized officer of a Canadian Lender, may be dealt with by
the Canadian Revolving Administrative Agent or any Canadian Lender to all
intents and purposes and shall bind the Canadian Borrower as if duly signed and
issued by the Canadian Borrower. The receipt by the Canadian Revolving
Administrative Agent of a request for a Borrowing by way of Canadian BAs shall
be each applicable Canadian Lender's sufficient authority to execute, and each
applicable Canadian Lender shall, subject to the terms and conditions of this
Agreement, execute drafts in accordance with such request and the advice of the
Canadian Revolving Administrative Agent given pursuant to this Section 2.9, and
the drafts so executed shall thereupon be deemed to have been presented for
acceptance.

           SECTION 2.9.3. Special Provisions Relating to Acceptance Notes. (a)
The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and
agree that from time to time certain Canadian Lenders may not be authorized to
or may, as a matter of general corporate policy, elect not to accept Canadian BA
drafts, and the Canadian Borrower and each applicable Canadian Lender agrees
that any such Canadian Lender may purchase Acceptance Notes of the

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Canadian Borrower in accordance with the provisions of Section 2.9.3(b) in lieu
of accepting Canadian BAs for its account.

           (b) In the event that any Canadian Lender described in Section
2.9.3(a) above is unable to, or elects as a matter of general corporate policy
not to, accept Canadian BAs hereunder, such Canadian Lender shall not accept
Canadian BAs hereunder, but rather, if the Canadian Borrower requests the
acceptance of such Canadian BAs, the Canadian Borrower shall deliver to such
Canadian Lender non-interest bearing promissory notes (each, an "Acceptance
Note") of the Canadian Borrower, substantially in the form of Exhibit A-7
hereto, having the same maturity as the Canadian BAs that would otherwise be
accepted by such Canadian Lender and in an aggregate principal amount equal to
the undiscounted face amount of such Canadian BAs. Each such Canadian Lender
hereby agrees to purchase each Acceptance Note from the Canadian Borrower at a
purchase price equal to the Notional BA Proceeds for a Lender which would have
been applicable if a Canadian BA draft had been accepted by such Lender and such
Acceptance Notes shall be governed by the provisions of this Article II as if
they were Canadian BAs.

                                  ARTICLE III
                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

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

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

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

                                 (i)        Loans (other than Swing Line Loans
                      and Canadian BAs); provided that (A) any such prepayment
                      of the Term Loans of any Tranche shall be made pro rata
                      among Term Loans of such Tranche of the same type and, if
                      applicable, having the same Interest Period of all Lenders
                      that have made such Term Loans (to be applied as set forth
                      in Section 3.1.2) (provided that any such prepayment of
                      Canadian Term Loans may not be made unless an equal
                      principal amount of outstanding U.S. Term Loans are
                      concurrently prepaid), and any such prepayment of
                      Revolving Loans of any Tranche shall be made pro rata
                      among the Revolving Loans of such Tranche of the same type
                      and, if applicable, having the same Interest Period of all
                      Lenders that have made such Revolving Loans (to be applied
                      as set forth in Section 3.1.2); (B) all such voluntary
                      prepayments shall require at least one but no more than
                      five Business Days' prior written notice to the applicable
                      Administrative Agent; and (C) all such voluntary partial
                      prepayments shall be in an aggregate minimum amount of
                      $1,000,000 (or, in the case of Canadian Loans denominated
                      in

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<PAGE>

                      Canadian Dollars, Cdn $1,000,000) and in an integral
                      multiple of $100,000 (or, in the case of Canadian Loans
                      denominated in Canadian Dollars, Cdn $100,000), or in the
                      aggregate principal amount of all Loans of the applicable
                      Tranche and type then outstanding; and

                                 (ii)       Swing Line Loans; provided that

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

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

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

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

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

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

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<PAGE>

                      Credit denominated in Canadian Dollars (calculated at the
                      U.S. Dollar Equivalent thereof)

           exceeds

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

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

                      (c)        (i) With respect to the U.S. Term Loans, (A) on
           each Quarterly Payment Date occurring during the period commencing on
           (and including) December 31, 2003 through and including September 30,
           2009, the U.S. Borrower shall make a scheduled repayment of the
           aggregate outstanding principal amount, if any, of all U.S. Term
           Loans in an aggregate amount equal to $456,250, and (B) on each
           Quarterly Payment Date occurring thereafter and on the Stated
           Maturity Date for U.S. Term Loans, the U.S. Borrower shall make a
           scheduled repayment of the aggregate outstanding principal amount, if
           any, of all U.S. Term Loans in an aggregate amount equal to
           $42,887,500 (in each case as such amounts may have been reduced
           pursuant to clause (b) of Section 3.1.2).

                      (ii)       With respect to the Canadian Term Loans, (A) on
           each Quarterly Payment Date occurring during the period commencing on
           (and including) December 31, 2003 through and including September 30,
           2009, the Canadian Borrower shall make a scheduled repayment of the
           aggregate outstanding principal amount, if any, of all Canadian Term
           Loans in an aggregate amount equal to $18,750, and (B) on each
           Quarterly Payment Date occurring thereafter and on the Stated
           Maturity Date for Canadian Term Loans, the Canadian Borrower shall
           make a scheduled repayment of the aggregate outstanding principal
           amount, if any, of all Canadian Term Loans in an aggregate amount
           equal to $1,762,500 (in each case as such amounts may have been
           reduced pursuant to clause (b) of Section 3.1.2).

                      (d)        Following the receipt by Holdings or any of its
           Subsidiaries of any Net Casualty Proceeds in excess of $1,000,000
           (individually or in the aggregate when taken together with all other
           Net Casualty Proceeds and all Net Disposition Proceeds) over the
           course of a Fiscal Year, the U.S. Borrower shall deliver to the
           Administrative Agents a calculation of the amount of such Net
           Casualty Proceeds and the U.S. Borrower or, if such Net Casualty
           Proceeds are received by the Canadian Borrower or one of its
           Subsidiaries, the Canadian Borrower, shall make a mandatory
           prepayment of the Term Loans under its Facility in an amount equal to
           100% of such Net Casualty Proceeds within 30 days of the receipt
           thereof to be applied as set forth in Section 3.1.2; provided that no
           mandatory prepayment on account of Net Casualty Proceeds shall be
           required

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<PAGE>

           under this clause if the U.S. Borrower informs the Administrative
           Agents in writing no later than 30 days following receipt of such Net
           Casualty Proceeds of its or such Subsidiary's good faith intention to
           apply such Net Casualty Proceeds to the rebuilding or replacement of
           the damaged, destroyed or condemned assets or property and the U.S.
           Borrower or such Subsidiary in fact uses such Net Casualty Proceeds
           to rebuild or replace such assets or property within 360 days
           following the receipt of such Net Casualty Proceeds, with the amount
           of such Net Casualty Proceeds unused after such 360-day period being
           applied to the repayment of Term Loans under the applicable Facility
           pursuant to Section 3.1.2; provided, further, that at any time when
           any Payment Default or Event of Default shall have occurred and be
           continuing, all Net Casualty Proceeds (together with Net Disposition
           Proceeds not applied as provided in clause (e) below) shall be
           deposited in an account maintained with the U.S. Administrative Agent
           (or, in the case of all Net Casualty Proceeds (together with Net
           Disposition Proceeds not applied as provided in clause (e) below)
           received by the Canadian Borrower or any of its Subsidiaries, the
           Canadian Revolving Administrative Agent) to pay for such rebuilding,
           replacement or use whenever no Payment Default or Event of Default is
           then continuing or except as otherwise agreed to by the applicable
           Administrative Agent for disbursement at the request of such Borrower
           or such Subsidiary, as the case may be.

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

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

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

                      (h)        Concurrently with the receipt by Holdings of
           any Net Equity Proceeds, Holdings shall deliver to the Administrative
           Agents a calculation of the amount of such Net Equity Proceeds and
           the applicable Borrower shall make a mandatory prepayment of (i)
           first, the U.S. Term Loans and (ii) second, following the repayment
           or prepayment of all U.S. Term Loans, the Canadian Term Loans, in an
           amount equal to 50% of such Net Equity Proceeds to be applied as set
           forth in Section 3.1.2; provided that no such mandatory prepayment
           with respect to any such Net Equity Proceeds shall be required if the
           Leverage Ratio was less than 2.00:1 as of the last day of the most
           recent Fiscal Quarter for which a Compliance Certificate was
           delivered pursuant to clause (e) of Section 7.1.1.

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

                      (j)        The Canadian Borrower and the Canadian Lenders
           acknowledge that the occurrence of the circumstances giving rise to a
           requirement for payment by the Canadian Borrower under clauses (d),
           (e) and (g) constitute "events of failure" within the meaning of
           section 212 (1)(b)(vii) of the Income Tax Act (Canada).
           Notwithstanding the mandatory prepayments contemplated in clauses (f)
           and (h), and after taking into consideration all amounts required to
           be paid by the Canadian Borrower under clause (c)(ii) as in effect on
           the Amendment Effective Date, the aggregate amount of all mandatory
           prepayments by the Canadian Borrower with respect to the Canadian
           Term Loans within the first five years following the date of the
           making of such Canadian Term Loans shall not exceed 25% of the
           initial aggregate principal amount of the Canadian Term Loans, except
           for payments required as a result of an acceleration of the
           Obligations of the Canadian Borrower pursuant to Section 8.2 or 8.3.
           For greater certainty and notwithstanding any other provision of this
           Agreement, the failure of the

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<PAGE>

           Canadian Borrower to make any prepayment contemplated in clauses (f)
           and (h) solely as a consequence of the immediately preceding sentence
           shall not constitute a Default.

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

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

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

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

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

           SECTION 3.2.1. Rates. Subject to Section 2.3.2, pursuant to an
appropriately delivered Borrowing Request or Continuation/Conversion Notice,
each Borrower may elect that Loans comprising a Borrowing accrue interest at a
rate per annum (i) on that portion maintained from time to time as a Base Rate
Loan, equal to the sum of the Alternate Base Rate (if such Loan is a U.S. Loan
or a Canadian Loan denominated in U.S. Dollars) or Canadian Prime Rate (if such
Loan is a Canadian Loan denominated in Canadian Dollars) from time to time in
effect plus the Applicable Margin; provided that Swing Line Loans shall always
accrue interest at the then effective interest rate for Revolving Loans
maintained as Base Rate Loans under the respective Facility plus the Applicable
Margin, and (ii) on that portion maintained as a Eurodollar Loan, during each
Interest Period applicable thereto, equal to the sum of the Eurodollar Rate for
such Interest Period plus the Applicable Margin. All Eurodollar Loans shall bear
interest from and including the first day of the applicable Interest Period to
(but not including) the last day of such Interest Period at the interest rate
determined as applicable to such Eurodollar Loan.

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<PAGE>

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

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

                      (a)        on the Stated Maturity Date therefor;

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

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

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

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

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

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

           SECTION 3.2.4. Interest Act Provision.

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

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

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

           SECTION 3.3. Fees. The respective Borrower agrees to pay the fees set
forth below. Except as otherwise provided in the Engagement Letter, all such
fees shall be non-refundable.

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

           SECTION 3.3.2. Agents' Fee. Each Borrower agrees to pay the fees in
the amounts and on the dates set forth in the Agents' Fee Letter, the Canadian
Revolving Agent's Fee Letter and the Engagement Letter.

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

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<PAGE>

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

                                   ARTICLE IV
              CERTAIN EURODOLLAR, CANADIAN BA AND OTHER PROVISIONS

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

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<PAGE>

           SECTION 4.2. Deposits Unavailable; Circumstances making Canadian BAs
Unavailable. (a) If the applicable Administrative Agent shall have determined in
good faith that (i) deposits in the relevant Currency and amount and for the
relevant Interest Period are not available to it in the interbank eurodollar
market or (ii) by reason of circumstances affecting the interbank eurodollar
market, adequate means do not exist for ascertaining the interest rate
applicable hereunder to Eurodollar Loans then, upon notice from the applicable
Administrative Agent to the applicable Borrower and the applicable Lenders, the
obligations of all such Lenders under Section 2.3 and Section 2.4 to make or
continue any Loans as, or to convert any Loans into, Eurodollar Loans of such
Currency shall forthwith be suspended until the applicable Administrative Agent
shall notify the applicable Borrower and the applicable Lenders that the
circumstances causing such suspension no longer exist.

           (b) If the Canadian Revolving Administrative Agent shall have
determined in good faith that by reason of circumstances affecting the Canadian
money market, there is no market for Canadian BAs, then the right of the
Canadian Borrower to request the acceptance of Canadian BAs and the acceptance
thereof shall be suspended until the Canadian Revolving Administrative Agent
determines that the circumstances causing such suspension no longer exist and
the Canadian Revolving Administrative Agent so notifies the Canadian Borrower.

           SECTION 4.3. Increased Loan Costs, etc. (a) The U.S. Borrower agrees
to reimburse each U.S. Lender for any increase in the cost to such U.S. Lender
of, or any reduction in the amount of any sum receivable by such U.S. Lender in
respect of, such U.S. Lender's Commitments hereunder in respect of Eurodollar
Loans made to it (including the making, continuing or maintaining (or of such
U.S. Lender's obligation to make or continue) any Eurodollar Loans) that arise
in connection with any change in, or the introduction, adoption, effectiveness,
interpretation, reinterpretation or phase-in after the Original Closing Date
(or, with respect to any U.S. Lender that became a U.S. Lender on or subsequent
to the Amendment Effective Date, after the Amendment Effective Date) of, any law
or regulation, directive, guideline, decision or request (whether or not having
the force of law) of any Governmental Authority, except for such changes with
respect to increased capital costs and Taxes which are governed by Sections 4.5
and 4.6, respectively. Each affected U.S. Lender shall promptly notify the U.S.
Administrative Agent and the U.S. Borrower in writing of the occurrence of any
such event, stating, in reasonable detail, the reasons therefor and the
additional amount required fully to compensate such U.S. Lender for such
increased cost or reduced amount. Such additional amounts shall be payable by
the U.S. Borrower directly to such U.S. Lender within five days of its receipt
of such notice, and such notice shall, in the absence of manifest error, be
conclusive and binding on the U.S. Borrower.

           (b) The Canadian Borrower agrees to reimburse each Canadian Lender
for any increase in the cost to such Canadian Lender of, or any reduction in the
amount of any sum receivable by such Canadian Lender in respect of, such
Canadian Lender's Commitments hereunder in respect of Fixed Rate Loans made to
it (including the making, continuing or maintaining (or of such Canadian
Lender's obligation to make or continue) any Canadian Loans as Fixed Rate Loans)
that arise in connection with any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase-in after the Amendment
Effective Date of, any law or regulation, directive, guideline, decision or
request (whether or not having the force of law) of any Governmental Authority,
except for such changes with respect to increased capital costs and

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<PAGE>

Taxes which are governed by Sections 4.5 and 4.6, respectively. Each affected
Canadian Lender shall promptly notify the applicable Canadian Administrative
Agent and the Canadian Borrower in writing of the occurrence of any such event,
stating, in reasonable detail, the reasons therefor and the additional amount
required fully to compensate such Canadian Lender for such increased cost or
reduced amount. Such additional amounts shall be payable by the Canadian
Borrower directly to such Canadian Lender within five days of its receipt of
such notice, and such notice shall, in the absence of manifest error, be
conclusive and binding on the Canadian Borrower.

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

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

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

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

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

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

                                      -75-

<PAGE>

Borrower. In determining such amount, such Lender may use any reasonable method
of averaging and attribution that it (in its sole and absolute discretion) shall
deem applicable; provided that such Lender may not impose materially greater
costs on the Borrowers than on any similarly situated borrower by virtue of any
such averaging or attribution method.

           SECTION 4.6. Taxes. Each Borrower covenants and agrees as follows
with respect to Taxes.

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

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

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

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

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

                      (d)        Subject to clauses (g) and (h), each Borrower
           shall indemnify each applicable Agent and each applicable Lender for
           any Non-Excluded Taxes and Other Taxes levied, imposed or assessed on
           (and whether or not paid directly by) such Agent or Lender (whether
           or not such Non-Excluded Taxes or Other Taxes are correctly or
           legally asserted by the relevant Governmental Authority). Promptly
           upon having knowledge that any such Non-Excluded Taxes or Other Taxes
           have been levied, imposed or assessed,

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<PAGE>

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

                      (e)        Each Non-U.S. Lender that has a U.S.
           Commitment, on or prior to the date on which such Non-U.S. Lender
           becomes a Lender hereunder, shall deliver to the U.S. Borrower and
           the U.S. Administrative Agent either

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

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

           In addition, each Non-U.S. Lender that has a U.S. Commitment agrees
           that from time to time after the Amendment Effective Date, when a
           lapse in time or change in circumstances renders the previous
           certification obsolete or inaccurate in any material respect, it will
           deliver to the U.S. Borrower or the U.S. Administrative Agent two

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<PAGE>

           materially accurate and duly completed original signed replacement
           copies of, as applicable, such form or forms and an Exemption
           Certificate, or it shall immediately notify the U.S. Borrower and the
           U.S. Administrative Agent of its inability to deliver any such form
           or Exemption Certificate.

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

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

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           indemnify pursuant to clause (d) is with respect to an Assignee
           Lender that becomes, at the request of the U.S. Borrower, an Assignee
           Lender as a result of an assignment made at the request of the U.S.
           Borrower.

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

                      (i)        If any Administrative Agent or any Lender
           receives a refund in respect of Taxes as to which it has been grossed
           up by a Borrower pursuant to clause (a)(i) or indemnified by a
           Borrower pursuant to clause (d) and such Administrative Agent or such
           Lender, as applicable, determines in its sole, good faith judgment
           that such refund is attributable to such gross up or indemnification,
           then such Lender or such Administrative Agent, as the case may be,
           shall pay such amount to such Borrower as such Lender or such
           Administrative Agent determines to be the proportion of the refund as
           will leave it, after such payment, in no better or worse financial
           position with respect to Tax liabilities and related expenses than it
           would have been in the absence of such payment. Neither the Lenders
           nor the Administrative Agents shall be obligated to disclose
           information regarding its tax affairs or computations to such
           Borrower in connection with this clause (i) or any other provision of
           this Section 4.6.

           SECTION 4.7. Payments, Computations, etc. Unless otherwise expressly
provided in a Loan Document, all payments by the Borrowers pursuant to each Loan
Document shall be made by the applicable Borrower to the applicable
Administrative Agent for the pro rata account of the Administrative Agent and
the Lenders entitled to receive such payment. All payments shall be made in U.S.
Dollars, except that all payments regarding Canadian Loans or Canadian Letters
of Credit denominated in Canadian Dollars (other than commitment fees payable by
the Canadian Borrower, which payments shall be made in U.S. Dollars), shall be
made in Canadian Dollars, without setoff, deduction or counterclaim (except in
an event contemplated by Section 4.6(h)) not later than 12:00 noon on the date
due in same day or immediately available funds to such account as the applicable
Administrative Agent shall specify from time to time by notice to the applicable
Borrower. Funds received after that time shall be deemed to have been received
by the applicable Administrative Agent on the next succeeding Business Day. The
applicable Administrative Agent shall promptly remit in same day funds to each
Lender its share, if any, of such payments received by such Administrative Agent
for the account of such Lender. All interest (including interest on Eurodollar
Loans) and fees shall be computed on the basis of the

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actual number of days (including the first day but excluding the last day)
occurring during the period for which such interest or fee is payable over a
year comprised of 360 days (or, in the case of interest on a Base Rate Loan, 365
days or, if appropriate, 366 days). Payments due on a day other than a Business
Day shall (except as otherwise required by clause (iii) of the definition of the
term "Interest Period") be made on the next succeeding Business Day and such
extension of time shall be included in computing interest and fees in connection
with that payment.

           SECTION 4.8. Sharing of Payments. If any Secured Party shall obtain
any payment or other recovery (whether voluntary, involuntary, by application of
setoff or otherwise) on account of any Credit Extension or Reimbursement
Obligation (other than pursuant to the terms of Sections 4.3, 4.4, 4.5 or 4.6)
in excess of its pro rata share of payments obtained by all Secured Parties
entitled thereto, such Secured Party shall purchase from the other Secured
Parties such participations in Credit Extensions made by them as shall be
necessary to cause such purchasing Secured Party to share the excess payment or
other recovery ratably (to the extent such other Secured Parties were entitled
to receive a portion of such payment or recovery) with each of them; provided
that if all or any portion of the excess payment or other recovery is thereafter
recovered from such purchasing Secured Party, the purchase shall be rescinded
and each Secured Party which has sold a participation to the purchasing Secured
Party shall repay to the purchasing Secured Party the purchase price to the
ratable extent of such recovery together with an amount equal to such selling
Secured Party's ratable share (according to the proportion of (a) the amount of
such selling Secured Party's required repayment to the purchasing Secured Party
to (b) total amount so recovered from the purchasing Secured Party) of any
interest or other amount paid or payable by the purchasing Secured Party in
respect of the total amount so recovered. Each Borrower agrees that any Secured
Party purchasing a participation from another Secured Party pursuant to this
Section may, to the fullest extent permitted by law, exercise all its rights of
payment (including pursuant to Section 4.9) with respect to such participation
as fully as if such Secured Party were the direct creditor of such Borrower in
the amount of such participation. If under any applicable bankruptcy, insolvency
or other similar law any Secured Party receives a secured claim in lieu of a
setoff to which this Section applies, such Secured Party shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Secured Parties entitled under this Section to
share in the benefits of any recovery on such secured claim.

           SECTION 4.9. Setoff. Each Agent and each Lender shall, upon the
occurrence and during the continuance of any Event of Default described in
clauses (a) through (d) of Section 8.1.9 or, with the consent of the Required
Lenders, upon the occurrence and during the continuance of any other Event of
Default, have the right to appropriate and apply to the payment of the
Obligations owing to it (whether or not then due), and (as security for such
Obligations) each Borrower hereby grants to each Agent and each Lender a
continuing security interest in, any and all balances, credits, deposits,
accounts or moneys of such Borrower then or thereafter maintained with each
Agent and each Lender; provided that any such appropriation and application
shall be subject to the provisions of Section 4.8. Each Agent and each Lender
agrees promptly to notify the applicable Borrower and the applicable
Administrative Agent after any such setoff and application made by each Agent
and each Lender; provided that the failure to give such notice shall not affect
the validity of such setoff and application. The rights of each Agent and each
Lender under this Section are in addition to other rights and remedies
(including

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other rights of setoff under applicable law or otherwise) which such Agent and
such Lender may have.

           SECTION 4.10. Replacement of Lenders. If any Lender (an "Affected
Lender") (x) makes a demand upon a Borrower for (or if a Borrower is otherwise
required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6 (and the payment of
such amounts are more onerous in the reasonable judgment of such Borrower than
with respect to the other Lenders), or gives notice pursuant to Section 4.1
requiring a conversion of such Affected Lender's Fixed Rate Loans to Base Rate
Loans or suspending such Lender's obligation to make Loans as, or to convert
Loans into, Fixed Rate Loans, or (y) is then subject to a Lender Default, such
Borrower may, within 30 days of receipt by such Borrower of such demand or
notice or of such Lender Default, as the case may be, give notice (a
"Replacement Notice") in writing to the Agents and such Affected Lender of its
intention to replace such Affected Lender with a financial institution or other
Person (a "Replacement Lender") designated in such Replacement Notice; provided
that no Replacement Notice may be given by such Borrower and no such replacement
may occur if (i) such replacement conflicts or would conflict with any
applicable law or regulation, (ii) unless the Agents otherwise consent, any
Event of Default shall have occurred and be continuing at the time of the giving
of such notice or the time of such replacement or (iii) prior to the giving of
such notice or the time of any such replacement, such Lender, in such Borrower's
reasonable judgment, shall have taken any necessary action under Section 4.3,
4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of
amounts owing pursuant to Section 4.3, 4.5 or 4.6 or shall have cured the
failure or other event that resulted in any relevant Lender Default. If the
applicable Administrative Agent shall, in the exercise of its reasonable
discretion and within five Business Days of its receipt of such Replacement
Notice, notify the applicable Borrower and such Affected Lender in writing that
the Replacement Lender is satisfactory to such Administrative Agent (such
consent not being required where the Replacement Lender is already a Lender),
then such Affected Lender shall, subject to the payment of any amounts due to
the Affected Lender pursuant to Section 4.4, assign, in accordance with Section
12.11, all of its Commitments, Loans, Notes (if any) and other rights and
obligations under this Agreement and all other Loan Documents (including
Reimbursement Obligations, if applicable, under the affected Facility or
Facilities) to such Replacement Lender; provided that (i) such assignment shall
be without recourse, representation or warranty and shall be on terms and
conditions reasonably satisfactory to such Affected Lender and such Replacement
Lender, (ii) the purchase price paid by such Replacement Lender shall be in the
amount of such Affected Lender's Loans and its applicable Percentage of
outstanding Reimbursement Obligations, together with all accrued and unpaid
interest and fees in respect thereof, plus all other amounts (including the
amounts demanded and unreimbursed under Sections 4.3, 4.5 and 4.6), owing to
such Affected Lender hereunder and (iii) such Borrower shall pay to the Affected
Lender and such Administrative Agent to the extent so requested all reasonable
out-of-pocket expenses incurred by the Affected Lender and the Agents in
connection with such assignment and assumption (including the processing fees
described in Section 12.11). Upon the closing date of an assignment described
above, the Replacement Lender shall become a "Lender" for all purposes under
this Agreement and the other Loan Documents.

           SECTION 4.11. Change of Lending Office. Each Lender agrees that if it
makes any demand for payment under Sections 4.3, 4.4, 4.5 or 4.6, or if any
introduction or change of the type described in Section 4.1 shall occur with
respect to it, it will use reasonable efforts

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(consistent with its internal policy and legal and regulatory restrictions and
so long as such efforts would not be disadvantageous to it, as determined in its
sole discretion) to designate a different lending office if the making of such a
designation would reduce or obviate the need for a Borrower to make payments
under Section 4.3, 4.4, 4.5 or 4.6, or would eliminate or reduce the effect of
any introduction or change described in Section 4.1.

                                   ARTICLE V
                         CONDITIONS TO CREDIT EXTENSIONS

           SECTION 5.1. [INTENTIONALLY OMITTED].

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

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

           SECTION 5.2.2. Credit Extension Request, etc. Subject to Section
2.3.2, the applicable Administrative Agent shall have received a Borrowing
Request if Loans are being requested, or an Issuance Request if a Letter of
Credit is being requested or extended. Each of the delivery of a Borrowing
Request or Issuance Request and the acceptance by a Borrower of the proceeds of
such Credit Extension shall constitute a representation and warranty by such
Borrower that on the date of such Credit Extension (both immediately before and
after giving effect to such Credit Extension and the application of the proceeds
thereof) the statements made in Section 5.2.1, are true and correct in all
material respects.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

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

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warranties are stated to relate to a specific earlier date in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date).

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

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

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

           SECTION 6.4. Validity, etc. Each Loan Document and the Gentek
Acquisition Documents to which each Obligor is a party constitute, or will, on
the due execution and delivery

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thereof by such Obligor, constitute, the legal, valid and binding obligations of
such Obligor, enforceable against it in accordance with their respective terms
(except, in any case, as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally and by principles of equity).

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

           SECTION 6.6. No Material Adverse Effect. There has been no event,
occurrence, omission or change which has resulted in a Material Adverse Effect
since December 31, 2002.

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

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

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

           SECTION 6.10. Ownership of Properties. Each of Holdings, each
Borrower and each Subsidiary of each Borrower maintains (i) in the case of
material owned real property, good and marketable fee title to, (ii) in the case
of material owned personal property, good and valid title to, or (iii) in the
case of material leased real or personal property, valid and enforceable
leasehold interests (as the case may be) in, all of such properties and assets,
real and personal, tangible and intangible, of any nature whatsoever, free and
clear in each case of all Liens, except for Liens permitted pursuant to Section
7.2.3. Item 6.10 of the Disclosure Schedule contains a complete

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and accurate description, by owner/lessor and location (by street address) of
all owned and/or leased real properties as of the Amendment Effective Date (as
supplemented from time to time with information provided by Holdings in the
Compliance Certificate delivered by Holdings to the Agents pursuant to clause
(e) of Section 7.1.1; provided that Item 6.10 shall not be required to be
supplemented at any time other than such times as the Compliance Certificate is
delivered or required to be delivered hereunder).

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

           SECTION 6.12. Pension and Welfare Plans.

                      (a)        During the twelve-consecutive-month period
           prior to the date of the execution and delivery of this Agreement and
           prior to the date of any Credit Extension hereunder, (i) no steps
           have been taken to terminate any U.S. Pension Plan, (ii) no
           contribution failure has occurred with respect to any U.S. Pension
           Plan sufficient to give rise to a Lien under Section 302(f) of ERISA
           and (iii) no steps have been taken to effect a partial or complete
           withdrawal from any U.S. Multiemployer Plan, in each case which could
           (individually or in the aggregate) reasonably be expected to result
           in liabilities of Holdings or any of its Subsidiaries in excess of
           $5,000,000 or a Material Adverse Effect. No condition exists or event
           or transaction has occurred with respect to any U.S. Pension Plan
           which could reasonably be expected to result in the incurrence by
           Holdings, either Borrower or any member of the Controlled Group of
           any material liability, fine or penalty, that could (individually or
           in the aggregate) reasonably be expected to result in liabilities in
           excess of $5,000,000 or a Material Adverse Effect. None of Holdings,
           either Borrower nor any member of the Controlled Group has any
           contingent liability with respect to any post-retirement benefit
           under a U.S. Welfare Plan, other than liability for continuation
           coverage described in Part 6 of Subtitle B of Title I of ERISA, which
           could reasonably be expected to result in a Material Adverse Effect.

                      (b)        During the twelve-consecutive-month period
           before the date of the execution and delivery of this Agreement and
           before the date of any Credit Extension hereunder, (i) no steps have
           been taken to terminate any Canadian Pension Plan and (ii) no
           contribution failure has occurred with respect to any Canadian
           Pension Plan that, individually or in the aggregate could reasonably
           be expected to result in a Material Adverse Effect. No condition
           exists and no event or transaction has occurred with respect to any
           Canadian Pension Plan which could reasonably be expected to result in
           the incurrence by Holdings or any of its Subsidiaries of any
           liability, fine or penalty that could (individually or in the
           aggregate) reasonably be expected to result in liabilities in excess
           of $5,000,000 or a Material Adverse Effect. Except as disclosed in
           the financial

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           statements required to be provided pursuant to this Agreement or as
           otherwise disclosed in writing from time to time to the
           Administrative Agents, neither Holdings nor any of its Subsidiaries
           has any liability, including without limitation a contingent
           liability, with respect to any benefit under a Canadian Pension Plan
           or Canadian Welfare Plan which could reasonably be expected to result
           in a Material Adverse Effect.

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

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

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

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

                      (c)        there have been no Releases of Hazardous
           Materials at, on or under or from any property or facility now owned,
           leased or operated by Holdings, or to the knowledge of Holdings,
           either Borrower or any of their respective Subsidiaries previously
           owned, leased or operated by Holdings, either Borrower or any of
           their

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           respective Subsidiaries, that could (individually or in the
           aggregate) reasonably be expected to have a Material Adverse Effect;

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

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

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

                      (g)        none of Holdings, the Borrowers nor any of
           their respective Subsidiaries has transported or arranged for the
           transportation of any Hazardous Material to any location which is
           listed or proposed for listing on the National Priorities List
           pursuant to CERCLA, on the CERCLIS or on any similar state list or
           which, to either Borrower's knowledge, is the subject of federal,
           state or local enforcement actions or other investigations which may
           lead to material claims against Holdings, either Borrower or such
           Subsidiary for any investigatory or remedial work, damage to natural
           resources or personal injury or property damage, including claims
           under CERCLA, which could (individually or in the aggregate)
           reasonably be expected to have a Material Adverse Effect;

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

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

                      (j)        no conditions exist at, on or under any
           property now or previously owned or leased by Holdings or either
           Borrower or any of their respective Subsidiaries, or to the

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           knowledge of Holdings or either Borrower, at any property previously
           owned or leased by Holdings, either Borrower or any of their
           respective Subsidiaries, that could, with the passage of time, or the
           giving of notice or both, reasonably be expected (individually or in
           the aggregate) to have a Material Adverse Effect under any
           Environmental Law.

           SECTION 6.14. Accuracy of Information. None of the factual
information heretofore or contemporaneously furnished in writing to any Agent or
any Lender by or on behalf of any Obligor in connection with any Loan Document
or any transaction contemplated hereby (including the Gentek Acquisition), taken
as a whole, contains any untrue statements of material fact, or omits to state
any material facts necessary in either case to make such information taken as a
whole not materially misleading in light of the circumstances under which such
information was provided and no other factual information hereafter furnished in
connection with any Loan Document by or on behalf of any Obligor, any Agent or
to any Lender will contain any untrue statements of material fact or will omit
to state any material facts in either case necessary to make such information
taken as a whole not materially misleading on the date as of which such
information is dated or certified in light of the circumstances under which such
information was provided. Notwithstanding the foregoing, all financial
projections that have been or are hereafter made available to any Lender or any
of the Agents by Holdings or any of its Subsidiaries or any of their respective
representatives in connection with the transactions contemplated hereby (the
"Projections") (including the Projections included in the bank memorandum
furnished to the Lenders with respect to the Borrowers and the other Obligors
and the pro forma balance sheet furnished pursuant to Section 3.15 of the
Amendment Agreement) have been or, in the case of the Projections made available
after the date hereof, will be prepared in good faith based upon assumptions
believed by Holdings and its Subsidiaries to be reasonable at the time such
assumptions were made (it being recognized by each of the Lenders and the
Agents, however, that projections as to future events are not to be viewed as
facts and that the actual results during the period or periods covered by the
Projections will probably differ from the projected results and such differences
may be material).

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

           SECTION 6.16. Issuance of Subordinated Debt, Status of Obligations as
Senior Indebtedness, etc. The subordination provisions contained in the Other
Debt Documents applicable to the Unsecured Transaction Debt that is subordinated
are enforceable against the holders of the applicable Unsecured Transaction Debt
by the holder of any "Senior Indebtedness" or similar term referring to the
Obligations (as defined in the applicable Other Debt Documents). All
Obligations, including those to pay principal of and interest (including
interest accruing subsequent to the filing of, or which would have accrued but
for the filing of, a petition for bankruptcy, reorganization or similar
proceeding, whether or not allowed as a claim under such proceeding) on the
Loans and Reimbursement Obligations, and fees and expenses in connection
therewith, constitute "Senior Indebtedness" or similar term relating to the
Obligations

                                      -88-

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(as defined in the applicable Other Debt Documents) and all such Obligations are
entitled to the benefits of the subordination created by such Other Debt
Documents. In furtherance of, and without limiting the effect of, the foregoing,
the Obligations of the U.S. Borrower constitute "Bank Indebtedness" under the
Senior Subordinated Note Indenture. Each Borrower acknowledges that each Agent,
each Lender and each Issuer is entering into this Agreement and is extending its
Commitments in reliance upon the subordination provisions of the Other Debt
Documents relating to the Unsecured Transaction Debt.

           SECTION 6.17. Solvency. After giving effect to each Credit Extension
hereunder, Holdings, each Borrower and each Subsidiary Guarantor (taken
together) are Solvent.

                                  ARTICLE VII
                                   COVENANTS

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

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

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

                      (b)        as soon as available and in any event within 90
           days after the end of each Fiscal Year, a copy of the consolidated
           balance sheet of Holdings and the related

                                      -89-

<PAGE>

           consolidated statements of income and cash flows of Holdings for such
           Fiscal Year, setting forth in comparative form the figures for the
           immediately preceding Fiscal Year and comparable budgeted figures for
           such period in each case audited (without any Impermissible
           Qualification) by a nationally recognized accounting firm or other
           independent public accountants reasonably acceptable to the Agents,
           which shall include a separate report from such independent public
           accountants that in connection with their audit, nothing came to the
           attention of such accountants that Holdings and its Subsidiaries were
           not in compliance with the terms, covenants, provision and conditions
           of Section 7.2.4 insofar as they relate to accounting matters
           (including the application of accounting terms in connection with the
           covenants set forth in Section 7.2.4);

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

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

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

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

                      (g)        as soon as possible and in any event within
           three Business Days after any officer of any Obligor obtains
           knowledge of the occurrence of a Default, a statement of

                                      -90-

<PAGE>

           an Authorized Officer of Holdings or the U.S. Borrower setting forth
           details of such Default and the action which such Obligor has taken
           and proposes to take with respect thereto;

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

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

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

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

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

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

                                      -91-
<PAGE>

         in any 90-day period, such other financial and other information as
         such Lender or Issuer may reasonably request.

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

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

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

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

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

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

         All such insurance shall be written by financially responsible
companies selected by Holdings and such Borrower and (except for automobile
insurance) having an A.M. Best rating

                                      -92-

<PAGE>

of "A" (or any equivalent successor rating) or better and being in a financial
size category of VII or larger (or an equivalent rating of any successor
publication of a similar nature), or by other companies acceptable to the
Administrative Agents. Holdings shall cause each of the other Obligors to, and
each Borrower shall, keep its property insured in favor of, with respect to the
U.S. Collateral, the U.S. Administrative Agent and, with respect to the Canadian
Collateral, the Canadian Revolving Administrative Agent, and all policies
(including mortgage title insurance policies) or certificates (or certified
copies thereof) with respect to casualty, commercial, general liability,
automobile and property insurance) (i) shall be endorsed to the applicable
Administrative Agent's satisfaction for the benefit of such Administrative Agent
and (ii) shall name the applicable Administrative Agent as mortgagee or lender
loss payee, as applicable (to the extent covering risk of loss or damage to
tangible property), and as an additional named insured as its interests may
appear (to the extent covering any other risk). Each policy referred to in this
Section 7.1.4 shall provide that (i) the respective insurers irrevocably waive
any and all rights of subrogation with respect to the applicable Administrative
Agent, (ii) it will not be canceled or reduced, or allowed to lapse without
renewal, except after not less than 30 days' written notice (or, in the case of
non-payment of premiums, 10 days' notice) to the applicable Administrative Agent
and (iii) the interests of the applicable Administrative Agent and Lenders shall
not be invalidated by (A) any act or negligence of Holdings or either Borrower,
any of their respective Subsidiaries or any Person having an interest in any
property covered by a Mortgage or (B) occupancy or use of any such property for
purposes more hazardous than permitted by such policy. Each of Holdings and each
Borrower will advise the Administrative Agents promptly of any significant
policy cancellation (other than any such cancellation in connection with the
replacement thereof), reduction or amendment. Each of the U.S. Administrative
Agent and the Canadian Revolving Administrative Agent, as the case may be,
agrees to turn over to the relevant Borrower or relevant Subsidiary any
insurance proceeds received by it as loss payee following receipt by such
Administrative Agent of written notice from the relevant Borrower or its
relevant Subsidiary of its intended use of such proceeds, to the extent such
proceeds are not required to be (i) applied at such time to repay Loans or Cash
Collateralize Letter of Credit Outstandings or held in an account by such
Administrative Agent pursuant to Section 3.1.1 or (ii) held by such
Administrative Agents pursuant to the terms of any Mortgage or Security and
Pledge Agreement.

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

         Without limiting the obligations of Holdings and its Subsidiaries under
the foregoing provisions of this Section 7.1.4, in the event Holdings, either
Borrower or any of their respective

                                      -93-

<PAGE>

Subsidiaries, as the case may be, shall fail to maintain in full force and
effect insurance as required by the foregoing provisions of this Section 7.1.4,
or if Holdings, either Borrower or any of their respective Subsidiaries, as the
case may be, shall fail to endorse and deposit all policies or certificates with
respect thereto, then the applicable Administrative Agent may (upon notice to
Holdings, the respective Borrower or the respective Subsidiary, as the case may
be), but shall have no obligation so to do, procure insurance covering the
interests of the Lenders and such Administrative Agent in such amounts and
against such risks as such Administrative Agent (or the Required Lenders) shall
deem reasonably appropriate, and Holdings, the respective Borrower or the
respective Subsidiary, as the case may be, shall reimburse such Administrative
Agent in respect of any premiums, costs and expenses paid by such Administrative
Agent in procuring such insurance to the extent such premiums, costs and
expenses do not exceed the premiums, costs and expenses necessary to obtain the
insurance required above pursuant to this Section 7.1.4.

         SECTION 7.1.5. Bank Meeting; Books and Records. (a) The Required
Lenders, any Administrative Agent or the Syndication Agent may request, at their
election upon reasonable notice to Holdings and the Borrowers, a bank meeting to
be held by Holdings and the Borrowers at a location reasonably determined by the
Required Lenders, such Administrative Agent or Syndication Agent, as the case
may be; provided that Holdings and the Borrowers shall not be required to hold
more than one bank meeting in any Fiscal Year; provided further, that, if a
Default has occurred and is continuing and a bank meeting pursuant to this
clause (a) has theretofore been held in the Fiscal Year in which such Default
has occurred, the Required Lenders, any Administrative Agent or the Syndication
Agent may request, at their election at reasonable times and intervals upon
reasonable notice to Holdings and the Borrowers, a bank meeting by conference
telephone.

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

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

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

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

         SECTION 7.1.7. Use of Proceeds. The Borrowers shall use the Credit
Extensions solely for the following purposes:

                  (a)      In the case of the U.S. Term Loans, to repay the
         Original Term Loans and to pay any interest accrued and unpaid as of
         the Amendment Effective Date with respect thereto, to pay accrued and
         unpaid commitment fees under the Original Credit Agreement, to repay
         certain Indebtedness of Gentek U.S., to finance a portion of the Gentek
         Acquisition and to pay fees and expenses attributable to this Agreement
         and the Gentek Acquisition.

                  (b)      In the case of the Canadian Term Loans, to repay
         certain Indebtedness of the Canadian Borrower.

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

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

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

                                      -95-

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

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

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

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

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

                                      -96-

<PAGE>

         opinions shall be in form and substance reasonably satisfactory to the
         Administrative Agents; and

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

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

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

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

                  (b)      subject to the last sentence of this Section, (i) the
         U.S. Borrower and each U.S. Subsidiary Guarantor shall, pursuant to a
         Security and Pledge Agreement (as supplemented, if necessary, by a
         Foreign Pledge Agreement), deliver to the U.S. Administrative Agent,
         for its benefit and that of the applicable Secured Parties, (x)
         certificates evidencing all of the issued and outstanding Capital Stock
         of each Person that has become a direct Subsidiary of the U.S. Borrower
         or such U.S. Subsidiary Guarantor and (y) certificates evidencing all
         additional issued and outstanding Capital Stock of an existing
         Subsidiary owned directly by the U.S. Borrower or such U.S. Subsidiary
         Guarantor (provided that, for purposes of each of the immediately
         preceding clauses (x) and (y), subject to the last sentence of this
         Section, not more than 65% of the Capital Stock of any Foreign
         Subsidiary shall be so pledged to the U.S. Administrative Agent to
         secure the Obligations of the U.S. Borrower and the U.S. Subsidiary
         Guarantors) and (ii) the Canadian Borrower and each Canadian Subsidiary
         Guarantor shall, pursuant to a Security and Pledge Agreement (as
         supplemented, if necessary, by a Foreign Pledge Agreement), pledge to
         the Canadian Revolving Administrative Agent, for its benefit and

                                      -97-

<PAGE>

         that of the applicable Secured Parties, (x) all of the outstanding
         shares of Capital Stock of each Person that has become a direct
         Subsidiary of the Canadian Borrower or such Canadian Subsidiary
         Guarantor and (y) all additional shares of Capital Stock of an existing
         Subsidiary owned directly by the Canadian Borrower or any such Canadian
         Subsidiary Guarantor (it being understood and agreed that all of the
         Capital Stock pledged pursuant to this clause (b)(ii) shall only secure
         the Obligations of the Canadian Borrower and the Canadian Subsidiary
         Guarantors), in the case of each of clauses (i) and (ii), together with
         undated stock powers for such certificates, executed in blank (or, if
         any such shares of Capital Stock are uncertificated, confirmation and
         evidence reasonably satisfactory to such Administrative Agent that the
         security interest in such uncertificated securities has been
         transferred to and perfected by such Administrative Agent, for the
         benefit of the Secured Parties, in accordance with Article 8 of the UCC
         or any other similar or local or foreign law which may be applicable);

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

                  (d)      the applicable Borrower or, if not such Borrower, the
         applicable Subsidiary Guarantor that will own shares of the Capital
         Stock of such Person shall, pursuant to the applicable Security and
         Pledge Agreement, deliver to the applicable Administrative Agent (i)
         executed copies of Filing Statements naming such Obligor as a debtor
         and such Administrative Agent as the secured party, or other similar
         instruments or documents to be filed under the Uniform Commercial Code
         of all jurisdictions (or the equivalent under local law) as may be
         necessary, in the reasonable opinion of such Administrative Agent, to
         perfect the security interests of such Administrative Agent pursuant to
         the applicable Security and Pledge Agreement, (ii) executed copies of
         proper UCC termination statements (Form UCC-3) (or the equivalent under
         local law), if any, necessary to release all Liens and other rights of
         any Person in any collateral described in the applicable Security and
         Pledge Agreement previously granted by any Person, except to the extent
         such Liens are otherwise permitted hereunder, (iii) to the extent
         requested by such Administrative Agent, certified copies of UCC
         Requests for Information or Copies (Form UCC-11) or a similar search
         report listing all effective financing statements which name such
         Person (under its present name and any previous names under which it
         has conducted business during the five-year period prior to the
         Amendment Effective Date) as the debtor and which are filed in the
         jurisdictions in which filings are to be made pursuant to clause (i)
         above, together with copies of such financing statements (none of which
         shall cover any collateral described in any Loan Document, except to
         the extent

                                      -98-

<PAGE>

         such Liens are otherwise permitted hereunder or are being released
         pursuant to clause (ii) above), together, in each case, with such
         opinions of legal counsel as the Agents may reasonably request, which
         legal opinions shall be in form and substance reasonably satisfactory
         to such Agents; and

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

         The Agents shall be satisfied that the Lien granted to the applicable
Administrative Agent, for the benefit of the applicable Secured Parties in the
collateral described above is a first priority (or local equivalent thereof)
security interest, subject only to Liens permitted hereunder and no Lien exists
on any of the collateral described above other than the Lien created in favor of
the applicable Administrative Agent, for the benefit of the applicable Secured
Parties, pursuant to a Loan Document, and the other Liens permitted hereunder.
The U.S. Borrower agrees that if, as a result of a change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive or guideline of any Governmental
Authority, (i) a Foreign Subsidiary of the U.S. Borrower is permitted to execute
and deliver a supplement to the U.S. Subsidiary Guaranty or the U.S. Subsidiary
Security and Pledge Agreement or (ii) the U.S. Borrower or any U.S. Subsidiary
is permitted to pledge more than 66 2/3% of the Capital Stock of any Foreign
Subsidiary or any intercompany Indebtedness owing to any direct or indirect
Foreign Subsidiary of the U.S. Borrower evidenced by a note or other instrument
to secure the Obligations of the U.S. Borrower, in any such case without causing
any undistributed earnings of such Foreign Subsidiary as determined for United
States federal income tax purposes to be treated as a deemed dividend to such
Foreign Subsidiary's U.S. parent for United States federal income tax purposes
or without causing material adverse tax consequences to Holdings, the U.S.
Borrower or such Subsidiary, then the provisions of clause (a) of this Section
7.1.9 shall thereafter apply to any Foreign Subsidiary and/or (as the case may
be) the provisions of clause (b) of this Section 7.1.9 shall thereafter apply to
100% of the Capital Stock of such Foreign Subsidiary (or such lesser amount that
can be pledged without causing any such adverse tax consequences).

         SECTION 7.1.10. Additional Collateral; Insurance. (a) Without limiting
the provisions of Sections 7.1.8 and 7.1.9, Holdings and the U.S. Borrower
shall, and shall cause each of their respective wholly-owned U.S. Subsidiaries
and Canadian Subsidiaries to, cause the Lenders to have at all times a first
priority perfected security interest (subject only to Permitted Liens) in all of
the personal property owned from time to time by each such Person to the extent
the same constitutes or would constitute collateral under the applicable
Security and Pledge Agreement.

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

                                     -99-

<PAGE>

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

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

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

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

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

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

                  (b)      evidence satisfactory to the Administrative Agents
         that such action (including, without limitation, the filing of
         appropriately completed Uniform Commercial Code financing statements
         and the recording of the Mortgage Amendments) as may be necessary or as
         the Administrative Agents shall have reasonably requested to perfect
         the

                                      -100-

<PAGE>

         Liens created pursuant to the Mortgage Amendments, and to continue the
         perfection of the Liens created pursuant to the Original Mortgages,
         shall have been taken, or that arrangements therefor satisfactory to
         the Administrative Agents shall have been made;

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

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

                  (e)      evidence satisfactory to the Administrative Agents
         that the U.S. Borrower has paid or made arrangements satisfactory to
         the Administrative Agents to pay to the Title Company all expenses and
         premiums of the Title Company in connection with the issuance of such
         policies and in addition shall have paid or made arrangements
         satisfactory to the Administrative Agents to pay to the Title Company
         an amount equal to the recording and stamp taxes payable in connection
         with recording the Mortgage Amendments in the appropriate county land
         offices; and

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

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

         SECTION 7.1.13. Holdings Stockholders Agreement. To the extent that
Holdings receives any cash contributions from its stockholders under the
Holdings Stockholders Agreement, Holdings shall use its best efforts to make a
capital contribution to the U.S. Borrower of the proceeds of such payments
received by Holdings.

                                     -101-

<PAGE>

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

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

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

                  (a)      Indebtedness in respect of the Obligations;

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

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

                  (d)      Indebtedness of the U.S. Borrower constituting
         Unsecured Transaction Debt in an aggregate principal amount not to
         exceed $165,000,000 (plus any interest thereon that is paid-in-kind),
         and unsecured Contingent Liabilities of Holdings and the Subsidiary
         Guarantors under the Other Debt Documents governing such Unsecured
         Transaction Debt;

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

                  (f)      Indebtedness of the U.S. Borrower and its
         Subsidiaries (i) in respect of industrial revenue bonds or other
         similar governmental or municipal bonds, (ii) evidencing the deferred
         purchase price of newly acquired property or incurred to finance the
         acquisition of property of the U.S. Borrower and its Subsidiaries
         (pursuant to purchase money mortgages or otherwise, whether owed to the
         seller or a third party) used in the ordinary course of business of the
         U.S. Borrower and its Subsidiaries (provided that such Indebtedness is
         incurred within 90 days of the acquisition of such property) and (iii)
         Capitalized Lease Liabilities; provided that the aggregate amount of
         all Indebtedness outstanding pursuant to this clause shall not at any
         time exceed $7,500,000;

                  (g)      Indebtedness of any U.S. Subsidiary Guarantor owing
         to the U.S. Borrower or any other U.S. Subsidiary Guarantor or
         Indebtedness of any Canadian Subsidiary Guarantor owing to the Canadian
         Borrower or any other Canadian Subsidiary

                                     -102-

<PAGE>

         Guarantor, which Indebtedness, if evidenced by one or more Intercompany
         Notes and payable to such Borrower or such Subsidiary Guarantor, shall
         be duly executed and delivered in pledge to the applicable
         Administrative Agent pursuant to a Security and Pledge Agreement;

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

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

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

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

                  (l)      unsecured Indebtedness of Holdings or a Borrower in
         respect of Permitted Seller Notes, so long as the aggregate principal
         amount of Permitted Seller Notes issued, when aggregated with the
         aggregate principal amount of Indebtedness assumed or acquired pursuant
         to clause (m) of this Section 7.2.2, does not exceed $5,000,000 with
         respect to any Permitted Seller Notes issued by the Canadian Borrower
         and $10,000,000 in the aggregate with respect to Permitted Seller Notes
         issued by Holdings and each Borrower (as such amount may be increased
         through interest that is capitalized or paid-in-kind);

                  (m)      Indebtedness of a Person existing at the time such
         Person became a Subsidiary of the U.S. Borrower (such Person, an
         "Acquired Person"), together with all Indebtedness assumed by the U.S.
         Borrower, Holdings or any of their respective

                                     -103-

<PAGE>

         Subsidiaries in connection with any Permitted Acquisition, including
         any Permitted Acquisition of assets (all such Indebtedness being
         referred to in this clause (m) as "Assumed Indebtedness"), which does
         not exceed $10,000,000 in the aggregate for all Permitted Acquisitions
         made since the Original Closing Date, but only to the extent that such
         Indebtedness was not created or incurred in contemplation of such
         Person becoming a Subsidiary or such Permitted Acquisition;

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

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

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

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

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

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

                                     -104-

<PAGE>

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

                  (u)      Qualifying Subordinated Debt; and

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

provided that no Indebtedness otherwise permitted by clauses (f), (h) (m), (u)
or (v) shall be assumed or otherwise incurred if a Default has occurred and is
then continuing or would result therefrom.

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

                  (a)      Liens securing payment of the Obligations;

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

                  (c)      Liens existing as of the Amendment Effective Date and
         disclosed and described in Item 7.2.3(c) of the Disclosure Schedule
         securing Indebtedness described in clause (c) of Section 7.2.2, and
         refinancings of such Indebtedness; provided that no such Lien shall
         encumber any additional property and the amount of Indebtedness secured
         by such Lien is not increased from that existing on the Amendment
         Effective Date (as such Indebtedness may have been permanently reduced
         subsequent to the Amendment Effective Date);

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

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

                                     -105-

<PAGE>

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

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

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

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

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

                  (k)      Liens securing Indebtedness of the type permitted by
         clauses (h), (i), (j) and (v) of Section 7.2.2 and covering only assets
         of the Foreign Subsidiary obligated under such Indebtedness;

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

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

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

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

                  (p)      all reservations, limitations, provisos and
         conditions expressed in any original grant from the Crown in respect of
         any lands and premises of the Canadian

                                     -106-

<PAGE>

         Borrower or a Canadian Subsidiary or in any comparable grant in
         jurisdictions other than Canada, provided they do not, in the
         aggregate, materially detract from the value of, or materially
         interfere with the use or operation of the property;

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

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

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

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

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

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

<TABLE>
<CAPTION>
                                                                                      Leverage
                       Fiscal Quarter                                                   Ratio
                       --------------                                                 --------
<S>                                                                                   <C>
The third and fourth Fiscal Quarters of the 2003 Fiscal Year                           4.60:1

The first and second Fiscal Quarters of the 2004 Fiscal Year                           4.50:1

The third Fiscal Quarter of the 2004 Fiscal Year                                       4.25:1

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

                                     -107-

<PAGE>

<TABLE>
<CAPTION>
                                                                                      Leverage
                       Fiscal Quarter                                                   Ratio
                       --------------                                                 --------
<S>                                                                                   <C>
The third Fiscal Quarter of the 2005 Fiscal Year                                       3.75:1

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

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

The third Fiscal Quarter of the 2006 Fiscal Year and each Fiscal
Quarter thereafter                                                                     3.00:1
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                      Interest
                      Fiscal Quarter                                               Coverage Ratio
                      --------------                                               --------------
<S>                                                                                <C>
The third and fourth Fiscal Quarters of the 2003 Fiscal Year and
the first Fiscal Quarter of the 2004 Fiscal Year                                       2.80:1

The second, third and fourth Fiscal Quarters of the 2004 Fiscal
Year and the first Fiscal Quarter of the 2005 Fiscal Year                              2.90:1

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

The second Fiscal Quarter of the 2006 Fiscal Year and each Fiscal
Quarter thereafter                                                                     3.50:1
</TABLE>

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

                                     -108-

<PAGE>

<TABLE>
<CAPTION>
                                                                                    Fixed Charge
                       Fiscal Quarter                                              Coverage Ratio
                       --------------                                              ---------------
<S>                                                                                <C>
The third and fourth Fiscal Quarters of the 2003 Fiscal Year, the
first, second, third and fourth Fiscal Quarters of the 2004 Fiscal
Year and the first Fiscal Quarter of the 2005 Fiscal Year                              1.30:1

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

The second Fiscal Quarter of the 2006 Fiscal Year and each Fiscal
Quarter thereafter                                                                     1.50:1
</TABLE>

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

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

                  (b)      cash and Cash Equivalent Investments;

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

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

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

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

                                     -109-

<PAGE>

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

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

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

                  (j)      Investments in respect of Permitted Acquisitions;

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

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

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

                  (n)      Restricted Payments permitted pursuant to Section
         7.2.6;

                  (o)      Investments by the U.S. Borrower in the form of
         intercompany loans to Holdings the proceeds of which are used to make
         payments permitted pursuant to Section 7.2.6;

                  (p)      Investments pursuant to Hedging Obligations permitted
         hereunder;

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

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

                                     -110-

<PAGE>

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

                  (t)      other Investments by the U.S. Borrower and its
         Subsidiaries in an amount not to exceed $7,500,000 over the term of
         this Agreement, net of repayments or refunds thereof (but without
         regard to the effect of any write offs or write downs thereof) plus
         other Investments (including Investments constituting Foreign Permitted
         Acquisitions) to the extent financed with new equity proceeds (not
         subject to clause (h) of Section 3.1.1) received by Holdings (and
         contributed to the U.S. Borrower) or Capital Stock of Holdings;

                  (u)      Investments in respect of the Gentek Acquisition; and

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

provided that

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

                  (ii)     (ii) notwithstanding anything to the contrary
         contained above in this Section 7.2.5, to the extent that any
         Designated U.S. Subsidiary Guarantor has theretofore received an
         Investment pursuant to clause (e) (i) above (exclusive of any
         Investment from another Designated U.S. Subsidiary Guarantor) and such
         Designated U.S. Subsidiary Guarantor thereafter makes a Restricted
         Payment pursuant to clause (c)(i) of Section 7.2.6 to a Foreign
         Subsidiary, the amount of such Restricted Payment (up to the amount of
         any such Investment theretofore received by such Designated U.S.
         Subsidiary Guarantor which has not theretofore been repaid, refunded or
         returned (including, without limitation, by way of an Investment or as
         a Restricted Payment) to the U.S. Borrower or U.S. Subsidiary Guarantor
         that made such Investment) shall be treated as an Investment made in
         such Foreign Subsidiary pursuant to clause (t) or (v) above, as
         applicable (it being understood that any repayment, refund or return of
         such Investment to the U.S. Borrower or U.S. Subsidiary Guarantor shall
         be treated as a return of the initial Investment made in such
         Designated U.S. Subsidiary Guarantor); and

                  (iii)    no Investment otherwise permitted by clauses (f),
         (j), (t), (u) or (v) shall be permitted to be made if any Default has
         occurred and is continuing or would result therefrom.

                                     -111-

<PAGE>

         SECTION 7.2.6. Restricted Payments, etc. Holdings and the Borrowers
will not, and will not permit any of their respective Subsidiaries to, declare
or make a Restricted Payment, or make any deposit for any Restricted Payment,
except:

                  (a)      the U.S. Borrower may make Restricted Payments to
         Holdings for the purpose of paying, so long as all proceeds are
         promptly used by Holdings to pay, (i) reasonable fees for audit, legal
         and similar administrative services and other corporate overhead, (ii)
         customary fees to non-officer directors of Holdings who are not
         Affiliates of Holdings, (iii) out-of-pocket expenses to directors or
         observers of the board of directors of Holdings and (iv) taxes payable
         by Holdings;

                  (b)      so long as at the time of such purchase (and after
         giving effect thereto) there shall exist no Default, Holdings may (and
         the Borrowers may make Restricted Payments to Holdings to permit
         Holdings to) repurchase Management Shares from any Management Investor
         or repay (or make interest payments on) Indebtedness incurred pursuant
         to clause (o) of Section 7.2.2 (i) with proceeds of the key-man life
         insurance maintained on the life of such Management Investor and (ii)
         with cash in an aggregate amount not exceeding $2,500,000 per year up
         to a maximum aggregate amount equal to $10,000,000 over the term of
         this Agreement; provided that to the extent the amount of cash used to
         make such repurchases (or repayments and payments of such Indebtedness)
         in any Fiscal Year is less than $2,500,000, 100% of such unused amount
         may be carried forward to succeeding Fiscal Years and utilized to make
         such repurchases (or repayments and payments of such Indebtedness) in
         such succeeding Fiscal Years (up to such maximum amount);

                  (c)      (i) any Subsidiary of the U.S. Borrower may make
         Restricted Payments to (x) the U.S. Borrower, (y) to any wholly-owned
         U.S. Subsidiary of the U.S. Borrower or (z) to any wholly-owned
         Subsidiary of the U.S. Borrower which owns an equity interest in such
         Subsidiary and (ii) any non-wholly-owned U.S. Subsidiary of the U.S.
         Borrower may make Restricted Payments to its shareholders generally so
         long as the U.S. Borrower or its Subsidiary which owns the equity
         interest in the Subsidiary making such Restricted Payment receives at
         least its proportionate share thereof (based upon its relative holding
         of the equity interests in the Subsidiary making such Restricted
         Payment);

                  (d)      so long as no Default then exists or would result
         therefrom, the U.S. Borrower may make Restricted Payments to Holdings
         at the times, and in the amounts, necessary to enable Holdings to make
         any regularly scheduled interest or principal payments that are due and
         payable on any Permitted Seller Notes or in respect of any Qualifying
         Subordinated Debt to the extent that such payments are permitted to be
         made pursuant to Section 7.2.8; and

                  (e)      repurchases of Capital Stock of Holdings deemed to
         occur upon the exercise of stock options if such Capital Stock
         represents a portion of the exercise price thereof and so long as no
         cash is paid or distributed by Holdings or any of its Subsidiaries in
         connection therewith.

                                     -112-

<PAGE>

         SECTION 7.2.7. Capital Expenditures, etc.

                  (a)      Subject (in the case of Capitalized Lease
         Liabilities) to clause (f) of Section 7.2.2, the Borrowers will not,
         and will not permit any of their respective Subsidiaries to, make or
         commit to make any Capital Expenditures on or after the Amendment
         Effective Date, other than Capital Expenditures made or committed to be
         made by a Borrower and its respective Subsidiaries in any Fiscal Year
         (or, in the case of the 2003 Fiscal Year, for the period from the
         Amendment Effective Date through December 31, 2003) which in the
         aggregate do not exceed (i) $22,500,000 for the 2003 and 2004 Fiscal
         Years (or such portion of the 2003 Fiscal Year, as the case may be) and
         (ii) $17,500,000 for any Fiscal Year thereafter; provided that to the
         extent that Capital Expenditures made by the Borrowers and their
         respective Subsidiaries during any Fiscal Year (or portion thereof) are
         less than the maximum amount permitted to be made for such Fiscal Year
         100% of such unused amount (each such amount, a "carry-forward amount")
         may be carried forward to the immediately succeeding Fiscal Year and
         utilized to make Capital Expenditures in such succeeding Fiscal Year
         (it being understood and agreed that no carry forward amount may be
         carried beyond the Fiscal Year immediately succeeding the Fiscal Year
         in which it arose); provided, further, that, in addition to the
         foregoing, from and after the consummation of any Permitted
         Acquisition, the maximum Capital Expenditure amounts set forth above
         for each Fiscal Year shall be increased by an amount equal to 3% of the
         gross sales of each Person or business acquired in each such Permitted
         Acquisition for the 12 month period most recently ended prior to the
         consummation of such Permitted Acquisition for which financial
         statements are available for such Person or business (provided that the
         Capital Expenditure amount for the Fiscal Year in which such Permitted
         Acquisition is consummated shall only be increased by the amount set
         forth above in this proviso multiplied by a fraction the numerator of
         which is the number of days remaining in such Fiscal Year and the
         denominator of which is 365 or 366, as the case may be).

                  (b)      In addition to any Capital Expenditures permitted
         pursuant to clause (a) above, the Borrowers and their respective
         Subsidiaries may make Capital Expenditures (i) with Net Casualty
         Proceeds and Net Disposition Proceeds to the extent permitted by
         clauses (d) and (e) of Section 3.1.1, (ii) with Net Equity Proceeds or
         other equity proceeds not required to be applied to repay Term Loans
         pursuant to clause (h) of Section 3.1.1, (iii) with Excess Cash Flow
         for the immediately preceding Fiscal Year retained by the Borrowers and
         not required to be applied to repay Term Loans pursuant to clause (f)
         of Section 3.1.1, (iv) with respect to the West Salem, Ohio facility in
         an aggregate amount not to exceed $8,000,000 (inclusive of any Capital
         Expenditures made with respect thereto since the Original Closing Date)
         to fully in-source the window lineal extrusion production capacity of
         such facility and (v) from and after January 1, 2005, so long as the
         Leverage Ratio is less than 2.50:1 as set forth in the most recent
         Compliance Certificate delivered pursuant to clause (e) of Section
         7.1.1, an additional amount not to exceed $5,000,000. For the avoidance
         of doubt, any portion of any Permitted Acquisition that is permitted
         under Section 7.2.5 that is accounted for as Capital Expenditure shall
         not constitute a Capital Expenditure for purposes of this Section 7.2.7
         (provided that the aggregate limit for Permitted Acquisitions shall be
         decreased dollar-for-dollar by the

                                     -113-

<PAGE>

         amount expended in respect of such Permitted Acquisition that is so
         accounted as a Capital Expenditure).

         SECTION 7.2.8. No Prepayment of Subordinated Debt. Except as otherwise
permitted by clauses (b) and (d) of Section 7.2.6, Holdings and the Borrowers
will not, and will not permit any of their respective Subsidiaries to, (i) make
any payment or prepayment of principal of, or premium or interest on, any
Subordinated Debt (A) other than the stated, scheduled payment of principal or
interest set forth in the applicable Other Debt Documents related to such
Indebtedness, or (B) which would violate the terms of this Agreement or the
applicable Other Debt Documents related to such Indebtedness, (ii) redeem,
retire, purchase, defease or otherwise acquire any Subordinated Debt, or (iii)
make any deposit (including the payment of amounts into a sinking fund or other
similar fund) for any of the foregoing purposes.

         SECTION 7.2.9. Capital Stock of Subsidiaries. Holdings and the
Borrowers will not, and will not permit any of their respective Subsidiaries to,
issue any Capital Stock (whether for value or otherwise), other than (x) Capital
Stock of Holdings (other than Redeemable Capital Stock not otherwise permitted
to be issued pursuant to Section 7.2.2), (y) Capital Stock of the U.S. Borrower
issued to Holdings and pledged pursuant to the Holdings Pledge Agreement and (z)
in the case of Subsidiaries of the U.S. Borrower, Capital Stock issued (i) to
the U.S. Borrower or another Subsidiary of the U.S. Borrower, (ii) for purposes
of transfers permitted under this Agreement and replacements of then outstanding
shares of Capital Stock, (iii) for purposes of stock splits, stock dividends and
additional issuances which are permitted under this Agreement and do not
decrease the percentage ownership of the U.S. Borrower or any of its
Subsidiaries in any class of the Capital Stock of such Subsidiaries, (iv) with
respect to Foreign Subsidiaries, to qualify directors or local nationals to the
extent (but only to the extent) required by applicable law, (v) in respect of
Subsidiaries formed after the Amendment Effective Date and permitted pursuant to
this Agreement and (vi) issuances of Capital Stock permitted pursuant to Section
7.2.5; provided that the Capital Stock of all direct wholly-owned U.S.
Subsidiaries of the U.S. Borrower shall be pledged pursuant to the U.S. Borrower
Pledge and Security Agreement.

         SECTION 7.2.10. Consolidation, Merger, Acquisitions, etc. Holdings and
the Borrowers will not, and will not permit any of their respective Subsidiaries
to, liquidate or dissolve, consolidate with, or merge into or with, any other
Person, or otherwise enter into or consummate any acquisition of any Person or
all or substantially all of the assets of any Person or any business of such
Person, except

                  (a)      (i) any Subsidiary of the U.S. Borrower (other than
         the Canadian Borrower or any of its Subsidiaries) (for purposes of this
         clause (a)(i), a "Subject U.S. Borrower Subsidiary") may liquidate or
         dissolve voluntarily into, and may merge with and into, the U.S.
         Borrower (so long as the U.S. Borrower is the continuing or surviving
         corporation) or any other Subject U.S. Borrower Subsidiary (provided
         that a Subsidiary Guarantor that is a Subject U.S. Borrower Subsidiary
         may only liquidate or dissolve into, or merge with and into, the U.S.
         Borrower or another Subsidiary Guarantor that is a Subject U.S.
         Borrower Subsidiary), and the assets or Capital Stock of any Subject
         U.S. Borrower Subsidiary may be purchased or otherwise acquired by the
         U.S. Borrower or any other Subject U.S. Borrower Subsidiary (provided
         that the assets or Capital Stock of any Subsidiary Guarantor may only
         be purchased or otherwise acquired by the U.S.

                                     -114-

<PAGE>

         Borrower or another Subsidiary Guarantor that is a Subject U.S.
         Borrower Subsidiary); provided, further, that in no event shall any
         Pledged Subsidiary that is a Subject U.S. Borrower Subsidiary
         consolidate with or merge with and into any Subsidiary other than
         another Pledged Subsidiary unless after giving effect thereto, the
         applicable Administrative Agent shall have a perfected pledge of, and
         security interest in and to, at least the same percentage of the issued
         and outstanding interests of Capital Stock (on a fully diluted basis)
         of the surviving Person as such Administrative Agent had immediately
         prior to such merger or consolidation in form and substance
         satisfactory to such Administrative Agent, pursuant to such
         documentation and opinions as shall be necessary in the reasonable
         opinion of such Administrative Agent to create, perfect or maintain the
         collateral position of the Secured Parties therein; and

                  (ii) any Subsidiary of the Canadian Borrower may liquidate or
         dissolve voluntarily into, and may merge with and into, the Canadian
         Borrower (so long as the Canadian Borrower is the continuing or
         surviving corporation) or any other Subsidiary of the Canadian Borrower
         (provided that a Canadian Subsidiary Guarantor may only liquidate or
         dissolve into, or merge with and into, the Canadian Borrower or another
         Canadian Subsidiary Guarantor), and the assets or Capital Stock of any
         Subsidiary of the Canadian Borrower may be purchased or otherwise
         acquired by the Canadian Borrower or any other Subsidiary of the
         Canadian Borrower (provided that the assets or Capital Stock of any
         Canadian Subsidiary Guarantor may only be purchased or otherwise
         acquired by the Canadian Borrower or another Canadian Subsidiary
         Guarantor); provided, further, that in no event shall any Pledged
         Subsidiary that is a Subsidiary of the Canadian Borrower consolidate
         with or merge with and into any Subsidiary other than another Pledged
         Subsidiary that is a Subsidiary of the Canadian Borrower unless after
         giving effect thereto, the applicable Administrative Agent shall have a
         perfected pledge of, and security interest in and to, at least the same
         percentage of the issued and outstanding interests of Capital Stock (on
         a fully diluted basis) of the surviving Person as such Administrative
         Agent had immediately prior to such merger or consolidation in form and
         substance satisfactory to such Administrative Agent, pursuant to such
         documentation and opinions as shall be necessary in the reasonable
         opinion of such Administrative Agent to create, perfect or maintain the
         collateral position of the Secured Parties therein;

                  (b)      Permitted Acquisitions in accordance with the
         definition hereof and, without duplication, Investments as, and to the
         extent, permitted by Section 7.2.5; and

                  (c)      the Gentek Acquisition.

         SECTION 7.2.11. Permitted Dispositions. Holdings and the Borrowers will
not, and will not permit any of their respective Subsidiaries to, Dispose of any
of such Borrower's or such Subsidiaries' assets (including accounts receivable,
Capital Stock of Subsidiaries or any proceeds thereof) to any Person, in one
transaction or series of transactions, except for the following:

                  (a)      Dispositions of (i) inventory Disposed of in the
         ordinary course of its business, (ii) assets which are obsolete, worn
         out or otherwise no longer useful in the business of the U.S. Borrower
         and its Subsidiaries in the good faith judgment of

                                     -115-

<PAGE>

         management or (iii) other assets with a fair market value of $75,000 or
         less (up to an aggregate amount not to exceed $750,000 in any year);

                  (b)      Dispositions permitted by Section 7.2.10;

                  (c)      Dispositions made pursuant to non-exclusive licensing
         arrangements entered into by the U.S. Borrower or any of its
         Subsidiaries with respect to any of its intellectual property in the
         ordinary course of its business;

                  (d)      (i) Dispositions for not less than the fair market
         value of the assets to be Disposed, (ii) the consideration received by
         the U.S. Borrower or applicable Subsidiary consists of at least 75%
         cash, (iii) the net book value of such assets, together with the net
         book value of all other assets Disposed of pursuant to this clause (d),
         does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the
         term of this Agreement and (iv) immediately prior to and after giving
         effect to such Disposition no Default shall have occurred and be
         continuing;

                  (e)      Dispositions in respect of the sale or exchange of
         specific items of equipment, so long as the purpose of each such sale
         or exchange is to acquire (and results within 120 days of such sale or
         exchange in the acquisition of) replacement items of equipment which
         are the functional equivalent of the item of equipment so sold or
         exchanged;

                  (f)      [INTENTIONALLY OMITTED];

                  (g)      Dispositions in respect of the sale or discount of
         receivables in the ordinary course of business and not as part of any
         financing transaction;

                  (h)      Dispositions in respect of leases or subleases
         granted to other Persons in the ordinary course of business;

                  (i)      the Disposition of (i) the vinyl manufacturing
         operations located at the Freeport, Texas facility of the U.S.
         Borrower, (ii) the business operations and assets related to the fence,
         deck, rail and garage door operations of the U.S. Borrower located
         primarily at the West Salem, Ohio facility and (iii) the vinyl window
         manufacturing operations and related assets of Gentek U.S. located at
         the Richmond, Virginia facility; provided that, in each case, the
         consideration received by the U.S. Borrower and Gentek U.S., as the
         case may be (x) shall not be less than the fair market value of the
         equipment, assets or operations to be Disposed of and (y) shall consist
         of at least 75% cash;

                  (j)      without duplication, Dispositions in respect of sales
         or leasebacks permitted under Section 7.2.15; and

                  (k)      (i) Dispositions by the U.S. Borrower to a U.S.
         Subsidiary Guarantor, (ii) Dispositions by a U.S. Subsidiary Guarantor
         to the U.S. Borrower or another U.S. Subsidiary Guarantor, (iii)
         Dispositions by the Canadian Borrower to a Canadian Subsidiary
         Guarantor, (iv) Dispositions by a Canadian Subsidiary Guarantor to the
         Canadian Borrower or another Canadian Subsidiary Guarantor, (v)
         Dispositions by a

                                     -116-

<PAGE>

         Foreign Subsidiary (other than the Canadian Subsidiary or any of its
         Subsidiaries) to another Foreign Subsidiary (other than the Canadian
         Borrower or any of its Subsidiaries), (vi) Dispositions to the U.S.
         Borrower or any Subsidiary of the U.S. Borrower by a Subsidiary of the
         U.S. Borrower in the ordinary course of its business and (vii) other
         Dispositions to the U.S. Borrower or any Subsidiary of the U.S.
         Borrower so long as each such Disposition is consummated for not less
         than fair market value of the assets to be Disposed of and is otherwise
         in compliance with the terms of Section 7.2.13.

         SECTION 7.2.12. Modification of Certain Agreements. Holdings and the
Borrowers will not, and will not permit any of their respective Subsidiaries to,
consent to any amendment, supplement, waiver or other modification of, or enter
into any forbearance from exercising any rights with respect to the terms or
provisions (i) of any of the Subordinated Debt, other than any amendment,
supplement, waiver or modification for which no fee is payable to the holders of
such Subordinated Debt and which (x) extends the date or reduces the amount of
any required repayment, prepayment or redemption of the principal of such
Subordinated Debt, (y) reduces the rate or extends the date for payment of the
interest, premium (if any) or fees payable on such Subordinated Debt or (z)
makes the covenants, events of default or remedies in respect of such
Subordinated Debt less restrictive on the obligors thereunder, or (ii) any of
the other Material Transaction Documents other than any amendment, supplement,
waiver or modification which would not impair, or in any manner be adverse to,
the right, interests or obligations of any Secured Party under any Loan Document
or (iii) any Organic Document of Holdings, each Borrower or any of their
respective Subsidiaries, other than any amendment, supplement, waiver or
modification which would not impair, or in any manner be adverse to, the rights,
interests or obligations of any Secured Party under any Loan Document.

         SECTION 7.2.13. Transactions with Affiliates. Holdings and the
Borrowers will not, and will not permit any of their respective Subsidiaries to,
enter into or cause or permit to exist any arrangement, transaction or contract
(including for the purchase, lease or exchange of property or the rendering of
services) with any of its other Affiliates, unless such arrangement, transaction
or contract is on terms customary for similar arrangements, transactions or
contracts entered into by Persons generally and such terms are no less favorable
to Holdings or such Subsidiary than it could obtain in an arm's-length
transaction with a Person that is not an Affiliate, except:

                  (a)      Restricted Payments may be made to the extent
         provided in Section 7.2.6;

                  (b)      (i) transactions exclusively between or among the
         U.S. Borrower and one or more U.S. Subsidiary Guarantors that are
         wholly-owned Subsidiaries of the U.S. Borrower or exclusively between
         or among such U.S. Subsidiary Guarantors, (ii) transactions exclusively
         between or among the Canadian Borrower and one or more Canadian
         Subsidiary Guarantors that are wholly-owned Subsidiaries of the
         Canadian Borrower or exclusively between or among such Canadian
         Subsidiary Guarantors and (iii) transactions exclusively between or
         among a Foreign Subsidiary and another Foreign Subsidiary (other than
         any transaction involving a Foreign Subsidiary which is a Canadian
         Subsidiary);

                                     -117-

<PAGE>

                  (c)      Holdings and its Subsidiaries may conduct any
         transaction otherwise permitted pursuant to (i) clauses (c), (g), (h),
         (i), (k), (o), (p), (q), (t) and (v) of Section 7.2.2, (ii) clauses
         (c), (i), (k) and (m) of Section 7.2.3, (iii) clauses (a), (e), (f),
         (g), (l), (m), (o), (q), (t) and (v) of Section 7.2.5, (iv) Section
         7.2.6, Section 7.2.9, (vi) clause (a) of Section 7.2.10 and (vii) to
         the extent otherwise permitted pursuant to clause (c)(i) above, clause
         (h) of Section 7.2.5;

                  (d)      the U.S. Borrower and its Subsidiaries may make
         payments to Harvest Partners and its Affiliates pursuant to the
         Management Agreement as in effect on the Original Closing Date;
         provided that the Harvest Fee (as defined in the Management Agreement)
         shall not be payable during the continuance of an Event of Default, but
         instead shall be accrued and be payable upon the cure or waiver of any
         such Event of Default;

                  (e)      customary fees to non-officer directors of Holdings
         and its Subsidiaries;

                  (f)      employment, employee benefit, consulting and
         indemnity arrangements with officers, directors, employees and
         consultants of Holdings and its Subsidiaries in the ordinary course of
         business; and

                  (g)      management services fees, licensing fees and other
         similar fees paid to the U.S. Borrower or a U.S. Subsidiary Guarantor
         by any Subsidiary of the U.S. Borrower.

Except for the transactions permitted above pursuant to this Section 7.2.13 or
pursuant to clause (k) of Section 7.2.11, (i) prior to entering into any
transaction or series related transactions with any Affiliate of a Borrower or
any Affiliate of a Borrower's Subsidiaries involving or having a value in excess
of $2,000,000 such Borrower shall deliver to the Agents a certificate of an
Authorized Officer stating that, in the good faith determination of the Board of
Directors of such Borrower (as evidenced by a resolution), the transaction is on
terms in all material respects no less favorable to Holdings, the Borrowers or
any of their respective Subsidiaries, as the case may be, than could be obtained
from an unaffiliated party and (ii) Holdings, the Borrowers or any of their
respective Subsidiaries shall not enter into any transaction with any of their
respective Affiliates involving or having a value of more than $15,000,000 or if
there is no member of the Board of Directors of such Borrower who does not have
any direct or indirect financial interest in or with respect to the transaction
being considered, unless Holdings, such Borrower or such Subsidiary, as the case
may be, has received an opinion from an independent financial advisor to the
effect that such transaction (or series of transactions) is fair to Holdings,
such Borrower or such Subsidiary, as the case may be, from a financial point of
view.

         SECTION 7.2.14. Restrictive Agreements, etc. Holdings and the Borrowers
will not, and will not permit any of their respective Subsidiaries to, enter
into any agreement prohibiting

                  (a)      the creation or assumption of any Lien upon any
         properties, revenues or assets of any Obligor, whether now owned or
         hereafter acquired, for the benefit of any Secured Party;

                  (b)      the ability of any Obligor to amend or otherwise
         modify any Loan Document; or

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                  (c)      the ability of any Subsidiary to make any payments,
         directly or indirectly, to either Borrower, including by way of
         dividends, advances, repayments of loans, reimbursements of management
         and other intercompany charges, expenses and accruals or other returns
         on investments, or transfer any of its assets or property to either
         Borrower.

The foregoing prohibitions shall not apply to restrictions contained (i) in any
Loan Document, (ii) in the case of clauses (a) and (c), in any agreement
governing any Indebtedness permitted by clause (f) of Section 7.2.2 as to the
assets financed with the proceeds of such Indebtedness and (iii) in the case of
clauses (a) and (c), pursuant to (A) applicable law, (B) customary
non-assignment provisions in leases or other contracts, (C) customary provisions
restricting the transfer of property or assets that are subject to a Permitted
Lien or an agreement to transfer such property or assets and (D) in any
agreement governing any Indebtedness permitted by clauses (j), (d), (m), (n) and
(v)(ii) of Section 7.2.2; provided that, (x) with respect to any such
Indebtedness of the type permitted by clause (m) of Section 7.2.2, this clause
(D) shall only apply with respect to agreements in effect as of the time such
Indebtedness is assumed and (y) with respect to any such Indebtedness of the
type permitted by clause (n) of Section 7.2.2, this clause (D) shall only apply
with respect to agreements entered into with one or more Lenders or an Affiliate
thereof and which contain restrictions no more restrictive than those contained
in this Agreement.

         SECTION 7.2.15. Sale and Leaseback. Holdings and the Borrowers will
not, and will not permit any of their respective Subsidiaries to, directly or
indirectly enter into any agreement or arrangement providing for the sale or
transfer by it of any property (now owned or hereafter acquired) to a Person and
the subsequent lease or rental of such property or other similar property from
such Person; provided that the U.S. Borrower and its Subsidiaries may enter into
any agreement or arrangement providing for the sale or transfer by it of any
property (now owned or hereafter acquired) to a Person and the subsequent lease
or rental of such property or other similar property from such Person so long as
at the time of determination the present value (discounted at the interest rate
implicit in the lease) of the obligation of the lessee of the property subject
to such sale and leaseback transaction for rental payments during the remaining
term of the lease included in such transaction, including any period for which
such lease has been extended or may, at the option of the lessor, be extended or
until the earliest date on which the lessee may terminate such lease without
penalty or upon payment of penalty (in which case the rental payments shall
include such penalty), after excluding all amounts required to be paid on
account of maintenance and repairs, insurance, taxes, assessments, water,
utilities and similar charges, does not exceed at any time $3,750,000.

         SECTION 7.2.16. Take or Pay Contracts. Holdings and the Borrowers will
not, and will not permit any of their respective Subsidiaries to, enter into or
be a party to any arrangement for the purchase of materials, supplies, other
property or services if such arrangement by its express terms requires that
payment be made by Holdings, such Borrower or such Subsidiary regardless of
whether such materials, supplies, other property or services are delivered or
furnished to it except in the ordinary course of business and consistent with
past practices.

         SECTION 7.2.17. Fiscal Year. Except as contemplated by the definition
of Fiscal Year, the U.S. Borrower will not change its Fiscal Year.

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         SECTION 7.2.18. Activities of Holdings. Notwithstanding any provision
to the contrary herein and without limiting the effect of any provision
contained in this Article VII, Holdings will not (a) create, incur, assume or
suffer to exist any Indebtedness (other than (i) Indebtedness in respect of the
guaranty contained in Article IX, Permitted Seller Notes, Qualifying
Subordinated Debt and the repurchase of its Capital Stock, and (ii) as provided
in clauses (o), (p), and (q) of Section 7.2.2), (b) create, assume, or suffer to
exist any Lien upon, or grant any options or other rights with respect to, any
of its revenues, property or other assets, whether now owned or hereafter
acquired (other than as provided in clauses (a) and (j) of Section 7.2.3), (c)
wind-up, liquidate or dissolve itself (or suffer to exist any of the foregoing),
consolidate or amalgamate with or merge into or with any other Person, or
convey, sell, transfer, lease or otherwise dispose of all or any part of its
assets, in one transaction or a series of transactions, to any Person or
Persons, (d) create, incur, assume or suffer to exist any Investment in any
Person (other than its continuing ownership of all the shares of Capital Stock
of the U.S. Borrower and Investments otherwise permitted under Section 7.2.5),
(e) declare or make a Restricted Payment, or make any deposit for any Restricted
Payment (other than provided in Section 7.2.6), (f) permit to be taken any
action that would result in a Change in Control or (g) engage in any other
business activity except in compliance with its Obligations under the Loan
Documents and except for any business activity that Holdings is expressly
permitted to conduct pursuant to a specific provision hereunder.

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

         SECTION 8.1. Listing of Events of Default. Each of the following events
or occurrences described in this Article shall constitute an "Event of Default".

         SECTION 8.1.1. Non-Payment of Obligations. Either Borrower shall
default in the payment or prepayment when due of

                  (a)      any principal of any Loan, any Reimbursement
         Obligation or any deposit of cash for collateral purposes pursuant to
         Section 2.6.4; or

                  (b)      any interest on any Loan, any fee described in
         Article III or any other monetary Obligation, and such default shall
         continue unremedied for a period of three Business Days after such
         amount was due.

         SECTION 8.1.2. Breach of Warranty. Any representation or warranty of
any Obligor made or deemed to be made in any Loan Document (including any
certificates delivered pursuant to Article V of the Original Credit Agreement or
Article III of the Amendment Agreement) is or shall be incorrect when made or
deemed to have been made in any material respect.

         SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations.
Holdings or either Borrower shall default in the due performance or observance
of any of its obligations under clause (g) of Section 7.1.1, clause (a)(i) of
Section 7.1.2 or Section 7.2.

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         SECTION 8.1.4. Non-Performance of Other Covenants and Obligations. (a)
Holdings or either Borrower shall default in the due performance or observance
of any of its obligations under clause (a), (b), (c), (d) or (e) of Section
7.1.1 and such default shall continue unremedied for a period of 30 days.

         (b)      Holdings or either Borrower shall default in the due
performance or observance of any of its obligations under Section 7.1.1 (other
than clause (a), (b), (c), (d), (e) or (g) thereof), 7.1.8, 7.1.9, 7.1.10 or
Section 7.1.11 and such default shall continue unremedied for a period of 30
days; or any Obligor shall default in the due performance and observance of any
agreement contained in any Loan Document executed by it (other than the
agreements described in Section 8.1.1, 8.1.2, 8.1.3 or clause (a) of Section
8.1.4), and such default shall continue unremedied for a period of 30 days after
notice thereof shall have been given to the U.S. Borrower by any Agent or the
Required Lenders.

         SECTION 8.1.5. Default on Other Indebtedness. A default shall occur in
the payment of any amount when due (subject to any applicable grace period),
whether by acceleration or otherwise, of any principal or stated amount of, or
interest or fees on, any Indebtedness (other than Indebtedness described in
Section 8.1.1) of Holdings, either Borrower or any of their respective
Subsidiaries having a principal or stated amount, individually or in the
aggregate, in excess of $7,500,000, or a default shall occur in the performance
or observance of any obligation or condition with respect to such Indebtedness
if the effect of such default is to accelerate the maturity of any such
Indebtedness or such default shall continue unremedied for any applicable period
of time sufficient to permit the holder or holders of such Indebtedness, or any
trustee or agent for such holders, to cause or declare such Indebtedness to
become due and payable or to require such Indebtedness to be prepaid, redeemed,
purchased or defeased, or require an offer to purchase or defease such
Indebtedness to be made, prior to its expressed maturity.

         SECTION 8.1.6. Judgments. Any judgment or order for the payment of
money, individually or in the aggregate, in excess of $7,500,000 (exclusive of
any amounts fully covered by insurance (less any applicable deductible) to the
extent the provider of such insurance is not denying its liability with respect
thereto) shall be rendered against Holdings, either Borrower or any of their
respective Subsidiaries and such judgment shall not have been paid, vacated or
discharged or stayed or bonded pending appeal within 30 days after the entry
thereof or enforcement proceedings shall have been commenced by any creditor
upon such judgment or order.

         SECTION 8.1.7. Pension Plans.

                  (a) Any of the following events shall occur with respect to
         any U.S. Pension Plan or U.S. Multiemployer Plan: (i) the institution
         of any steps by Holdings, either Borrower, any member of the Controlled
         Group or any other Person to terminate a U.S. Pension Plan if, as a
         result of such termination, Holdings, either Borrower or any such
         member is required to make a contribution to such U.S. Pension Plan, or
         could reasonably be expected to incur a liability or obligation to such
         U.S. Pension Plan, in an amount in excess of $5,000,000, (ii) a
         contribution failure occurs with respect to any U.S. Pension Plan
         sufficient to give rise to a Lien under section 302(f) of ERISA in an
         amount in excess of

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<PAGE>

         $5,000,000 or (iii) the complete or partial withdrawal of any of
         Holdings, the U.S. Borrower or any member of the Controlled Group from
         a U.S. Multiemployer Plan that results in or would reasonably be likely
         to result in withdrawal liability of Holdings or any of its
         Subsidiaries in an amount in excess of $5,000,000 or a Material Adverse
         Effect.

                  (b) Any of the following events shall occur with respect to
         any Canadian Pension Plan or Canadian Welfare Plan: (i) the institution
         of any steps by Holdings, either Borrower, a Subsidiary or any other
         Person to terminate any Canadian Pension Plan if, as a result of such
         termination, Holdings or any of its Subsidiary is required to make an
         additional contribution to such Canadian Pension Plan, or could
         reasonably be expected to incur a liability or obligation to such
         Canadian Pension Plan, in an amount in excess of $5,000,000; (ii) a
         contribution failure occurs with respect to any Canadian Pension Plan
         in an amount in excess of $5,000,000; (iii) the taking of any action
         with respect to a Canadian Pension Plan which could reasonably be
         likely to result in the requirement that Holdings or any of its
         Subsidiaries furnish a bond or other security to such Canadian Pension
         Plan or any applicable regulatory authority that, individually or in
         the aggregate could reasonably be expected to result in a Material
         Adverse Effect, or (iv) the occurrence of any event with respect to any
         Canadian Pension Plan that results in or would reasonably be likely to
         result in the incurrence by Holdings or any of its Subsidiaries of any
         liability, fine or penalty, or any increase in a liability, including
         without limitation a contingent liability, of Holdings or any of its
         Subsidiaries in an amount in excess of $5,000,000 with respect to any
         Canadian Pension Plan or Canadian Welfare Plan benefit.

         SECTION 8.1.8. Change in Control. Any Change in Control shall occur.

         SECTION 8.1.9. Bankruptcy, Insolvency, etc. Holdings, either Borrower
or any Material Subsidiary shall

                  (a)      become insolvent or generally fail to pay, or admit
         in writing its inability or unwillingness generally to pay, debts as
         they become due;

                  (b)      apply for, consent to or suffer to exist the
         appointment of a trustee, receiver, sequestrator or other custodian for
         any substantial part of the property of any thereof, or make a general
         assignment for the benefit of creditors;

                  (c)      in the absence of such application, consent,
         sufferance or assignment, permit or suffer to exist the appointment of
         a trustee, receiver, sequestrator or other custodian for a substantial
         part of the property of any thereof, and such trustee, receiver,
         sequestrator or other custodian shall not be discharged within 60 days;
         provided that Holdings and each Borrower (for themselves and their
         Material Subsidiaries) hereby expressly authorize each Secured Party to
         appear in any court conducting any relevant proceeding during such
         60-day period to preserve, protect and defend their rights under the
         Loan Documents;

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<PAGE>

                  (d)      permit or suffer to exist the commencement of any
         bankruptcy, reorganization, debt arrangement or other case or
         proceeding under any bankruptcy or insolvency law or any dissolution,
         winding up or liquidation proceeding, in respect thereof, and, if any
         such case or proceeding is not commenced by Holdings, such Borrower or
         any such Material Subsidiary, such case or proceeding shall be
         consented to or acquiesced in by such Person or shall result in the
         entry of an order for relief or shall remain for 60 days undismissed;
         provided that Holdings and each Borrower (for themselves and their
         Material Subsidiaries) hereby expressly authorize each Secured Party to
         appear in any court conducting any such case or proceeding during such
         60-day period to preserve, protect and defend their rights under the
         Loan Documents; or

                  (e)      take any board of director action authorizing, or in
         furtherance of, any of the foregoing.

         SECTION 8.1.10. Impairment of Security, etc. Any material provision of
any Loan Document or any Lien granted thereunder with respect to any material
assets shall (except in accordance with its terms), in whole or in part,
terminate, cease to be effective or cease to be the legally valid, binding and
enforceable obligation of any Obligor party thereto; any Obligor shall contest
in any manner such effectiveness, validity, binding nature or enforceability;
or, except as permitted under any Loan Document, any Lien securing any
Obligation shall, in whole or in part, cease to be a perfected first priority
Lien.

         SECTION 8.1.11. Failure of Subordination. Unless otherwise waived or
consented to by the Required Lenders, the Agents and the Issuers in writing, the
subordination provisions relating to any Subordinated Debt (the "Subordination
Provisions") shall fail to be enforceable by the Lenders, the Agents and the
Issuers in material accordance with the terms thereof or the monetary
Obligations shall fail to constitute "Senior Indebtedness" (or a similar term)
referring to the Obligations; or any Obligor shall disavow or contest in any
manner, or shall support or fail to contest any holder of Subordinated Debt
which disavows or contests in any manner, (i) the effectiveness, validity or
enforceability of any of the material Subordination Provisions, (ii) that the
Subordination Provisions exist for the benefit of the Lenders, the Agents and
the Issuers or (iii) that all payments of principal of or premium and interest
on the Subordinated Debt, or realized from the liquidation of any property of
any Obligor, shall be subject to any of such Subordination Provisions.

         SECTION 8.1.12. [INTENTIONALLY OMITTED].

         SECTION 8.2. Action if Bankruptcy. If any Event of Default described in
clauses (a) through (d) of Section 8.1.9 shall occur with respect to (a) the
U.S. Borrower, the U.S. Commitments (if not theretofore terminated) shall
automatically terminate and the outstanding principal amount of all outstanding
U.S. Loans and all other Obligations (including Reimbursement Obligations)
related thereto shall automatically be and become immediately due and payable by
the U.S. Borrower, without notice or demand to any Person, and the U.S. Borrower
shall automatically and immediately be obligated to Cash Collateralize all U.S.
Letter of Credit Outstandings and (b) the Canadian Borrower, the Canadian
Commitments (if not theretofore terminated) shall automatically terminate and
the outstanding principal amount of all outstanding Canadian Loans and all other
Obligations (including Reimbursement Obligations)

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<PAGE>

related thereto shall automatically be and become immediately due and payable by
the Canadian Borrower, without notice or demand to any Person, and the Canadian
Borrower shall automatically and immediately be obligated to Cash Collateralize
(in the relevant Currency) all Canadian Letter of Credit Outstandings and
Canadian BAs in respect of which any Lender has not received payout in full.

         SECTION 8.3. Action if Any Event of Default. If any Event of Default
shall occur for any reason, whether voluntary or involuntary, and be continuing,
the U.S. Administrative Agent, upon the written direction of the Required
Lenders, shall by notice to the Borrowers declare all or any portion of the
outstanding principal amount of the Loans and other Obligations (including
Reimbursement Obligations), other than Loans and other Obligations which have
become due and payable pursuant to Section 8.2, to be due and payable by the
Borrowers and/or the relevant Commitments (if not theretofore terminated) to be
terminated, whereupon the full unpaid amount of such Loans and other Obligations
which shall be so declared due and payable shall be and become immediately due
and payable, without further notice, demand or presentment, and/or, as the case
may be, the relevant Commitments shall terminate and the Borrowers shall
automatically and immediately be obligated to Cash Collateralize (in the
relevant Currency) all Letter of Credit Outstandings and Canadian BAs in respect
of which any Lender has not received payout in full.

                                   ARTICLE IX
                                HOLDINGS GUARANTY

         SECTION 9.1. Guaranty. Holdings hereby absolutely, unconditionally and
irrevocably

                  (a)      guarantees the full and punctual payment when due,
         whether at stated maturity, by required prepayment, declaration,
         acceleration, demand or otherwise, of all Obligations of the Borrowers
         now or hereafter existing, whether for principal, interest, fees,
         expenses or otherwise (including all such amounts which would become
         due but for the operation of the automatic stay under Section 362(a) of
         the United States Bankruptcy Code, 11 U.S.C. Section 362(a), and the
         operation of Sections 502(b) and 506(b) of the United States Bankruptcy
         Code, 11 U.S.C. Section 502(b) and Section 506(b)), and

                  (b)      indemnifies and holds harmless each Secured Party and
         each holder of a Note for any and all costs and expenses (including
         reasonable attorneys' fees and expenses) incurred by such Secured Party
         or such holder, as the case may be, in enforcing any rights under the
         guaranty set forth in this Article IX.

The guaranty set forth in this Article IX constitutes a guaranty of payment when
due and not of collection, and Holdings specifically agrees that it shall not be
necessary or required that any Secured Party or any holder of any Note exercise
any right, assert any claim or demand or enforce any remedy whatsoever against
either Borrower or any other Obligor (or any other Person) before or as a
condition to the obligations of Holdings under the guaranty set forth in this
Article IX.

         SECTION 9.2. Acceleration of Holdings Guaranty. Holdings agrees that,
in the event of the occurrence of an Event of Default described under Section
8.1.9 with respect to either

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Borrower, and if such event shall occur at a time when any of the Obligations of
such Borrower and each other Obligor may not then be due and payable, Holdings
agrees that it will pay to the Administrative Agents for the account of the
Secured Parties forthwith the full amount which would be payable under the
guaranty set forth in this Article IX by Holdings if all such Obligations were
then due and payable.

         SECTION 9.3. Guaranty Absolute, etc. The guaranty set forth in this
Article IX shall in all respects be a continuing, absolute, unconditional and
irrevocable guaranty of payment, and shall remain in full force and effect until
all Obligations of the Borrowers and each other Obligor have been paid in full
in cash, all obligations of Holdings under the guaranty set forth in this
Article IX shall have been paid in full in cash, all Letters of Credit have been
terminated or expired and all Commitments shall have terminated. Holdings
guarantees that the Obligations of the Borrowers will be paid strictly in
accordance with the terms of this Agreement and each other Loan Document under
which they arise, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of any
Secured Party or any holder of any Note with respect thereto. The liability of
Holdings under the guaranty set forth in this Article IX shall be absolute,
unconditional and irrevocable irrespective of:

                  (a)      any lack of validity, legality or enforceability of
         this Agreement, any Note or any other Loan Document;

                  (b)      the failure of any Secured Party or any holder of any
         Note

                           (i)      to assert any claim or demand or to enforce
                  any right or remedy against either Borrower, any other Obligor
                  or any other Person (including any other guarantor (including
                  Holdings)) under the provisions of this Agreement, any Note,
                  any other Loan Document or otherwise, or

                           (ii)     to exercise any right or remedy against any
                  other guarantor (including Holdings) of, or collateral
                  securing, any Obligations of either Borrower;

                  (c)      any change in the time, manner or place of payment
         of, or in any other term of, all or any of the Obligations of either
         Borrower, or any other extension, compromise or renewal of any
         Obligation of either Borrower;

                  (d)      any reduction, limitation, impairment or termination
         of any Obligations of either Borrower for any reason, including any
         claim of waiver, release, surrender, alteration or compromise, and
         shall not be subject to (and Holdings hereby waives any right to or
         claim of) any defense or setoff, counterclaim, recoupment or
         termination whatsoever by reason of the invalidity, illegality,
         nongenuineness, irregularity, compromise, unenforceability of, or any
         other event or occurrence affecting, any Obligations of either Borrower
         or otherwise;

                  (e)      any amendment to, rescission, waiver, or other
         modification of, or any consent to departure from, any of the terms of
         this Agreement, any Note or any other Loan Document;

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<PAGE>

                  (f)      any addition, exchange, release, surrender or
         non-perfection of any collateral, or any amendment to or waiver or
         release or addition of, or consent to departure from, any other
         guaranty, held by any Secured Party or any holder of any Note securing
         any of the Obligations of either Borrower; or

                  (g)      any other circumstance which might otherwise
         constitute a defense available to, or a legal or equitable discharge
         of, either Borrower, any surety or any guarantor.

         SECTION 9.4. Reinstatement, etc. Holdings agrees that the guaranty set
forth in this Article IX shall continue to be effective or be reinstated, as the
case may be, if at any time any payment (in whole or in part) of any of the
Obligations is rescinded or must otherwise be restored by any Secured Party or
any holder of any Note, upon the insolvency, bankruptcy or reorganization of
either Borrower or otherwise, all as though such payment had not been made.

         SECTION 9.5. Waiver, etc. Holdings hereby waives promptness, diligence,
notice of acceptance and any other notice with respect to any of the Obligations
of the Borrowers and the guaranty set forth in this Article IX and any
requirement that any Administrative Agent, any other Secured Party or any holder
of any Note protect, secure, perfect or insure any security interest or Lien, or
any property subject thereto, or exhaust any right or take any action against
either Borrower, any other Obligor or any other Person (including any other
guarantor) or entity or any collateral securing the Obligations of the
Borrowers.

         SECTION 9.6. Postponement of Subrogation, etc. Holdings agrees that it
will not exercise any rights which it may acquire by way of rights of
subrogation under the guaranty set forth in this Article IX, by any payment made
under the guaranty set forth in this Article IX or otherwise, until the prior
payment in full in cash of all Obligations of the Borrowers and each other
Obligor, the termination or expiration of all Letters of Credit and the
termination of all Commitments. Any amount paid to Holdings on account of any
such subrogation rights prior to the payment in full in cash of all Obligations
of the Borrowers and each other Obligor shall be held in trust for the benefit
of the Secured Parties and each holder of a Note and shall immediately be paid
to the Administrative Agents for the benefit of the Secured Parties and each
holder of a Note and credited and applied against the Obligations of the
Borrowers and each other Obligor, whether matured or unmatured, in accordance
with the terms of this Agreement. In furtherance of the foregoing, for so long
as any Obligations or Commitments remain outstanding, Holdings shall refrain
from taking any action or commencing any proceeding against either Borrower or
any other Obligor (or its successors or assigns, whether in connection with a
bankruptcy proceeding or otherwise) to recover any amounts in the respect of
payments made under the guaranty set forth in this Article IX to any Secured
Party or any holder of a Note.

         SECTION 9.7. Successors, Transferees and Assigns; Transfers of Notes,
etc. The guaranty set forth in this Article IX shall:

                  (a)      be binding upon Holdings, and its successors,
         transferees and assigns; and

                  (b)      inure to the benefit of and be enforceable by the
         Administrative Agents and each other Secured Party.

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<PAGE>

Without limiting the generality of the foregoing clause (b), any Lender may
assign or otherwise transfer (in whole or in part) any Note or Credit Extension
held by it to any other Person or entity, and such other Person or entity shall
thereupon become vested with all rights and benefits in respect thereof granted
to such Lender under any Loan Document (including the guaranty set forth in this
Article IX) or otherwise, subject, however, to any contrary provisions in such
assignment or transfer, and to the provisions of Section 12.11 and Article XI.

                                    ARTICLE X
                             U.S. BORROWER GUARANTY

         SECTION 10.1. Guaranty. The U.S. Borrower hereby absolutely,
unconditionally and irrevocably

                  (a)      guarantees the full and punctual payment when due,
         whether at stated maturity, by required prepayment, declaration,
         acceleration, demand or otherwise, of all Obligations of the Canadian
         Borrower now or hereafter existing, whether for principal, interest,
         fees, expenses or otherwise (including all such amounts which would
         become due but for the operation of the automatic stay under Section
         362(a) of the United States Bankruptcy Code, 11 U.S.C. Section 362(a),
         and the operation of Sections 502(b) and 506(b) of the United States
         Bankruptcy Code, 11 U.S.C. Section 502(b) and Section 506(b)), and

                  (b)      indemnifies and holds harmless each Secured Party and
         each holder of a Canadian Note for any and all costs and expenses
         (including reasonable attorneys' fees and expenses) incurred by such
         Secured Party or such holder, as the case may be, in enforcing any
         rights under the guaranty set forth in this Article X.

The guaranty set forth in this Article X constitutes a guaranty of payment when
due and not of collection, and the U.S. Borrower specifically agrees that it
shall not be necessary or required that any Secured Party or any holder of any
Canadian Note exercise any right, assert any claim or demand or enforce any
remedy whatsoever against the Canadian Borrower or any other Obligor (or any
other Person) before or as a condition to the obligations of the U.S. Borrower
under the guaranty set forth in this Article X.

         SECTION 10.2. Acceleration of U.S. Borrower Guaranty. The U.S. Borrower
agrees that, in the event of the occurrence of an Event of Default described
under Section 8.1.9 with respect to the Canadian Borrower, and if such event
shall occur at a time when any of the Obligations of the Canadian Borrower and
each other Obligor securing or guaranteeing the Obligations of the Canadian
Borrower may not then be due and payable, the U.S. Borrower agrees that it will
pay to the Administrative Agents for the account of the Secured Parties
forthwith the full amount which would be payable under the guaranty set forth in
this Article X by the U.S. Borrower if all such Obligations were then due and
payable.

         SECTION 10.3. Guaranty Absolute, etc. The guaranty set forth in this
Article X shall in all respects be a continuing, absolute, unconditional and
irrevocable guaranty of payment, and shall remain in full force and effect until
all Obligations of the Canadian Borrower and each other Obligor securing or
guaranteeing the Obligations of the Canadian Borrower have been paid in full in
cash, all obligations of the U.S. Borrower under the guaranty set forth in this
Article X

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shall have been paid in full in cash, all Canadian Letters of Credit have been
terminated or expired and all Canadian Commitments shall have terminated. The
U.S. Borrower guarantees that the Obligations of the Canadian Borrower will be
paid strictly in accordance with the terms of this Agreement and each other Loan
Document under which they arise, regardless of any law, regulation or order now
or hereafter in effect in any jurisdiction affecting any of such terms or the
rights of any Secured Party or any holder of any Canadian Note. The liability of
the U.S. Borrower under the guaranty set forth in this Article X shall be
absolute, unconditional and irrevocable irrespective of:

                  (a)      any lack of validity, legality or enforceability of
         this Agreement, any Canadian Note or any other Loan Document;

                  (b)      the failure of any Secured Party or any holder of any
         Canadian Note

                           (i)      to assert any claim or demand or to enforce
                  any right or remedy against the Canadian Borrower, any other
                  Obligor or any other Person (including any other guarantor
                  (including the U.S. Borrower)) under the provisions of this
                  Agreement, any Canadian Note, any other Loan Document or
                  otherwise, or

                           (ii)     to exercise any right or remedy against any
                  other guarantor (including the U.S. Borrower) of, or
                  collateral securing, any Obligations of the Canadian Borrower;

                  (c)      any change in the time, manner or place of payment
         of, or in any other term of, all or any of the Obligations of the
         Canadian Borrower, or any other extension, compromise or renewal of any
         Obligation of the Canadian Borrower;

                  (d)      any reduction, limitation, impairment or termination
         of any Obligations of the Canadian Borrower for any reason, including
         any claim of waiver, release, surrender, alteration or compromise, and
         shall not be subject to (and the U.S. Borrower hereby waives any right
         to or claim of) any defense or setoff, counterclaim, recoupment or
         termination whatsoever by reason of the invalidity, illegality,
         nongenuineness, irregularity, compromise, unenforceability of, or any
         other event or occurrence affecting, any Obligations of the Canadian
         Borrower or otherwise;

                  (e)      any amendment to, rescission, waiver, or other
         modification of, or any consent to departure from, any of the terms of
         this Agreement, any Canadian Note or any other Loan Document;

                  (f)      any addition, exchange, release, surrender or
         non-perfection of any collateral, or any amendment to or waiver or
         release or addition of, or consent to departure from, any other
         guaranty, held by any Secured Party or any holder of any Canadian Note
         securing any of the Obligations of the Canadian Borrower; or

                  (g)      any other circumstance which might otherwise
         constitute a defense available to, or a legal or equitable discharge
         of, the Canadian Borrower, any surety or any guarantor.

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         SECTION 10.4. Reinstatement, etc. The U.S. Borrower agrees that the
guaranty set forth in this Article X shall continue to be effective or be
reinstated, as the case may be, if at any time any payment (in whole or in part)
of any of the Obligations of the Canadian Borrower is rescinded or must
otherwise be restored by any Secured Party or any holder of any Canadian Note,
upon the insolvency, bankruptcy or reorganization of the Canadian Borrower or
otherwise, all as though such payment had not been made.

         SECTION 10.5. Waiver, etc. The U.S. Borrower hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations of the Canadian Borrower and the guaranty set forth in this Article
X and any requirement that either Canadian Administrative Agent, any other
Secured Party or any holder of any Canadian Note protect, secure, perfect or
insure any security interest or Lien, or any property subject thereto, or
exhaust any right or take any action against the Canadian Borrower, any other
Obligor or any other Person (including any other guarantor) or entity or any
collateral securing the Obligations of the Canadian Borrower.

         SECTION 10.6. Postponement of Subrogation, etc. The U.S. Borrower
agrees that it will not exercise any rights which it may acquire by way of
rights of subrogation under the guaranty set forth in this Article X, by any
payment made under the guaranty set forth in this Article X or otherwise, until
the prior payment in full in cash of all Obligations of the Canadian Borrower
and each other Obligor securing or guaranteeing the Obligations of the Canadian
Borrower, the termination or expiration of all Canadian Letters of Credit and
the termination of all Canadian Commitments. Any amount paid to the U.S.
Borrower on account of any such subrogation rights prior to the payment in full
in cash of all Obligations of the Canadian Borrower and each other Obligor
securing or guaranteeing the Obligations of the Canadian Borrower shall be held
in trust for the benefit of the Secured Parties and each holder of a Canadian
Note and shall immediately be paid to the Canadian Administrative Agents for the
benefit of the Secured Parties and each holder of a Canadian Note and credited
and applied against the Obligations of the Canadian Borrower and each other
Obligor securing or guaranteeing the Obligations of the Canadian Borrower,
whether matured or unmatured, in accordance with the terms of this Agreement. In
furtherance of the foregoing, for so long as any Obligations or Commitments in
respect of the Canadian Facility remain outstanding, the U.S. Borrower shall
refrain from taking any action or commencing any proceeding against the Canadian
Borrower or any other Obligor securing or guaranteeing the Obligations of the
Canadian Borrower (or its successors or assigns, whether in connection with a
bankruptcy proceeding or otherwise) to recover any amounts in the respect of
payments made under the guaranty set forth in this Article X to any Secured
Party or any holder of a Note.

         SECTION 10.7. Successors, Transferees and Assigns; Transfers of
Canadian Notes, etc. The guaranty set forth in this Article X shall:

                  (a)      be binding upon the U.S. Borrower, and its
         successors, transferees and assigns; and

                  (b)      inure to the benefit of and be enforceable by the
         Canadian Administrative Agents and each other Secured Party.

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Without limiting the generality of the foregoing clause (b), any Canadian Lender
may assign or otherwise transfer (in whole or in part) any Canadian Note or
Credit Extension relating thereto held by it to any other Person or entity, and
such other Person or entity shall thereupon become vested with all rights and
benefits in respect thereof granted to such Canadian Lender under any Loan
Document (including the guaranty set forth in this Article X) or otherwise,
subject, however, to any contrary provisions in such assignment or transfer, and
to the provisions of Section 12.11 and Article XI.

                                   ARTICLE XI
                                   THE AGENTS

         SECTION 11.1. Appointments and Authorizations; Actions. (a) Each Lender
hereby appoints Credit Suisse First Boston, acting through its Cayman Islands
Branch, as its Syndication Agent, each U.S. Lender appoints UBS AG, Stamford
Branch, as its U.S. Administrative Agent, each Canadian Term Loan Lender
appoints UBS AG, Stamford Branch, as its Canadian Term Administrative Agent, and
each Canadian Revolving Loan Lender appoints Canadian Imperial Bank of Commerce,
as its Canadian Revolving Administrative Agent under and for purposes of each
Loan Document. Each Lender authorizes the applicable Administrative Agent and/or
the Syndication Agent to act on behalf of such Lender under each Loan Document
and, in the absence of other written instructions from the Required Lenders
received from time to time by the Agents (with respect to which each such Agent
agrees that it will comply, except as otherwise provided in this Section or as
otherwise advised by counsel in order to avoid contravention of applicable law),
to exercise such powers hereunder and thereunder as are specifically delegated
to or required of each such Agent by the terms hereof and thereof, together with
such powers as may be reasonably incidental thereto. Each Lender hereby
indemnifies (which indemnity shall survive any termination of this Agreement)
each Agent, pro rata according to such Lender's proportionate Total Exposure
Amount, from and against any and all liabilities, obligations, losses, damages,
claims, costs or expenses of any kind or nature whatsoever which may at any time
be imposed on, incurred by, or asserted against, each such Agent in any way
relating to or arising out of any Loan Document, including reasonable attorneys'
fees, and as to which each such Agent is not reimbursed by the Borrowers;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, claims, costs or expenses which are
determined by a court of competent jurisdiction in a final proceeding to have
resulted from such Agent's gross negligence, bad faith or willful misconduct. No
Agent shall be required to take any action under any Loan Document, or to
prosecute or defend any suit in respect of any Loan Document, unless it is
indemnified hereunder to its satisfaction. If any indemnity in favor of an Agent
shall be or become, in such Agent's determination, inadequate, such Agent may
call for additional indemnification from the Lenders and cease to do the acts
indemnified against hereunder until such additional indemnity is given.
Notwithstanding any provision to the contrary contained elsewhere in any Loan
Document, no Agent shall have any duties or responsibilities except those
expressly set forth herein, nor shall any such Agent have or be deemed to have
any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into any Loan
Document or otherwise exist against either such Agent.

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                  (b)      Each Issuer shall act on behalf of the Lenders with
         respect to the Letters of Credit issued by it and the documents
         associated therewith until such time and except for so long as, with
         respect to any U.S. Issuer, the U.S. Administrative Agent and, with
         respect to any Canadian Issuer, the Canadian Revolving Administrative
         Agent, may agree at the request of the Required Lenders to act for such
         Issuer with respect thereto; provided that each Issuer shall have all
         of the benefits and immunities (i) provided to the Agents in this
         Section 11.1 with respect to any acts taken or omissions of such Issuer
         in connection with Letters of Credit issued by it or proposed to be
         issued by it and the applications and agreements for letters of credit
         pertaining to the Letters of Credit as fully as if the term "Agent", as
         used in this Section 11.1, included each such Issuer with respect to
         such acts or omissions, and (ii) as additionally provided in this
         Agreement with respect to each such Issuer.

                  (c)      Each Swing Line Lender shall have all of the benefits
         and immunities (i) provided to the Agents in this Section 11.1 with
         respect to any acts taken or omissions suffered by such Swing Line
         Lender in connection with Swing Line Loans made or proposed to be made
         by it as fully as if the term "Agent", as used in this Section 11.1,
         included such Swing Line Lender with respect to such acts or omissions
         and (ii) as additionally provided in this Agreement with respect to
         such Swing Line Lender.

                  (d)      The Lenders authorize the Administrative Agents to
         hold, for and on behalf of the Lenders, security in the assets and
         properties of Holdings and each of its Subsidiaries securing the
         Obligations.

                  (e)      Without prejudice to the foregoing, each Canadian
         Lender, for itself and on behalf of each of its Affiliates referred to
         in part (b) of the definition of "Secured Parties," hereby irrevocably
         appoints and authorizes the Canadian Revolving Administrative Agent
         (and any successor acting as the Canadian Revolving Administrative
         Agent) to act as the person holding the power of attorney (in such
         capacity, the "fonde de pouvoir") of each Canadian Lender and other
         such Secured Party as contemplated under Article 2692 of the Civil Code
         of Quebec, and to enter into, to take and to hold on their behalf, and
         for their benefit, each hypothec granted by the Canadian Borrower or
         any Canadian Subsidiary Guarantor under the Civil Code of Quebec (a
         "Hypothec"), and to exercise such powers and duties which are conferred
         upon the fonde de pouvoir under each Hypothec. Moreover, without
         prejudice to such appointment and authorization to act as the person
         holding the power of attorney as aforesaid, each Canadian Lender, for
         itself and on behalf of each of its Affiliates referred to above,
         hereby irrevocably appoints and authorizes the Canadian Revolving
         Administrative Agent (and any successor acting as the Canadian
         Revolving Administrative Agent) (in such capacity, the "Custodian") to
         act as agent and custodian for and on behalf of the Canadian Lenders
         and other such Secured Parties to hold and to be the sole registered
         holder of any debenture or bond which may be issued under any Hypothec,
         the whole notwithstanding Section 32 of the Act Respecting the Special
         Powers of Legal Persons (Quebec) or any other applicable law. In this
         respect, (i) (as specified in Section 2.8) records shall be kept
         indicating the names and addresses of, and the pro rata portion of the
         obligations and indebtedness secured by any pledge of any such
         debenture or bond and owing to each Canadian Lender, and (ii) each
         Canadian

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         Lender and other such Secured Party will be entitled to the benefits of
         any collateral covered by any Hypothec and will participate in the
         proceeds of realization of any such collateral, the whole in accordance
         with the terms hereof.

                  Each of the fonde de pouvoir and the Custodian shall (a)
         exercise, in accordance with the terms hereof, all rights and remedies
         given to the fonde de pouvoir and the Custodian (as applicable) with
         respect to the collateral under any Hypothec, any debenture or bond or
         pledge thereof relating to any Hypothec, applicable laws or otherwise,
         (b) benefit from and be subject to all provisions hereof with respect
         to the Administrative Agents mutatis mutandis including, without
         limitation, all such provisions with respect to the liability or
         responsibility to and indemnification by the Lenders, and (c) be
         entitled to delegate from time to time any of its powers or duties
         under any Hypothec, any debenture or bond or pledge thereof relating to
         any Hypothec, applicable laws or otherwise and on such terms and
         conditions as it may determine from time to time. Any person who
         becomes a Canadian Lender, for itself and on behalf of its Affiliates
         referred to above, shall be deemed to have consented to and confirmed:
         (i) the fonde de pouvoir as the person holding the power of attorney as
         aforesaid and to have ratified, as of the date it becomes a Canadian
         Lender or a Secured Party, all actions taken by the fonde de pouvoir as
         the person holding the power of attorney as aforesaid and to have
         ratified, as of the date it becomes a Canadian Lender or a Secured
         Party, all actions taken by the fonde de pouvoir in such capacity; and
         (ii) the Custodian as the agent and custodian as aforesaid and to have
         ratified, as the date it becomes a Canadian Lender or a Secured Party,
         all actions taken by the Custodian in such capacity.

         SECTION 11.2. Funding, Reliance, etc. Unless the applicable
Administrative Agent shall have been notified in writing by any Lender by 3:00
p.m. on the Business Day prior to a Borrowing that such Lender will not make
available the amount which would constitute its Percentage of such Borrowing on
the date specified therefor, such Administrative Agent may assume that such
Lender has made such amount available to such Administrative Agent and, in
reliance upon such assumption, make available to the applicable Borrower a
corresponding amount. If and to the extent that such Lender shall not have made
such amount available to such Administrative Agent, such Lender and the
applicable Borrower severally agree to repay such Administrative Agent forthwith
on demand such corresponding amount together with interest thereon, for each day
from the date such Administrative Agent made such amount available to such
Borrower to the date such amount is repaid to such Administrative Agent, at the
interest rate applicable at the time to Loans comprising such Borrowing (in the
case of such Borrower) and (in the case of a Lender), at the Federal Funds Rate
in the case of U.S. Loans and Canadian Term Loans or, in the case of Canadian
Revolving Loans or Canadian Swing Line Loans, the Interbank Reference Rate, for
the first two Business Days after which such amount has not been repaid, and
thereafter at the interest rate applicable to Loans comprising such Borrowing.

         SECTION 11.3. Exculpation. No Agent nor any of its respective
directors, officers, employees or agents shall be liable to any Lender for any
action taken or omitted to be taken by it under any Loan Document, in connection
herewith or therewith, except for its own willful misconduct, bad faith or gross
negligence, nor responsible for any recitals, statements, representations or
warranties herein or therein or in any certificate, report, statement or other
document referred to or provided for herein or therein, nor for the
effectiveness, enforceability,

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validity or due execution of any Loan Document, nor for the creation, perfection
or priority of any Liens purported to be created by any of the Loan Documents,
or the validity, genuineness, enforceability, existence, value or sufficiency of
any collateral security, nor to make any inquiry respecting the observance or
performance by any Obligor of its Obligations. Any such inquiry which may be
made by any Agent shall not obligate it to make any further inquiry or to take
any action. Each such Agent shall be entitled to rely upon advice of counsel
concerning legal matters and upon any notice, consent, certificate, statement or
writing which such Agent believes to be genuine and to have been presented by a
proper Person.

         SECTION 11.4. Successor. The Syndication Agent may resign as such upon
10 Business Day's notice to the Borrowers and the Administrative Agents. It is
agreed that to the extent the Syndication Agent has resigned, all provisions of
any Loan Document requiring the consent of the Syndication Agent or the Agents
shall be deemed to require the consent of the Administrative Agents. Any
Administrative Agent may resign as such at any time upon at least 30 days' prior
notice to the Borrowers and all Lenders. If any Administrative Agent at any time
shall resign, the Required Lenders may appoint another Lender as a successor
Administrative Agent which shall thereupon replace the resigning Administrative
Agent hereunder. If no successor Administrative Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent's giving notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent, which shall be one of the
Lenders or a commercial banking institution organized under the laws of (in the
case of the U.S Facility) the U.S. (or any State thereof) or a U.S. branch or
agency of a commercial banking institution, and (in the case of the Canadian
Facility) listed on Schedule I, II or III of the Bank Act (Canada) and (in each
case) having a combined capital and surplus of at least $250,000,000 to act as
the U.S. Administrative Agent, the Canadian Term Administrative Agent or the
Canadian Revolving Administrative Agent, as the case may be, until such time, if
any, as the Required Lenders appoint a successor Administrative Agent as
provided above; provided that if, such retiring Administrative Agent is unable
to find a commercial banking institution which is willing to accept such
appointment and which meets the qualifications set forth in above, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall assume and perform all of the duties of such
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor as provided for above. The appointment of any successor
Administrative Agent pursuant to the fifth sentence of this Section 11.4 shall
require the consent of the Canadian Borrower in the case of a Canadian
Administrative Agent and the U.S. Borrower in the case of the U.S.
Administrative Agent, which consent shall not be unreasonably withheld or
delayed and which consent shall not be required if a Default has occurred and is
then continuing. Upon the acceptance of any appointment as an Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall be entitled to receive from the retiring
Administrative Agent such documents of transfer and assignment as such successor
Administrative Agent may reasonably request, and shall thereupon succeed to and
become vested with all rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under the Loan Documents. After any retiring
Administrative Agent's resignation hereunder as an Administrative Agent, the
provisions of this Article shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was an Administrative Agent under the Loan
Documents, and Sections 12.3 and 12.4 shall continue to inure to its benefit.

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         SECTION 11.5. Credit Extensions by each Agent. Each of the Agents, and
each Issuer shall have the same rights and powers with respect to (x)(i) in the
case of an Agent, the Credit Extensions made by it or any of its Affiliates and
(ii) in the case of each Issuer, the Loans made by it or any of its Affiliates,
and (y) the Loans held by it or any of its Affiliates as any other Lender and
may exercise the same as if it were not an Agent or an Issuer. Each Agent, each
Issuer and each of their respective Affiliates may accept deposits from, lend
money to, and generally engage in any kind of business with either Borrower or
any Subsidiary or Affiliate of such Borrower as if such Agent or such Issuer
were not an Agent or an Issuer hereunder. The Lenders acknowledge that, pursuant
to such activities, the Agents or their respective Affiliates may receive
information regarding a Borrower or its Affiliates (including information that
may be subject to confidentiality obligations in favor of such Borrower or such
Affiliate) and acknowledge that the Agents and their respective Affiliates shall
be under no obligation to provide such information to them.

         SECTION 11.6. Credit Decisions. Each Lender acknowledges that it has,
independently of each Agent and each other Lender, and based on such Lender's
review of the financial information of the Borrowers and their Subsidiaries, the
Loan Documents (the terms and provisions of which being satisfactory to such
Lender) and such other documents, information and investigations as such Lender
has deemed appropriate, made its own credit decision to extend its Commitments.
Each Lender also acknowledges that it will, independently of each Agent and each
other Lender, and based on such other documents, information and investigations
as it shall deem appropriate at any time, continue to make its own credit
decisions as to exercising or not exercising from time to time any rights and
privileges available to it under the Loan Documents.

         SECTION 11.7. Copies, etc. Each Administrative Agent shall give prompt
notice to each Lender of each notice or request required or permitted to be
given to such Administrative Agents by a Borrower pursuant to the terms of the
Loan Documents (unless concurrently delivered to the Lenders by such Borrower).
The (i) U.S. Administrative Agent will distribute to each U.S. Lender (ii)
Canadian Term Administrative Agent will distribute to each Canadian Term Loan
Lender and (iii) Canadian Revolving Administrative Agent will distribute to each
Canadian Revolving Loan Lender and Canadian Term Loan Lender, each document or
instrument received for its account and copies of all other communications
received by such Administrative Agent from a Borrower for distribution to such
Lenders by such Administrative Agent in accordance with the terms of the Loan
Documents.

         SECTION 11.8. Reliance by Agents. Each of the Agents shall be entitled
to rely, and shall be fully protected in relying, upon any certification, notice
or other communication (including any thereof by telephone, telecopy, telegram
or cable) believed by it to be genuine and correct and to have been signed, sent
or made by or on behalf of the proper Person, and upon advice and statements of
legal counsel, independent accountants and other experts selected by such Agent.
As to any matters not expressly provided for by the Loan Documents, each of the
Agents shall in all cases be fully protected in acting, or in refraining from
acting, hereunder or thereunder in accordance with instructions given by the
Required Lenders or all of the Lenders as is required in such circumstance or as
such Agent deems appropriate, and such instructions of such Lenders and any
action taken or failure to act pursuant thereto shall be binding on all Secured
Parties; prior to acting, or refraining from acting, in any such circumstance,
either such

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Agent may request confirmation from the Lenders of their obligation to indemnify
such Agent against any and all liability and expense which may be incurred by it
by reason of taking or continuing to take any such action. For purposes of
applying amounts in accordance with this Section, each Agent shall be entitled
to rely upon any Secured Party that has entered into a Rate Protection Agreement
with any Obligor for a determination (which such Secured Party agrees to provide
or cause to be provided upon request of any Administrative Agent) of the
outstanding Obligations owed to such Secured Party under any Rate Protection
Agreement. Unless it has actual knowledge evidenced by way of written notice
from any such Secured Party and the U.S. Borrower to the contrary, each of the
Agents, in acting in such capacity under the Loan Documents, shall be entitled
to assume that no Rate Protection Agreements or Obligations in respect thereof
are in existence or outstanding between any Secured Party and any Obligor.

         SECTION 11.9. Notice of Defaults. No Agent shall be deemed to have
knowledge or notice of the occurrence of a Default or an Event of Default unless
such Agent has received a written notice from a Lender or either Borrower
specifying such Default or Event of Default and stating that such notice is a
"Notice of Default". In the event that any Agent receives such a notice of the
occurrence of a Default or Event of Default, such Agent shall give prompt notice
thereof to the Lenders. Each of the Agents shall (subject to Section 12.1) take
such action with respect to such Default or Event of Default as shall be
directed by the Required Lenders (or, if required, all Lenders) and in
accordance with the terms of this Agreement; provided that unless and until
either such Agent shall have received such directions, such Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the
best interest of the Lenders except to the extent that this Agreement expressly
requires that such action be taken, or not be taken, only with the consent or
upon the authorization of the Required Lenders or all Lenders, as applicable.

                                   ARTICLE XII
                            MISCELLANEOUS PROVISIONS

         SECTION 12.1. Waivers, Amendments, etc. The provisions of each Loan
Document (other than Letters of Credit, the Agents' Fee Letter (which documents
may be amended or otherwise modified in accordance with the terms thereof)) may
from time to time be amended, modified or waived, if such amendment,
modification or waiver is in writing and consented to by the Borrowers and the
Required Lenders; provided that no such amendment, modification or waiver shall:

                  (a)      modify or waive the provisions of Section 4.8
         requiring pro rata treatment of the Lenders or modify this Section 12.1
         without the consent of all Lenders (except such amendments as may be
         required for the purpose (but solely for the purpose) of effecting an
         increase of a Commitment Amount or the inclusion of a new commitment
         pursuant to clause (g) below);

                  (b)      increase the aggregate amount of any Credit
         Extensions required to be made by a Lender pursuant to a Commitment (it
         being understood that waivers or modifications (x) of conditions
         precedent, covenants, Defaults or Events of Default or (y) of a
         mandatory reduction in the Commitment Amount relating to such
         Commitment

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         shall not constitute an increase of the aggregate amount of Credit
         Extensions that may be required to be made by such Lender pursuant to
         such Commitment), extend any final Commitment Termination Date or
         reduce any fees described in Article III payable to any Lender (it
         being understood that any amendment or modification to the financial
         definitions in this Agreement or to Section 1.4 shall not constitute a
         reduction in the fees payable under Article III), in each case without
         the consent of such Lender;

                  (c)      extend the final Stated Maturity Date for any
         Lender's Loan, or, except for the waiver of any applicable post default
         increase in interest rates or fees, reduce the principal amount of,
         rate of interest or fees on any Loan or Reimbursement Obligations
         (which shall in each case include the conversion of all or any part of
         the Obligations into equity of any Obligor (it being understood that
         any amendment or modification to the financial definitions in this
         Agreement or to Section 1.4 shall not constitute a reduction in the
         rate of interest or fees for the purposes of this clause (c) so long as
         the principal purpose of such amendment or modification was not to
         reduce the rate of interest or fees)), or extend the date on which
         interest or fees are payable in respect of such Loan or Reimbursement
         Obligation, in each case, without the consent of the Lender which has
         made such Loan or, in the case of a Reimbursement Obligation, the
         respective Issuer owed, and those Lenders participating in, such
         Reimbursement Obligation (it being understood and agreed, however, that
         any vote to rescind any acceleration made pursuant to Section 8.2 and
         Section 8.3 of amounts owing with respect to the Loans and other
         Obligations shall only require the vote of the Required Lenders);

                  (d)      reduce the percentage set forth in the definition of
         "Required Lenders" (it being understood that, with the consent of the
         Required Lenders, additional extensions of credit pursuant to this
         Agreement may be included in the determination of the Required Lenders
         on substantially the same basis as the extensions of Term Loans and
         Revolving Loan Commitments are included on the Amendment Effective
         Date) or modify any requirement hereunder that any particular action be
         taken by all Lenders without the consent of all Lenders;

                  (e)      except as otherwise expressly provided in a Loan
         Document, (i) permit the assignment by either Borrower of its
         Obligations under the Loan Documents, (ii) release Holdings from its
         Obligations under the Holdings Guaranty, the U.S. Borrower from its
         obligations under the U.S. Borrower Guaranty or any Subsidiary
         Guarantor from its Obligations under the Subsidiary Guaranty (other
         than in connection with a Disposition of all or substantially all of
         the Capital Stock of such Subsidiary Guarantor in a transaction
         permitted by Section 7.2.11) or (iii) release all or substantially all
         of the collateral under the Loan Documents, in each case without the
         consent of all Lenders; provided that the Required Lenders may at any
         time consent to the release of any Subsidiary Guarantor that (A)
         accounted for no more than 15% of consolidated revenues of Holdings and
         its Subsidiaries for the four consecutive Fiscal Quarters of Holdings
         ending on June 30, 2003 or if more recent financial information is (or
         is required to be) available, the last day of the most recently
         completed Fiscal Quarter with respect to which, pursuant to Section
         7.1.1, financial statements have been, or are required to have been,
         delivered by Holdings to the Administrative Agents and (B) has assets
         which represent no more than 15% of the consolidated assets of Holdings
         and its Subsidiaries as

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         of June 30, 2003, or if more recent financial information is (or is
         required to be) available, the last day of the last Fiscal Quarter of
         the most recently completed Fiscal Quarter with respect to which,
         pursuant to Section 7.1.1, financial statements have been, or are
         required to have been, delivered by Holdings to the Administrative
         Agents;

                  (f)      amend, modify or waive clause (b) of Section 3.1.1 in
         a manner adverse to the holders of Revolving Loan Commitments unless
         such amendment, modification or waiver shall have been consented to by
         the holders of at least a majority of the Revolving Loan Commitments;

                  (g)      amend, modify or waive the provisions of clause
         (a)(i), (c), (d), (e), (f), (g), (h) or (j) of Section 3.1.1 or clause
         (b) of Section 3.1.2, unless such amendment, modification or waiver
         shall have been consented to by the holders of at least a majority of
         the aggregate amount of Loans outstanding under the Tranche or Tranches
         adversely affected by such modification (it being agreed that, in the
         event consented to by the Required Lenders, any increase in a
         Commitment Amount or the inclusion of another commitment to extend
         credit under this Agreement shall not be deemed for purposes of this
         clause (g) to constitute a modification that would adversely affect a
         Tranche);

                  (h)      change any of the terms of Section 2.3.2 without the
         consent of the Swing Line Lender affected thereby; or

                  (i)      affect adversely the interests, rights or obligations
         of any Agent (in its capacity as an Agent) or the Issuer, unless
         consented to by such Agent or the Issuer, as the case may be.

No failure or delay on the part of any Agent, the Issuer or any Lender in
exercising any power or right under any Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power or right
preclude any other or further exercise thereof or the exercise of any other
power or right. No notice to or demand on any Obligor in any case shall entitle
it to any notice or demand in similar or other circumstances. No waiver or
approval by any Agent, the Issuer or any Lender under any Loan Document shall,
except as may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions. No waiver or approval hereunder shall require any
similar or dissimilar waiver or approval thereafter to be granted hereunder.

         For purposes of this Section 12.1, the Administrative Agents, in
coordination with the Syndication Agent, shall have primary responsibility,
together with the Borrowers, in the negotiation, preparation and documentation
relating to any amendment, modification or waiver under this Agreement, any
other Loan Document or any other agreement or document related hereto or thereto
contemplated pursuant to this Section.

         SECTION 12.2. Notices; Time. All notices and other communications
provided under each Loan Document shall be in writing (including by facsimile)
and addressed, delivered or transmitted, if to any Agent, Holdings or a
Borrower, at its address or facsimile number set forth on Schedule III hereto,
and if to a Lender or an Issuer to the applicable Person at its address or
facsimile number set forth on Schedule III hereto or set forth in the Lender
Assignment

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Agreement pursuant to which it became a Lender hereunder, or at such other
address or facsimile number as may be designated by any such party in a notice
to the other parties. Any notice, if mailed and properly addressed with postage
prepaid or if properly addressed and sent by pre-paid courier service, shall be
deemed given when received; any notice, if transmitted by facsimile, shall be
deemed given when the confirmation of transmission thereof is received by the
transmitter. Unless otherwise indicated, all references to the time of a day in
a Loan Document shall refer to New York City time.

         SECTION 12.3. Payment of Costs and Expenses. Each Borrower agrees to
pay on demand all reasonable expenses of each Agent (including the reasonable
fees and out-of-pocket expenses of Mayer, Brown, Rowe & Maw LLP, counsel to the
Agents, and of local counsel, if any, who may be retained by or on behalf of the
Agents) in connection with

                  (a)      the negotiation, preparation, execution and delivery
         and ongoing administration of each Loan Document, including schedules
         and exhibits, the syndication of the Loans and any amendments, waivers,
         consents, supplements or other modifications to any Loan Document as
         may from time to time hereafter be required, whether or not the
         transactions contemplated hereby are consummated;

                  (b)      the filing or recording of any Loan Document
         (including the Filing Statements) and all amendments, supplements,
         amendment and restatements and other modifications to any thereof,
         searches made following the Original Closing Date in jurisdictions
         where Filing Statements (or other documents evidencing Liens in favor
         of the Secured Parties) have been recorded and any and all other
         documents or instruments of further assurance required to be filed or
         recorded by the terms of any Loan Document; and

                  (c)      the preparation and review of the form of any
         document or instrument relevant to any Loan Document.

Each Borrower further agrees to pay, and to save each Secured Party harmless
from all liability for, any stamp or other taxes which may be payable in
connection with the execution or delivery of each Loan Document, the Credit
Extensions or the issuance of the Loans. Each Borrower also agrees to reimburse
each Secured Party upon demand for all reasonable out-of-pocket expenses
(including reasonable attorneys' fees and legal expenses of counsel to each
Secured Party) incurred by such Secured Party in connection with the enforcement
of any Obligations.

         SECTION 12.4. Indemnification. In consideration of the entering into of
this Agreement by each Secured Party, each Borrower hereby indemnifies,
exonerates and holds each Secured Party and each of their respective officers,
directors, employees, agents, trustees and investment advisors (collectively,
the "Indemnified Parties") free and harmless from and against any and all
actions, causes of action, suits, losses, costs, liabilities and damages, and
expenses incurred in connection therewith (irrespective of whether any such
Indemnified Party is a party to the action for which indemnification hereunder
is sought), including reasonable attorneys' fees and disbursements, whether
incurred in connection with actions between or among the parties hereto or the
parties hereto and third parties (collectively, the "Indemnified Liabilities"),
incurred by the Indemnified Parties or any of them as a result of, or arising
out of, or relating to

                                     -138-

<PAGE>

                  (a)      any transaction financed or to be financed in whole
         or in part, directly or indirectly, with the proceeds of any Credit
         Extension, including all Indemnified Liabilities arising in connection
         with the Transaction or the Gentek Acquisition;

                  (b)      the entering into and performance of any Loan
         Document by any of the Indemnified Parties (including any action
         brought by or on behalf of a Borrower as the result of any
         determination by the Required Lenders pursuant to Article V not to fund
         any Credit Extension, provided that any such action is resolved
         pursuant to a final judgment in a court of competent jurisdiction in
         favor of such Indemnified Party);

                  (c)      any investigation, litigation or proceeding related
         to any acquisition or proposed acquisition by any Obligor or any
         Subsidiary thereof of all or any portion of the Capital Stock or assets
         of any Person, whether or not an Indemnified Party is party thereto;

                  (d)      any investigation, litigation or proceeding under any
         Environmental Laws arising from the Release or threatened Release by
         any Obligor or any Subsidiary thereof of any Hazardous Material;

                  (e)      any investigation, claim, litigation, or proceeding
         related to personal injury arising from exposure or alleged exposure to
         Hazardous Materials handled by a Borrower or any of its Subsidiaries;

                  (f)      the presence on or under, or the escape, seepage,
         leakage, spillage, discharge, emission, discharging or Releases from,
         any real property owned or operated by any Obligor or any Subsidiary
         thereof of any Hazardous Material (including any losses, liabilities,
         damages, injuries, costs, expenses or claims asserted or arising under
         any Environmental Law), regardless of whether caused by, or within the
         control of, such Obligor or Subsidiary; or

                  (g)      each Lender's Environmental Liability (the
         indemnification herein shall survive repayment of the Obligations and
         any transfer of the property of any Obligor or its Subsidiaries by
         foreclosure or by a deed in lieu of foreclosure for any Lender's
         Environmental Liability, regardless of whether caused by, or within the
         control of, such Obligor or such Subsidiary);

except for Indemnified Liabilities arising for the account of a particular
Indemnified Party by reason of such Indemnified Party's gross negligence or
willful misconduct as determined by a court of competent jurisdiction in a final
proceeding. Each Obligor and its successors and assigns hereby waive, release
and agree not to make any claim or bring any cost recovery action against any
Indemnified Party under CERCLA or any state equivalent, or any similar law now
existing or hereafter enacted, with respect to any liabilities subject to
indemnification under this Section 12.4. It is expressly understood and agreed
that to the extent that any Indemnified Party is strictly liable under any
Environmental Laws, each Obligor's obligation to such Indemnified Party under
this indemnity shall likewise be without regard to fault on the part of any
Obligor with respect to the violation or condition which results in liability of
an Indemnified Party. If and to the extent that the foregoing undertaking may be
unenforceable for any reason, each

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<PAGE>

Obligor agrees to make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable
law.

         SECTION 12.5. Survival. The obligations of the Borrowers under Sections
4.3, 4.4, 4.5, 4.6, 12.3 and 12.4 and the obligations of the Lenders under
Section 11.1, shall in each case survive any assignment from one Lender to
another (in the case of Sections 12.3 and 12.4) and the occurrence of the
Termination Date. The representations and warranties made by each Obligor in
each Loan Document shall survive the execution and delivery of such Loan
Document.

         SECTION 12.6. Severability. Any provision of any Loan Document which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of such Loan
Document or affecting the validity or enforceability of such provision in any
other jurisdiction.

         SECTION 12.7. Headings. The various headings of each Loan Document are
inserted for convenience only and shall not affect the meaning or interpretation
of such Loan Document or any provisions thereof.

         SECTION 12.8. Execution in Counterparts. This Agreement may be executed
by the parties hereto in several counterparts, each of which shall be an
original and all of which shall constitute together but one and the same
agreement.

         SECTION 12.9. Governing Law; Entire Agreement. EACH LOAN DOCUMENT
(OTHER THAN THE LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW AND EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING
FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK). EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO LAWS OR RULES ARE DESIGNATED, THE INTERNATIONAL STANDBY
PRACTICES (ISP98--INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 590 (THE
"ISP RULES")) AND, AS TO MATTERS NOT GOVERNED BY THE ISP RULES, THE LAWS OF THE
STATE OF NEW YORK. The Loan Documents constitute the entire understanding among
the parties hereto with respect to the subject matter thereof and supersede any
prior agreements, written or oral, with respect thereto.

         SECTION 12.10. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that neither Borrower
may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by either Borrower without such consent shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby

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<PAGE>

and, to the extent expressly contemplated hereby, the Indemnified Parties) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

         SECTION 12.11. Sale and Transfer of Credit Extensions; Participations
in Credit Extensions Notes. Each Lender may assign, or sell participations in,
its Loans, Letters of Credit and Commitments to one or more other Persons in
accordance with this the terms set forth below.

         (a)      Any Lender may assign ("Assignor Lender") to one or more
Eligible Assignees ("Assignee Lender") all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitments
and the Loans at the time owing to it); provided that (i) except in the case of
an assignment of the entire remaining amount of the Assignor Lender's
Commitments and the Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Commitments (which for this
purpose includes Loans outstanding thereunder) or principal outstanding balance
of the Loans of the Assignor Lender subject to each such assignment (determined
as of the date the Lender Assignment Agreement with respect to such assignment
is delivered to the applicable Administrative Agent(s)) shall not be less than
$1,000,000 (or, in the case of Canadian Loans denominated in Canadian Dollars,
Cdn $1,000,000), unless each of the applicable Administrative Agent(s) and, at
any time after the Primary Syndication and so long as no Event of Default has
occurred and is continuing, the applicable Borrower, otherwise consent (each
such consent not to be unreasonably withheld or delayed), (ii) each partial
assignment shall be made as an assignment of a proportionate part of all the
Assignor Lender's rights and obligations under this Agreement with respect to
the Loans and/or the Commitments assigned, except that this clause (ii) shall
not prohibit any Lender from assigning all or a portion of its rights and
obligations among separate Tranches on a non-pro rata basis, other than an
assignment of any rights and obligations with respect to U.S. Term Loans and
Canadian Term Loans, which may only be assigned on a pro rata basis and (iii)
the parties to each assignment shall execute and deliver to the applicable
Administrative Agent(s) a Lender Assignment Agreement (including, if the
Assignee Lender is not a Lender, the delivery of administrative details
information to the applicable Administrative Agent(s)), together with a
processing and recordation fee of $3,500 to the U.S. Administrative Agent or the
Canadian Term Administrative Agent or Cdn $4,500 to the Canadian Revolving
Administrative Agent, as applicable, to be paid by the Assignor Lender or the
Assignee Lender (it being understood and agreed by the U.S. Administrative Agent
and the Canadian Term Administrative Agent that so long as the same institution
(including by way of any branch or affiliate thereof) is acting in both such
capacities, that only one assignment fee shall be required to be paid in
connection with any assignment by a Lender of its Term Loans). Subject to
acceptance and recording thereof by the applicable Administrative Agent(s)
pursuant to clause (b) below and the last sentence of clause (b) of Section 2.7
or 2.8, as applicable, from and after the effective date specified in each
Lender Assignment Agreement, the Assignee Lender thereunder shall be a party
hereto and, to the extent of the interest assigned by such Lender Assignment
Agreement, have the rights and obligations of a Lender under this Agreement, and
the Assignor Lender thereunder shall, to the extent of the interest assigned by
such Lender Assignment Agreement, be released from its obligations under this
Agreement (and, in the case of a Lender Assignment Agreement covering all of the
Assignor Lender's rights and obligations under this Agreement, such Lender shall
cease to be a party hereto, but shall continue to be entitled to the benefits of
any provisions of this Agreement which by their terms survive the

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<PAGE>

termination of this Agreement). Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this clause shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with clause (c)
below. If the consent of a Borrower to an assignment or to an Eligible Assignee
is required hereunder (including a consent to an assignment which does not meet
the minimum assignment thresholds specified in this Section), such Borrower
shall be deemed to have given its consent five Business Days after the date
written notice thereof has been received by such Borrower from the applicable
Administrative Agent unless such consent is expressly refused by the Borrowers
prior to such fifth Business Day.

         The U.S. Administrative Agent shall record each assignment made in
accordance with this Section in the U.S. Register pursuant to clause (b) of
Section 2.7. The U.S. Register shall be available for inspection by the
Borrowers and (so long as Credit Suisse First Boston Corporation remains a
Lender) Credit Suisse First Boston Corporation (or any of its affiliates), at
any reasonable time and from time to time upon reasonable prior notice. The
applicable Canadian Administrative Agent shall record each assignment made in
accordance with this Section in the applicable Canadian Register pursuant to
clause (b) of Section 2.8. Each Canadian Register shall be available for
inspection by the Borrowers and (so long as Credit Suisse First Boston
Corporation remains a Lender) Credit Suisse First Boston Corporation (or any of
its affiliates), at any reasonable time and from time to time upon reasonable
prior notice. Notwithstanding anything contained herein to the contrary, in the
case of any assignment by a Lender to its Affiliate or Approved Fund, such
assignment shall be effective immediately between such Lender and its Affiliate
or Approved Fund without necessity of prior compliance with clause (a)(iii) of
this Section 12.11 or acceptance or recordation by the applicable Administrative
Agent; provided, however, that, for all other purposes of this Agreement and
each other Loan Document, including in respect of all lending or other credit
extension commitments, payments, sharing arrangements, notice provisions or
otherwise, such assignment shall not be effective as between (x) the applicable
Lender making such assignment or its assignee, on the one hand, and (y) the
applicable Borrower, the applicable Administrative Agent, any applicable Issuer
or any other Lender, on the other hand, until such compliance, acceptance and
recording required pursuant to such clause (a)(iii) have occurred, including the
payment of any applicable fees required thereby.

         (b)      Any Lender may, without the consent of, or notice to, the
Borrowers or the Agents, sell participations to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitments
and/or the Loans owing to it); provided that (x) such Lender's obligations under
this Agreement shall remain unchanged, (y) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (z) the Borrowers, the Agents and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver with
respect to the following: (i) modification of Section 12.1 (except as otherwise
expressly permitted thereby), (ii) any reduction in the interest

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<PAGE>

rate or amount of fees that such Participant is otherwise entitled to receive
(it being understood that any amendment or modification to the financial
definitions in this Agreement or to Section 1.4 shall not constitute a reduction
in the interest rate or the fees payable to such Participant), (iii) a decrease
in the principal amount of, or an extension of the final Stated Maturity Date
of, any Loan in which such Participant has purchased a participating interest,
(iv) an extension of the date on which interest or fees are payable in respect
of any Loan, (v) a reduction in the percentage set forth in the definition of
"Required Lenders" (it being understood that, with the consent of the Required
Lenders, additional extensions of credit pursuant to this Agreement may be
included in the determination of the Required Lenders on substantially the same
basis as the extensions of Term Loans and Revolving Loan Commitments are
included on the Amendment Effective Date), or (vi) a release of all or
substantially all of the collateral security under the Loan Documents or all or
substantially all of the Guarantors from their obligations under the Guaranties,
in each case except as otherwise specifically provided in the proviso to clause
(e) of Section 12.1 or in any Loan Document. Subject to clause (d) below, the
Borrowers agree that each Participant shall be entitled to the benefits of
Sections 4.3, 4.4, 4.5, 4.6, 7.1.1, 12.3 and 12.4 to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to clause
(a). To the extent permitted by law, each Participant also shall be entitled to
the benefits of Section 4.9 as though it were a Lender, provided such
Participant agrees to be subject to Section 4.8 as though it were a Lender.

         (c)      Each Participant shall only be indemnified for increased costs
and taxes pursuant to Section 4.3, 4.5 or 4.6 if and to the extent that the
Lender which sold such participating interest to such Participant concurrently
is entitled to make, and does make, a claim on the applicable Borrower for such
increased costs. Any Lender that sells a participating interest in any Loan,
Commitment or other interest to a Participant under this Section shall indemnify
and hold harmless the applicable Borrower and the applicable Administrative
Agent(s) from and against any taxes, penalties, interest or other costs or
losses (including reasonable attorneys' fees and expenses) incurred or payable
by such Borrower or such Administrative Agent(s) as a result of the failure of
such Borrower or such Administrative Agent(s) to comply with its obligations to
deduct or withhold any Taxes from any payments made pursuant to this Agreement
to such Lender or such Administrative Agent(s), as the case may be, which Taxes,
with respect to the U.S. Facility, would not have been incurred or payable if
such Participant had been a Non-U.S. Lender that was entitled to deliver to the
U.S. Borrower, the U.S. Administrative Agent or such Lender, and did in fact so
deliver, a duly completed and valid Form W-8BEN or W-8ECI (or applicable
successor forms) entitling such Participant to receive payments under this
Agreement without deduction or withholding of any United States federal taxes
and, with respect to the Canadian Facility, would not have been incurred or
payable if such Participant had been a Canadian Person.

         (d)      Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (i) to secure
obligations of such Lender to a Federal Reserve Bank and (ii) in connection with
any securitization of any portfolio loans of such Lender, in each case without
the prior written consent of any other Person; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                                     -143-

<PAGE>

         (e)      Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Bank") may grant to a special purpose funding vehicle (a
"SPC"), identified as such in writing from time to time by the Granting Bank to
the Administrative Agents and the U.S. Borrower, the option to provide to a
Borrower all or any part of any Loan that such Granting Bank would otherwise be
obligated to make to such Borrower pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to make any Loan, (ii)
if an SPC elects not to exercise such option or otherwise fails to provide all
or any part of such Loan, the Granting Bank shall be obligated to make such Loan
pursuant to the terms hereof and (iii) such SPC shall be granted no voting
rights other than those permitted to be granted to a Participant pursuant to
clause (c) of Section 12.11. The making of a Loan by a SPC hereunder shall
utilize the Commitment of the Granting Bank to the same extent, and as if, such
Loan were made by such Granting Bank. Each party hereto hereby agrees that no
SPC shall be liable for any indemnity or similar payment obligation under this
Agreement (all liability for which shall remain with the Granting Bank). In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPC, it will not institute against, or
join any other person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the
laws of the United States or any State thereof. In addition, notwithstanding
anything to the contrary contained in this Section, any SPC may (i) with notice
to, but without the prior written consent of, the Borrowers and the
Administrative Agents and without paying any processing fee therefor, assign all
or a portion of its interests in any Loans to the Granting Bank or to any
financial institutions (consented to by the U.S. Borrower and Administrative
Agent) providing liquidity and/or credit support to or for the account of such
SPC to support the funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC.

         SECTION 12.12. Other Transactions. Nothing contained herein shall
preclude any Administrative Agent, any Issuer or any other Lender from engaging
in any transaction, in addition to those contemplated by the Loan Documents,
with either Borrower or any of its Affiliates in which such Borrower or such
Affiliate is not restricted hereby from engaging with any other Person.

         SECTION 12.13. Independence of Covenants. All covenants contained in
this Agreement and each other Loan Document shall be given independent effect
such that, in the event a particular action or condition is not permitted by any
of such covenants, the fact that it would be permitted by an exception to, or be
otherwise within the limitations of, another covenant shall not, unless
expressly so provided in such first covenant, avoid the occurrence of a Default
or an Event of Default if such action is taken or such condition exists.

         SECTION 12.14. Judgment Currency. (a) If, for the purpose of obtaining
judgment in any court, it is necessary to convert a sum due hereunder, under any
Note or under any other Loan Document in another currency into U.S. Dollars or
into Canadian Dollars, as the case may be, the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used
shall be that at which, in accordance with normal banking procedures, the
applicable Secured Party could purchase such other currency with U.S. Dollars or
with Canadian

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<PAGE>

Dollars, as the case may be, in New York City, at the close of business on the
Business Day immediately preceding the day on which final judgment is given,
together with any premiums and costs of exchange payable in connection with such
purchase.

         (b) The obligation of each of the Borrowers in respect of any sum due
from it to any Agent, any Lender or any other Secured Party hereunder, under any
Note or under any other Loan Document shall, notwithstanding any judgment in a
currency other than U.S. Dollars or Canadian Dollars, as the case may be, be
discharged only to the extent that on the Business Day next succeeding receipt
by such Agent, such Lender or such other Secured Party of any sum adjudged to be
so due in such other currency, such Agent, such Lender or such other Secured
Party may, in accordance with normal banking procedures, purchase U.S. Dollars
or Canadian Dollars, as the case may be, with such other currency. If the U.S.
Dollars or Canadian Dollars so purchased are less than the sum originally due to
such Agent, such Lender or such other Secured Party in U.S. Dollars or in
Canadian Dollars, each of the Borrowers agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify such Agent, such Lender or such
other Secured Party against such loss. If the U.S. Dollars or Canadian Dollars
so purchased exceed the sum originally due to such Agent, such Lender or such
other Secured Party in U.S. Dollars or in Canadian Dollars, such Agent, such
Lender or such other Secured Party shall remit such excess to the applicable
Borrower.

         SECTION 12.15. Tax Matters Disclosure. Notwithstanding anything
contained in this Agreement or the Amendment Agreement to the contrary, and
notwithstanding any other express or implied agreement or understanding to the
contrary, each party to this Agreement and the Amendment Agreement (and each
such party's respective Affiliates and such party's and such Affiliates'
employees, representatives or other agents) may disclose to any and all persons
without limitation of any kind, the "tax treatment" and "tax structure" (in each
case, within the meaning of Treasury Regulation Section 1.6011-4) of the
transactions contemplated by this Agreement and the Amendment Agreement and all
materials of any kind that are provided to such party (including opinions or
other tax analyses) relating to such tax treatment and tax structure; provided,
that with respect to any document or similar item that in either case contains
information concerning such tax treatment or tax structure of the transactions
contemplated by this Agreement and the Amendment Agreement as well as other
information, this sentence shall only apply to such portions of the document or
similar item that are relevant to understanding the purported or claimed United
States federal tax treatment or United States federal tax structure of the
transactions contemplated by this Agreement and the Amendment Agreement.

         SECTION 12.16. Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE LENDERS, THE ISSUERS, HOLDINGS OR
EITHER BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND
MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK IN THE CITY OF NEW YORK OR IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER

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<PAGE>

PROPERTY MAY BE BROUGHT, AT THE AGENTS' OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF
HOLDINGS AND EACH BORROWER HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEM
(THE "PROCESS AGENT"), WITH AN OFFICE ON THE DATE HEREOF AT 111 EIGHTH AVENUE,
NEW YORK, NEW YORK 10016, UNITED STATES, AS ITS AGENT TO RECEIVE, ON ITS BEHALF
AND ON BEHALF OF ITS PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT
AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. SUCH
SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO SUCH
OBLIGOR IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENT'S ABOVE ADDRESS, AND
SUCH OBLIGOR HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO
ACCEPT SUCH SERVICE ON ITS BEHALF. AS AN ALTERNATIVE METHOD OF SERVICE, EACH OF
HOLDINGS AND EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION
11.2. EACH OF HOLDINGS AND EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE
OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT HOLDINGS OR EITHER
BORROWER, AS THE CASE MAY BE, HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH OF HOLDINGS AND EACH
BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

         SECTION 12.17. Waiver of Jury Trial. EACH AGENT, EACH LENDER, EACH
ISSUER, HOLDINGS AND EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
SUCH AGENT, SUCH LENDER, SUCH ISSUER, HOLDINGS OR EITHER BORROWER IN CONNECTION
THEREWITH. EACH OF HOLDINGS AND EACH BORROWER ACKNOWLEDGES AND AGREES THAT IT
HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH
OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH AGENT, EACH LENDER AND EACH
ISSUER ENTERING INTO THE LOAN DOCUMENTS.

             [END OF TEXT OF AMENDED AND RESTATED CREDIT AGREEMENT]

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