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                                                                    EXHIBIT 10.1
================================================================================


                                 $1,700,000,000
                           THIRD AMENDED AND RESTATED
                         CREDIT AND GUARANTEE AGREEMENT

                           Dated as of March 26, 2001

                                      among

                                LEAR CORPORATION,
                                  LEAR CANADA,
                        THE FOREIGN SUBSIDIARY BORROWERS,

                            The Lenders Party Hereto,

                             BANK OF AMERICA, N.A.,
                                 CITIBANK, N.A.
                                       and
                         DEUTSCHE BANC ALEX. BROWN INC.,
                             as Syndication Agents,

                            THE BANK OF NOVA SCOTIA,
            as Documentation Agent and Canadian Administrative Agent,

                            The Other Agents Named in
                               Schedule IX Hereto

                                       and

                            THE CHASE MANHATTAN BANK,
                         as General Administrative Agent

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

                                    JP MORGAN
                                       and
                         BANC OF AMERICA SECURITIES LLC,
                   as Co-Lead Arrangers and Joint Bookrunners


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



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                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                                                PAGE
<S>               <C>                                                                                           <C>
SECTION 1.        DEFINITIONS.....................................................................................1
         1.1      Defined Terms...................................................................................1
         1.2      Other Definitional Provisions..................................................................35

SECTION 2.        AMOUNT AND TERMS OF U.S. REVOLVING CREDIT COMMITMENTS..........................................36
         2.1      U.S. Revolving Credit Commitments..............................................................36
         2.2      Repayment of U.S. Revolving Credit Loans; Evidence of Debt.....................................36
         2.3      Procedure for U.S. Revolving Credit Borrowing..................................................37
         2.4      Termination or Reduction of U.S. Revolving Credit Commitments..................................38
         2.5      Borrowings of U.S. Revolving Credit Loans and Refunding of Loans...............................38

SECTION 3.        AMOUNT AND TERMS OF SWING LINE COMMITMENTS.....................................................41
         3.1      Swing Line Commitments.........................................................................41
         3.2      Procedure for Swing Line Borrowings; Interest Rate.............................................42
         3.3      Repayment of Swing Line Loans; Evidence of Debt................................................42
         3.4      Refunding of Swing Line Borrowings.............................................................43
         3.5      Participating Interests........................................................................43

SECTION 4.        AMOUNT AND TERMS OF CAF ADVANCES...............................................................44
         4.1      CAF Advances...................................................................................44
         4.2      Procedure for CAF Advance Borrowing............................................................44
         4.3      CAF Advance Payments...........................................................................47
         4.4      Evidence of Debt...............................................................................48
         4.5      Certain Restrictions...........................................................................48

SECTION 5.        AMOUNT AND TERMS OF THE CANADIAN COMMITMENTS...................................................49
         5.1      Canadian Revolving Credit Commitments..........................................................49
         5.2      Repayment of Canadian Revolving Credit Loans; Evidence of Debt.................................49
         5.3      Procedure for Canadian Revolving Credit Borrowing..............................................50
         5.4      Termination or Reduction of Canadian Revolving Credit Commitments..............................51

SECTION 6.        AMOUNT AND TERMS OF CANADIAN ACCEPTANCE FACILITY...............................................51
         6.1      Acceptance Commitments.........................................................................51
         6.2      Creation of Acceptances........................................................................51
         6.3      Discount of Acceptances........................................................................52
         6.4      Stamping Fees..................................................................................53
         6.5      Acceptance Reimbursement Obligations...........................................................53
         6.6      Converting Canadian Revolving Credit Loans to Acceptances and Acceptances to Canadian
                  Revolving Credit Loans.........................................................................55
         6.7      Allocation of Acceptances......................................................................55
         6.8      Special Provisions Relating to Acceptance Notes................................................56
</TABLE>



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<CAPTION>

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         6.9      Existing Acceptances and Acceptance Notes......................................................56

SECTION 7.        AMOUNT AND TERMS OF MULTICURRENCY COMMITMENT...................................................56
         7.1      Multicurrency Commitments......................................................................56
         7.2      Repayment of Multicurrency Loans; Evidence of Debt.............................................57
         7.3      Procedure for Multicurrency Borrowing..........................................................57
         7.4      Termination or Reduction of Multicurrency Commitments..........................................58
         7.5      Redenomination and Alternative Currencies......................................................58

SECTION 8.        ALTERNATE CURRENCY FACILITIES..................................................................58
         8.1      Terms of Alternate Currency Facilities.........................................................58
         8.2      Reporting of Alternate Currency Outstandings...................................................60

SECTION 9.        LETTERS OF CREDIT..............................................................................61
         9.1      Letters of Credit..............................................................................61
         9.2      Procedure for Issuance of Letters of Credit....................................................62
         9.3      Participating Interests........................................................................62
         9.4      Payments.......................................................................................63
         9.5      Further Assurances.............................................................................63
         9.6      Obligations Absolute...........................................................................64
         9.7      Letter of Credit Application...................................................................64
         9.8      Purpose of Letters of Credit...................................................................64
         9.9      Currency Adjustments...........................................................................65

SECTION 10.       GENERAL PROVISIONS APPLICABLE TO LOANS.........................................................65
         10.1     Interest Rates and Payment Dates...............................................................65
         10.2     Conversion and Continuation Options............................................................66
         10.3     Minimum Amounts of Tranches....................................................................67
         10.4     Optional and Mandatory Prepayments.............................................................67
         10.5     Facility Fees; Other Fees......................................................................70
         10.6     Computation of Interest and Fees...............................................................71
         10.7     Inability to Determine Interest Rate...........................................................72
         10.8     Pro Rata Treatment and Payments................................................................73
         10.9     Illegality.....................................................................................76
         10.10    Requirements of Law............................................................................77
         10.11    Indemnity......................................................................................79
         10.12    Taxes..........................................................................................79
         10.13    Assignment of Commitments Under Certain Circumstances..........................................81
         10.14    Use of Proceeds................................................................................82

SECTION 11.       REPRESENTATIONS AND WARRANTIES.................................................................82
         11.1     Financial Statements...........................................................................82
         11.2     No Change......................................................................................82
         11.3     Existence; Compliance with Law.................................................................83
</TABLE>




                                       ii

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<TABLE>
<CAPTION>

                                                                                                                Page
                                                                                                                ----
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         11.4     Power; Authorization; Enforceable Obligations..................................................83
         11.5     No Legal Bar; Senior Debt......................................................................84
         11.6     No Material Litigation.........................................................................84
         11.7     No Default.....................................................................................84
         11.8     Ownership of Property; Liens...................................................................84
         11.9     Taxes..........................................................................................85
         11.10    Securities Law, etc. Compliance................................................................85
         11.11    ERISA 87.......................................................................................85
         11.12    Investment Company Act; Other Regulations......................................................86
         11.13    Subsidiaries, etc..............................................................................86
         11.14    Accuracy and Completeness of Information.......................................................86
         11.15    Security Documents.............................................................................86
         11.16    Patents, Copyrights, Permits and Trademarks....................................................87
         11.17    Environmental Matters..........................................................................87

SECTION 12.       CONDITIONS PRECEDENT...........................................................................88
         12.1     Conditions to Closing Date.....................................................................88
         12.2     Conditions to Each Extension of Credit.........................................................90

SECTION 13.       AFFIRMATIVE COVENANTS..........................................................................91
         13.1     Financial Statements...........................................................................91
         13.2     Certificates; Other Information................................................................91
         13.3     Performance of Obligations.....................................................................92
         13.4     Conduct of Business, Maintenance of Existence and Compliance with Obligations and Laws.........92
         13.5     Maintenance of Property; Insurance.............................................................93
         13.6     Inspection of Property; Books and Records; Discussions.........................................93
         13.7     Notices........................................................................................93
         13.8     Maintenance of Liens of the Security Documents.................................................95
         13.9     Environmental Matters..........................................................................95
         13.10    Security Documents; Guarantee Supplement.......................................................95

SECTION 14.       NEGATIVE COVENANTS.............................................................................97
         14.1     Financial Covenants............................................................................97
         14.2     Limitation on Indebtedness.....................................................................97
         14.3     Limitation on Liens............................................................................98
         14.4     Limitation on Guarantee Obligations...........................................................100
         14.5     Limitations on Fundamental Changes............................................................101
         14.6     Limitation on Sale of Assets..................................................................101
         14.7     Limitation on Dividends.......................................................................102
         14.8     Limitation on Subsidiary and Secured Indebtedness.............................................103
         14.9     Limitation on Investments, Loans and Advances.................................................103
         14.10    Limitation on Optional Payments and Modification of Debt Instruments; Certain
                  Derivative Transactions.......................................................................105
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                                      iii

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         14.11    Transactions with Affiliates..................................................................105
         14.12    Corporate Documents...........................................................................106
         14.13    Fiscal Year...................................................................................106
         14.14    Limitation on Restrictions Affecting Subsidiaries.............................................106
         14.15    Special Purpose Subsidiary....................................................................106
         14.16    Interest Rate Agreements......................................................................106

SECTION 15.       GUARANTEE.....................................................................................107
         15.1     Guarantee.....................................................................................107
         15.2     No Subrogation................................................................................107
         15.3     Amendments, etc. with respect to the Obligations; Waiver of Rights............................108
         15.4     Guarantee Absolute and Unconditional..........................................................108
         15.5     Reinstatement.................................................................................109
         15.6     Payments......................................................................................109

SECTION 16.       EVENTS OF DEFAULT.............................................................................110

SECTION 17.       THE ADMINISTRATIVE AGENTS, THE DOCUMENTATION AGENT, THE SYNDICATION AGENTS, THE SENIOR
                  MANAGING AGENTS, THE MANAGING AGENTS, THE CO-AGENTS...........................................113
         17.1     Appointment...................................................................................113
         17.2     Delegation of Duties..........................................................................114
         17.3     Exculpatory Provisions........................................................................114
         17.4     Reliance by Administrative Agent..............................................................114
         17.5     Notice of Default.............................................................................115
         17.6     Non-Reliance on Administrative Agents and Other Lender........................................115
         17.7     Indemnification...............................................................................115
         17.8     Administrative Agents in their Individual Capacity............................................116
         17.9     Successor Administrative Agents...............................................................116
         17.10    The Documentation Agent, Syndication Agents, Senior Managing Agents, Managing Agents
                  and Co-Agents.................................................................................117
         17.11    Actions Under Security Documents..............................................................117
         17.12    Intercreditor Agreement.......................................................................117

SECTION 18.       MISCELLANEOUS.................................................................................117
         18.1     Amendments and Waivers........................................................................117
         18.2     Notices.......................................................................................120
         18.3     No Waiver; Cumulative Remedies................................................................121
         18.4     Survival of Representations and Warranties....................................................121
         18.5     Payment of Expenses and Taxes.................................................................121
         18.6     Successors and Assigns; Participations and Assignments........................................122
         18.7     Adjustments; Set-Off..........................................................................125
         18.8     Loan Conversion/Participations................................................................126
         18.9     Counterparts..................................................................................128
</TABLE>




                                       iv

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<TABLE>
<CAPTION>

                                                                                                                Page
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<S>               <C>                                                                                           <C>
         18.10    Severability..................................................................................128
         18.11    Integration...................................................................................128
         18.12    GOVERNING LAW.................................................................................128
         18.13    Submission to Jurisdiction; Waivers...........................................................128
         18.14    Acknowledgments...............................................................................129
         18.15    WAIVERS OF JURY TRIAL.........................................................................129
         18.16    Power of Attorney.............................................................................129
         18.17    Intercreditor Agreement.......................................................................129
         18.18    Release of Collateral and Guarantees..........................................................129
         18.19    Judgment......................................................................................130
         18.20    Confidentiality...............................................................................131
         18.21    Effect of Amendment and Restatement of the Existing Credit Agreement..........................131
         18.22    Conflicts.....................................................................................131

</TABLE>



                                       v
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SCHEDULES:

     I                 Commitments; Addresses
     II                Foreign Subsidiary Borrowers
     III               Administrative Schedule
     IV                [Reserved]
     V                 [Reserved]
     VI                Subsidiaries
     VII               Hazardous Material
     VIII              Contractual Obligation Restrictions
     IX                Agents

EXHIBITS:

     A               Form of U.S. Revolving Credit Note
     B               Form of Canadian Revolving Credit Note
     C               Form of Draft
     D               Form of Power of Attorney
     E               Form of Acceptance Note
     F               Form of CAF Advance Request
     G               Form of CAF Advance Offer
     H               Form of CAF Advance Confirmation
     I               Form of Joinder Agreement
     J               Form of Alternate Currency Facility Addendum
     K               Form of Assignment and Acceptance
     L               Form of Opinion of Winston & Strawn
     M               Form of Opinion of Torys
     N               Matters to be Covered by Foreign Subsidiary Opinion
     O               Form of Amended and Restated Subsidiary Guarantee
     P               Form of Amended and Restated Intercreditor Agreement
     Q               Form of Amended and Restated Pledge Agreement



                                       vi

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              THIRD AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT, dated
as of March 26, 2001, among LEAR CORPORATION, a Delaware corporation (the "U.S.
Borrower"), LEAR CANADA, a general partnership organized under the laws of
Ontario, Canada (the "Canadian Borrower"), each FOREIGN SUBSIDIARY BORROWER (as
hereinafter defined) (together with the U.S. Borrower and the Canadian Borrower,
the "Borrowers"), the Senior Managing Agents named on Schedule IX hereto (the
"Senior Managing Agents"), the Managing Agents named on Schedule IX hereto (the
"Managing Agents"), the Co-Agents named on Schedule IX hereto (the "Co-Agents"),
the several banks and other financial institutions from time to time parties
hereto (the "Lenders"), BANK OF AMERICA, N.A., CITIBANK, N.A. and DEUTSCHE BANC
ALEX. BROWN INC., as syndication agents (the "Syndication Agents"), THE BANK OF
NOVA SCOTIA, a Canadian chartered bank, as documentation agent (in such
capacity, the "Documentation Agent" and Canadian administrative agent for the
Lenders hereunder (as hereinafter defined, in such capacity, the "Canadian
Administrative Agent"), and THE CHASE MANHATTAN BANK, a New York banking
corporation (as hereinafter defined, the "General Administrative Agent"), as
general administrative agent for the Lenders hereunder.

                              W I T N E S S E T H :

              WHEREAS, the U.S. Borrower, Lear Corporation Canada Ltd. (as
predecessor to the Canadian Borrower) and the Foreign Subsidiary Borrowers are
parties to the Second Amended and Restated Credit Agreement, dated as of May 4,
1999 (as heretofore amended, supplemented or otherwise modified, the "Existing
Credit Agreement"), with the lenders parties thereto, the managing agents,
co-agents and lead managers identified therein, The Bank of Nova Scotia, as
Canadian administrative agent, and The Chase Manhattan Bank, as general
administrative agent; and

              WHEREAS, the Borrowers have requested that the Existing Credit
Agreement be amended and restated;

              NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereto agree that on the Closing Date,
as provided in subsection 18.21, the Existing Credit Agreement shall be amended
and restated in its entirety as follows:

              SECTION 1.     DEFINITIONS

              1.1  Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:

              "ABR Loans": U.S. Revolving Credit Loans or Swing Line Loans, the
       rate of interest applicable to which is based upon the Alternate Base
       Rate.

              "Acceptance": a Draft drawn by the Canadian Borrower and accepted
       by a Canadian Lender which is (a) denominated in Canadian Dollars, (b)
       for a term of not less than 30 days nor more than 180 days and which
       matures prior to the Revolving Credit Termination Date and (c) issuable
       and payable only in Canada; provided that to the extent the context shall
       require, each Acceptance Note shall be deemed to be an Acceptance;



<PAGE>   9


                                                                               2


       provided, further, that "Acceptance" includes a depository note within
       the meaning of the Depository Bills and Notes Act (Canada) and a bill of
       exchange within the meaning of the Bills of Exchange Act (Canada).

              "Acceptance Note": as defined in subsection 6.8(b).

              "Acceptance Purchase Price": in respect of an Acceptance of a
       specified maturity, the result (rounded to the nearest whole cent, and
       with one-half cent being rounded up) obtained by dividing (a) the face
       amount of such Acceptance by (b) the sum of (i) one and (ii) the product
       of (A) the Reference Discount Rate for Acceptances of the same maturity
       expressed as a decimal and (B) a fraction, the numerator of which is the
       term to maturity of such Acceptance and the denominator of which is equal
       to 365, where (b) above is rounded to the fifth decimal place and
       0.000005 is rounded up to 0.00001.

              "Acceptance Reimbursement Obligations": the obligation of the
       Canadian Borrower to the Canadian Lenders (a) to reimburse the Canadian
       Lenders for maturing Acceptances pursuant to subsection 6.5 and (b) to
       make payments in respect of the Acceptance Notes in accordance with the
       terms thereof.

              "Acceptance Tranche": the collective reference to Acceptances, all
       of which were created on the same date and have the same maturity date.

              "Acceptances to be Converted": as defined in subsection 18.8(a).

              "Acquired Indebtedness": Indebtedness of a Person or any of its
       Subsidiaries existing at the time such Person becomes a Subsidiary of the
       U.S. Borrower or assumed in connection with the acquisition of assets
       from such Person and not incurred by such Person in contemplation of such
       Person becoming a Subsidiary of the U.S. Borrower or such acquisition,
       and any refinancings thereof.

              "Adjusted Aggregate Committed Outstandings": with respect to each
       Lender, the Aggregate Committed Outstandings of such Lender, plus the
       amount of any participating interests purchased by such Lender pursuant
       to subsection 18.8, minus the amount of any participating interests sold
       by such Lender pursuant to subsection 18.8.

              "Adjustment Date": with respect to any fiscal quarter, (a) the
       second Business Day following receipt by the General Administrative Agent
       of both (i) the financial statements required to be delivered pursuant to
       subsection 13.1(a) or (b), as the case may be, for the most recently
       completed fiscal period and (ii) the compliance certificate required
       pursuant to subsection 13.2(b) with respect to such financial statements
       or (b) if such compliance certificate and financial statements have not
       been delivered in a timely manner, the date upon which such compliance
       certificate and financial statements were due; provided, however, that in
       the event that the Adjustment Date is determined in accordance with the
       provisions of clause (b) of this definition, then the date which is two
       Business Days following the date of receipt of the financial statements
       and compliance




<PAGE>   10

                                                                               3


       certificate referenced in clause (a) of this definition also shall be
       deemed to constitute an Adjustment Date.

              "Administrative Agents": the collective reference to the General
       Administrative Agent and the Canadian Administrative Agent.

              "Administrative Schedule": Schedule III, which contains interest
       rate definitions and administrative information in respect of each
       Available Foreign Currency.

              "Affiliate": of any Person, (a) any other Person (other than a
       Wholly Owned Subsidiary of such Person) which, directly or indirectly, is
       in control of, is controlled by, or is under common control with, such
       Person, (b) any other Person who is a director or executive officer of
       (i) such Person, (ii) any Subsidiary of such Person (other than a Wholly
       Owned Subsidiary) or (iii) any Person described in clause (a) above or
       (c) with respect to any Lender, any entity (whether a corporation,
       partnership, trust or otherwise) that is engaged in making, purchasing,
       holding or otherwise investing in bank loans and similar extensions of
       credit in the ordinary course of its business and is administered or
       managed by such Lender or an Affiliate of such Lender. For purposes of
       this definition, a Person shall be deemed to be "controlled by" such
       other Person if such other Person possesses, directly or indirectly,
       power either to (A) vote 10% or more of the securities having ordinary
       voting power for the election of directors of such first Person or (B)
       direct or cause the direction of the management and policies of such
       first Person whether by contract or otherwise.

              "Aggregate Alternate Currency Outstandings": as at any date of
       determination with respect to any Lender, an amount in the applicable
       Alternate Currencies equal to the aggregate unpaid principal amount of
       such Lender's Alternate Currency Loans.

              "Aggregate Available Canadian Revolving Credit Commitments": as at
       any date of determination with respect to all Canadian Lenders, an amount
       in Canadian Dollars equal to the Available Canadian Revolving Credit
       Commitments of all Canadian Lenders on such date.

              "Aggregate Available Multicurrency Commitments": as at any date of
       determination with respect to all Multicurrency Lenders, an amount in
       U.S. Dollars equal to the Available Multicurrency Commitments of all
       Multicurrency Lenders on such date.

              "Aggregate Available U.S. Revolving Credit Commitments": as at any
       date of determination with respect to all U.S. Lenders, an amount in U.S.
       Dollars equal to the Available U.S. Revolving Credit Commitments of all
       U.S. Lenders on such date.

              "Aggregate Canadian Revolving Credit Outstandings": as at any date
       of determination with respect to any Canadian Lender, an amount in
       Canadian Dollars equal to the sum of the following, without duplication:
       (a) the aggregate unpaid principal amount of such Canadian Lender's
       Canadian Revolving Credit Loans on such date, (b) the aggregate
       undiscounted face amount of all outstanding Acceptances of such Canadian



<PAGE>   11


                                                                               4



       Lender on such date and (c) the aggregate unpaid principal amount of such
       Canadian Lender's Acceptance Notes on such date.

              "Aggregate Committed Outstandings": as at any date of
       determination with respect to any Lender, an amount in U.S. Dollars equal
       to the sum of (a) the Aggregate U.S. Revolving Credit Outstandings of
       such Lender, (b) the U.S. Dollar Equivalent of the Aggregate Canadian
       Revolving Credit Outstandings of such Lender and such Lender's
       Counterpart Lender, (c) the U.S. Dollar Equivalent of the Aggregate
       Multicurrency Outstandings of such Lender and (d) the U.S. Dollar
       Equivalent of the Aggregate Alternate Currency Outstandings of such
       Lender.

              "Aggregate Multicurrency Outstandings": as at any date of
       determination with respect to any Lender, an amount in the applicable
       Available Foreign Currencies equal to the aggregate unpaid principal
       amount of such Lender's Multicurrency Loans.

              "Aggregate Total Outstandings": as at any date of determination
       with respect to any Lender, an amount in U.S. Dollars equal to the sum of
       (a) the Aggregate U.S. Outstandings of such Lender, (b) the U.S. Dollar
       Equivalent of the Aggregate Canadian Revolving Credit Outstandings of
       such Lender and such Lender's Counterpart Lender, (c) the U.S. Dollar
       Equivalent of the Aggregate Multicurrency Outstandings of such Lender and
       (d) the U.S. Dollar Equivalent of the Aggregate Alternate Currency
       Outstandings of such Lender.

              "Aggregate U.S. Outstandings": as at any date of determination
       with respect to any U.S. Lender, an amount in U.S. Dollars equal to the
       sum of (a) the Aggregate U.S. Revolving Credit Outstandings of such
       Lender on such date and (b) the aggregate unpaid principal amount of such
       U.S. Lender's CAF Advances on such date.

              "Aggregate U.S. Revolving Credit Commitments": the aggregate
       amount of the U.S. Revolving Credit Commitments of all the Lenders.

              "Aggregate U.S. Revolving Credit Outstandings": as at any date of
       determination with respect to any U.S. Lender, an amount in U.S. Dollars
       equal to the sum of (a) the aggregate unpaid principal amount of such
       U.S. Lender's U.S. Revolving Credit Loans on such date, (b) such U.S.
       Lender's U.S. Revolving Credit Commitment Percentage of the aggregate
       unpaid principal amount of all Swing Line Loans on such date and (c) such
       U.S. Lender's U.S. Revolving Credit Commitment Percentage of the
       aggregate Letters of Credit Obligations.

              "Agreement": this Third Amended and Restated Credit and Guarantee
       Agreement, as the same may be amended, supplemented or otherwise modified
       from time to time.

              "Agreement Currency": as defined in subsection 18.19(b).


<PAGE>   12


                                                                               5



              "Alternate Base Rate": for any day, a rate per annum (rounded
       upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of:

                   (a)  the U.S. Prime Rate in effect on such day; and

                   (b)  the Federal Funds Effective Rate in effect on such day
                        plus 1/2 of 1%.

       If for any reason the General Administrative Agent shall have determined
       (which determination shall be conclusive absent manifest error) that it
       is unable to ascertain the Federal Funds Effective Rate for any reason,
       including the inability or failure of the General Administrative Agent to
       obtain sufficient quotations in accordance with the terms thereof, the
       Alternate Base Rate shall be determined without regard to clause (b)
       above, until the circumstances giving rise to such inability no longer
       exist. Any change in the Alternate Base Rate due to a change in the U.S.
       Prime Rate or the Federal Funds Effective Rate shall be effective as of
       the opening of business on the effective day of such change in the U.S.
       Prime Rate or the Federal Funds Effective Rate, respectively.

              "Alternate Currency": any currency other than U.S. Dollars which
       is freely transferable and convertible into U.S. Dollars and approved by
       the General Administrative Agent.

              "Alternate Currency Borrower": each Subsidiary of the U.S.
       Borrower organized under the laws of a jurisdiction outside the United
       States that the U.S. Borrower designates as an "Alternate Currency
       Borrower" in an Alternate Currency Facility Addendum.

              "Alternate Currency Facility": any Qualified Credit Facility that
       the U.S. Borrower designates as an "Alternate Currency Facility" pursuant
       to an Alternate Currency Facility Addendum.

              "Alternate Currency Facility Addendum": an Alternate Currency
       Facility Addendum received by the General Administrative Agent,
       substantially in the form of Exhibit J, and conforming to the
       requirements of Section 8.

              "Alternate Currency Facility Agent": with respect to each
       Alternate Currency Facility, the Alternate Currency Lender acting as
       agent or representative for the Alternate Currency Lenders parties
       thereto (and, in the case of any Alternate Currency Facility to which
       only one Lender is a party, such Lender).

              "Alternate Currency Facility Maximum Borrowing Amount": as defined
       in subsection 8.1(b).

              "Alternate Currency Lender": any Lender (or, if applicable, any
       affiliate, branch or agency thereof) party to an Alternate Currency
       Facility.



<PAGE>   13

                                                                               6


              "Alternate Currency Lender Maximum Borrowing Amount": as defined
       in subsection 8.1(b).

              "Alternate Currency Loan": any loan made pursuant to an Alternate
       Currency Facility.

              "Applicable Margin": for each Loan, the applicable rate per annum
       determined pursuant to the Pricing Grid.

              "Assignee": as defined in subsection 18.6(c).

              "Available Canadian Revolving Credit Commitment": as at any date
       of determination with respect to any Canadian Lender (after giving effect
       to the making and payment of any U.S. Revolving Credit Loans required to
       be made on such date pursuant to subsection 2.5), an amount in U.S.
       Dollars equal to the lesser of (a) the excess, if any, of (i) the amount
       of such Canadian Lender's Canadian Revolving Credit Commitment in effect
       on such date over (ii) the U.S. Dollar Equivalent of the Aggregate
       Canadian Revolving Credit Outstandings of such Canadian Lender on such
       date and (b) the excess, if any, of (i) the amount of the U.S. Revolving
       Credit Commitment of such Canadian Lender's Counterpart Lender on such
       date over (ii) the Aggregate Committed Outstandings of such Canadian
       Lender's Counterpart Lender on such date.

              "Available Foreign Currencies": Pounds Sterling, euro, Swedish
       Kroner, and any other available and freely-convertible non-U.S. Dollar
       currency selected by the U.S. Borrower and approved by the General
       Administrative Agent and the Majority Multicurrency Lenders in the manner
       described in subsection 18.1(b).

              "Available Multicurrency Commitment": as at any date of
       determination with respect to any Multicurrency Lender (after giving
       effect to the making and payment of any U.S. Revolving Credit Loans
       required to be made on such date pursuant to subsection 2.5), an amount
       in U.S. Dollars equal to the lesser of (a) the excess, if any, of (i) the
       amount of such Multicurrency Lender's Multicurrency Commitment in effect
       on such date over (ii) the U.S. Dollar Equivalent of the Aggregate
       Multicurrency Outstandings of such Multicurrency Lender on such date and
       (b) the excess, if any, of (i) the amount of such Multicurrency Lender's
       U.S. Revolving Credit Commitment in effect on such date over (ii) the
       Aggregate Committed Outstandings of such Multicurrency Lender on such
       date.

              "Available U.S. Revolving Credit Commitment": as at any date of
       determination with respect to any U.S. Lender (after giving effect to the
       making and payment of any U.S. Revolving Credit Loans required to be made
       on such date pursuant to subsection 2.5), an amount in U.S. Dollars equal
       to the excess, if any, of (a) the amount of such U.S. Lender's U.S.
       Revolving Credit Commitment in effect on such date over (b) the Aggregate
       Committed Outstandings of such U.S. Lender on such date.

              "Bank Act (Canada)": the Bank Act (Canada), as amended from time
       to time.



<PAGE>   14

                                                                               7


              "Benefitted Lender": as defined in subsection 18.7.

              "Board": the Board of Governors of the Federal Reserve System (or
       any successor thereto).

              "BofA": Bank of America, N.A., a national banking association.

              "Bond Guarantee": the guarantee entered into by any Subsidiary
       Guarantor in respect of the Senior Notes or the 2001 Eurobonds.

              "Borrowers": as defined in the preamble hereto.

              "Borrowing Date": any Business Day specified in a notice pursuant
       to subsection 2.3, 3.2, 4.2, 5.3 or 7.3 as a date on which a Borrower
       requests the Lenders to make Loans hereunder or, with respect to a
       Request for Acceptances, the date with respect to which the Canadian
       Borrower has requested the Canadian Lenders to accept Drafts or, with
       respect to Alternate Currency Loans, the date on which an Alternate
       Currency Borrower requests Alternate Currency Lenders to make Alternate
       Currency Loans to such Alternate Currency Borrower pursuant to the
       Alternate Currency Facility to which such Alternate Currency Borrower and
       Alternate Currency Lenders are parties.

              "Business Day": (a) when such term is used in respect of a day on
       which a Loan in an Available Foreign Currency or Alternate Currency is to
       be made, a payment is to be made in respect of such Loan, an Exchange
       Rate is to be set in respect of such Available Foreign Currency or
       Alternate Currency or any other dealing in such Available Foreign
       Currency or Alternate Currency is to be carried out pursuant to this
       Agreement, such term shall mean a London Banking Day which is also a day
       on which banks are open for general banking business in (x) the city
       which is the principal financial center of the country of issuance of
       such Available Foreign Currency or Alternate Currency (or, in the case of
       Multicurrency Loans in Pounds Sterling, Paris) and (y) in the case of
       euro only, Frankfurt am Main, Germany (or such other principal financial
       center as the General Administrative Agent may from time to time
       designate for this purpose), (b) when such term is used in respect of a
       day on which a Loan is to be made to the Canadian Borrower or an
       Acceptance is to be created, a payment is to be made in respect of such
       Loan or Acceptance, an Exchange Rate is to be set in respect of Canadian
       Dollars or any other dealing in Canadian Dollars is to be carried out
       pursuant to this Agreement, such term shall mean a day other than a
       Saturday, Sunday or other day on which commercial banks in Toronto,
       Ontario are authorized or required by law to close, (c) when such term is
       used to describe a day on which a borrowing, payment or interest rate
       determination is to be made in respect of a LIBO Rate CAF Advance, such
       day shall be a London Banking Day and (d) when such term is used in any
       context in this Agreement (including as described in the foregoing
       clauses (a), (b) and (c)), such term shall mean a day which, in addition
       to complying with any applicable requirements set forth in the foregoing
       clauses (a), (b) and (c), is a day other than a Saturday, Sunday or other
       day on which commercial banks in New York City are authorized or required
       by law to close; provided, that when such term is used for the purpose of
       determining the date on which the Eurocurrency Rate is





<PAGE>   15

                                                                               8


       determined under this Agreement for any Multicurrency Loan denominated in
       euro for any Interest Period therefor and for purposes of determining the
       first and last day of any such Interest Period, references in this
       Agreement to Business Days shall be deemed to be references to Target
       Operating Days.

              "CAF Advance": each CAF Advance made pursuant to subsection 4.1.

              "CAF Advance Availability Period": the period from and including
       the Closing Date to and including the date which is 7 days prior to the
       Revolving Credit Termination Date.

              "CAF Advance Confirmation": each confirmation by the U.S. Borrower
       of its acceptance of CAF Advance Offers, which confirmation shall be
       substantially in the form of Exhibit H and shall be delivered to the
       General Administrative Agent by facsimile transmission.

              "CAF Advance Interest Payment Date": as to each CAF Advance, each
       interest payment date specified by the U.S. Borrower for such CAF Advance
       in the related CAF Advance Request.

              "CAF Advance Maturity Date": as to any CAF Advance, the date
       specified by the U.S. Borrower pursuant to paragraph 4.2(d)(ii) in its
       acceptance of the related CAF Advance Offer.

              "CAF Advance Offer": each offer by a Lender to make CAF Advances
       pursuant to a CAF Advance Request, which offer shall contain the
       information specified in Exhibit G and shall be delivered to the General
       Administrative Agent by telephone, immediately confirmed by facsimile
       transmission.

              "CAF Advance Request": each request by the U.S. Borrower for
       Lenders to submit bids to make CAF Advances, which request shall contain
       the information in respect of such requested CAF Advances specified in
       Exhibit F and shall be delivered to the General Administrative Agent in
       writing, by facsimile transmission, or by telephone, immediately
       confirmed by facsimile transmission.

              "Canadian Administrative Agent": The Bank of Nova Scotia, together
       with its affiliates, as administrative agent for the Canadian Lenders
       under this Agreement and the other Loan Documents, and any successor
       thereto appointed pursuant to subsection 17.9.

              "Canadian Base Rate": at any day, the higher of (a) the rate of
       interest per annum publicly announced from time to time by the Canadian
       Administrative Agent (and in effect on such day) as its reference rate
       for U.S. Dollar commercial loans made in Canada, as adjusted
       automatically from time to time and without notice to any of the
       Borrowers upon change by the Canadian Administrative Agent and (b) the
       Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.


<PAGE>   16


                                                                               9



              "Canadian Base Rate Loans": all Canadian Revolving Credit Loans
       denominated in U.S. Dollars, which shall bear interest at a rate based
       upon the Canadian Base Rate.

              "Canadian Borrower": as defined in the preamble hereto.

              "Canadian Dollars" and "C$": dollars in the lawful currency of
       Canada.

              "Canadian Dollar Equivalent": with respect to an amount
       denominated in any currency other than Canadian Dollars, the equivalent
       in Canadian Dollars of such amount determined at the Exchange Rate on the
       date of determination of such equivalent.

              "Canadian Lenders": the Lenders listed in Part B of Schedule I
       hereto.

              "Canadian Reference Lenders": the collective reference to the
       Schedule I Canadian Reference Lenders and the Schedule II Canadian
       Reference Lenders.

              "Canadian Revolving Credit Commitment": as to any Canadian Lender
       at any time, its obligation to make Canadian Revolving Credit Loans to,
       and/or create Acceptances and discount on behalf of (or, in lieu thereof,
       to make loans pursuant to the Acceptance Notes to), the Canadian
       Borrower, in an aggregate amount not to exceed at any one time
       outstanding the Canadian Dollar Equivalent of the lesser of (a) the U.S.
       Dollar amount set forth opposite such Canadian Lender's name in Schedule
       I under the heading "Canadian Revolving Credit Commitment", and (b) the
       U.S. Revolving Credit Commitment of such Canadian Lender's Counterpart
       Lender, in each case as such amount may be reduced from time to time as
       provided in subsection 5.4 and the other applicable provisions hereof.

              "Canadian Revolving Credit Commitment Percentage": as to any
       Canadian Lender at any time, the percentage which such Canadian Lender's
       Canadian Revolving Credit Commitment then constitutes of the aggregate
       Canadian Revolving Credit Commitments (or, if the Canadian Revolving
       Credit Commitments have terminated or expired, the percentage which (a)
       the Aggregate Canadian Revolving Credit Outstandings of such Canadian
       Lender at such time constitutes of (b) the Aggregate Canadian Revolving
       Credit Outstandings of all Canadian Lenders at such time).

              "Canadian Revolving Credit Loan": as defined in subsection 5.1.

              "Canadian Revolving Credit Note": as defined in subsection 5.2(e).

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

              "Cash Equivalents": (a) securities issued or unconditionally
       guaranteed or insured by the United States Government or the Canadian
       Government or any agency or


<PAGE>   17


                                                                              10


       instrumentality thereof having maturities of not more than twelve months
       from the date of acquisition, (b) securities issued or unconditionally
       guaranteed or insured by any state of the United States of America or
       province of Canada or any agency or instrumentality thereof having
       maturities of not more than twelve months from the date of acquisition
       and having one of the two highest ratings obtainable from either S&P or
       Moody's, (c) time deposits, certificates of deposit and bankers'
       acceptances having maturities of not more than twelve months from the
       date of acquisition, in each case with any U.S. Lender or Canadian Lender
       or with any commercial bank organized under the laws of the United States
       of America or any state thereof or the District of Columbia, Japan,
       Canada or any member of the European Economic Community or any U.S.
       branch of a foreign bank having at the date of acquisition capital and
       surplus of not less than $100,000,000, (d) repurchase obligations with a
       term of not more than seven days for underlying securities of the types
       described in clauses (a), (b) and (c) entered into with any bank meeting
       the qualifications specified in clause (c) above, (e) commercial paper
       issued by the parent corporation of any U.S. Lender and commercial paper
       rated, at the time of acquisition, at least A-1 or the equivalent thereof
       by S&P or P-1 or the equivalent thereof by Moody's and in either case
       maturing within twelve months after the date of acquisition, (e) deposits
       maintained with money market funds having total assets in excess of
       $300,000,000, (f) demand deposit accounts maintained in the ordinary
       course of business with banks or trust companies, (g) temporary deposits,
       of amounts received in the ordinary course of business pending
       disbursement of such amounts, in demand deposit accounts in banks outside
       the United States and (h) deposits in mutual funds which invest
       substantially all of their assets in preferred equities issued by U.S.
       corporations rated at least AA (or the equivalent thereof) by S&P.

              "CDOR Rate": the rate per annum determined by the Canadian
       Administrative Agent by reference to the average rate quoted on the
       Reuters Monitor Screen, Page "CDOR" (or such other Page as may replace
       such Page on such screen for the purpose of displaying Canadian interbank
       bid rates for Canadian Dollar bankers' acceptances with a 90 day term as
       of 10:00 a.m. (Toronto time) one Business Day prior to the first day of
       such 90 day term. If for any reason the Reuters Monitor Screen rates are
       unavailable, CDOR Rate means the rate of interest determined by the
       Canadian Administrative Agent which is equal to the arithmetic mean of
       the rates quoted by such reference banks as may be specified from time to
       time by the Canadian Administrative Agent, after consultation with the
       Canadian Borrower, in respect of Canadian Dollar bankers' acceptances
       with a 90 day term as of 10:00 a.m. one Business Day prior to the first
       day of such 90 day term.

              "Chase": The Chase Manhattan Bank, a New York banking corporation.

              "Chase Delaware": Chase Manhattan Bank Delaware.

              "Closing Date": the date on which all of the conditions precedent
       set forth in subsection 12.1 shall have been satisfied or waived.

              "Co-Agents": as defined on Schedule IX hereto.


<PAGE>   18
                                                                              11


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

              "Collateral": any collateral in which a security interest is
       created pursuant to any Security Document.

              "Commercial Letters of Credit": as defined in subsection 9.1(a).

              "Commitments": the collective reference to the U.S. Revolving
       Credit Commitments, the Canadian Revolving Credit Commitments and the
       Multicurrency Commitments.

              "Committed Outstandings Percentage": on any date with respect to
       any Lender, the percentage which the Adjusted Aggregate Committed
       Outstandings of such Lender constitutes of the Adjusted Aggregate
       Committed Outstandings of all Lenders.

              "Commonly Controlled Entity": an entity, whether or not
       incorporated, which is under common control with the U.S. Borrower within
       the meaning of Section 4001 of ERISA or is part of a group which includes
       the U.S. Borrower and which is treated as a single employer under Section
       414 of the Code.

              "Consolidated Assets": at a particular date, all amounts which
       would be included under total assets on a consolidated balance sheet of
       the U.S. Borrower and its Subsidiaries as at such date, determined in
       accordance with GAAP.

              "Consolidated Indebtedness": at a particular date, all
       Indebtedness of the U.S. Borrower and its Subsidiaries which would be
       included under indebtedness on a consolidated balance sheet of the U.S.
       Borrower and its Subsidiaries as at such date, determined in accordance
       with GAAP, less any cash of the U.S. Borrower and its Subsidiaries as at
       such date.

              "Consolidated Interest Expense": for any fiscal period, the amount
       which would, in conformity with GAAP, be set forth opposite the caption
       "interest expense" (or any like caption) on a consolidated income
       statement of the U.S. Borrower and its Subsidiaries for such period and,
       to the extent not otherwise included in "interest expense," any other
       discounts and expenses comparable to or in the nature of interest under
       any Receivable Financing Transaction; provided, that Consolidated
       Interest Expense for any period shall (a) exclude (i) fees payable in
       respect of such period under subsection 10.5 of this Agreement and
       similar fees payable in respect of such period under the Other Revolving
       Credit Agreement, and (ii) any amortization or write-off of deferred
       financing fees during such period and (b) include any interest income
       during such period.

              "Consolidated Net Income": for any fiscal period, the consolidated
       net income (or deficit) of the U.S. Borrower and its Subsidiaries for
       such period (taken as a cumulative whole), determined in accordance with
       GAAP; provided that (a) any provision for post-retirement medical
       benefits, to the extent such provision calculated




<PAGE>   19
                                                                              12



       under FAS 106 exceeds actual cash outlays calculated on the "pay as you
       go" basis, shall not to be taken into account, and (b) there shall be
       excluded (i) the income (or deficit) of any Person accrued prior to the
       date it becomes a Subsidiary or is merged into or consolidated with the
       U.S. Borrower or any Subsidiary, (ii) the income (or deficit) of any
       Person (other than a Subsidiary) in which the U.S. Borrower or any
       Subsidiary has an ownership interest, except to the extent that any such
       income has been actually received by the U.S. Borrower or such Subsidiary
       in the form of dividends or similar distributions, (iii) the
       undistributed earnings of any Subsidiary to the extent that the
       declaration or payment of dividends or similar distributions by such
       Subsidiary is not at the time permitted by the terms of any Contractual
       Obligation or Requirement of Law (other than any non-consensual
       Requirement of Law of any non-U.S. jurisdiction) applicable to such
       Subsidiary, and (iv) in the case of a successor to the U.S. Borrower or
       any Subsidiary by consolidation or merger or as a transferee of its
       assets, any earnings of the successor corporation prior to such
       consolidation, merger or transfer of assets; provided, further that the
       exclusions in clauses (i) and (iv) of this definition shall not apply to
       the mergers or consolidations of the U.S. Borrower or its Subsidiaries
       with their respective Subsidiaries.

              "Consolidated Operating Profit": for any fiscal period,
       Consolidated Net Income for such period excluding (a) extraordinary gains
       and losses arising from the sale of material assets and other
       extraordinary and/or non-recurring gains and losses, (b) charges,
       premiums and expenses associated with the discharge of Indebtedness, (c)
       charges relating to FAS 106, (d) license fees (and any write-offs
       thereof), (e) stock compensation expense, (f) deferred financing fees
       (and any write-offs thereof), (g) write-offs of goodwill, (h) foreign
       exchange gains and losses, (i) miscellaneous income and expenses and (j)
       miscellaneous gains and losses arising from the sale of assets plus, to
       the extent deducted in determining Consolidated Net Income, the excess of
       (i) the sum of (A) Consolidated Interest Expense, (B) any expenses for
       taxes, (C) depreciation and amortization expense and (D) minority
       interests in income of Subsidiaries over (ii) net equity earnings in
       Affiliates (excluding Subsidiaries). For purposes of calculating the
       ratio set forth in subsection 14.1(b), Consolidated Operating Profit for
       any fiscal period shall in any event include the Consolidated Operating
       Profit for such fiscal period of any entity acquired by the U.S. Borrower
       or any of its Subsidiaries during such period.

              "Consolidated Revenues": for any fiscal period, the consolidated
       revenues of the U.S. Borrower and its Subsidiaries for such period,
       determined in accordance with GAAP.

              "Continuing Directors": the directors of the U.S. Borrower on the
       Closing Date and each other director, if such other director's nomination
       for election to the Board of Directors of the U.S. Borrower is
       recommended by a majority of the then Continuing Directors.

              "Contractual Obligation": as to any Person, any provision of any
       security issued by such Person or of any agreement, instrument or
       undertaking to which such Person is a party or by which it or any of its
       property is bound.



<PAGE>   20


                                                                              13


              "Conversion Date": any date on which either (a) an Event of
       Default under Section 16(i) has occurred or (b) the Commitments shall
       have been terminated prior to the Revolving Credit Termination Date
       and/or the Loans shall have been declared immediately due and payable, in
       either case pursuant to Section 16.

              "Conversion Sharing Percentage": on any date with respect to any
       Lender and any Loans or Acceptances, as the case may be, of such Lender
       outstanding in any currency other than U.S. Dollars, the percentage of
       such Loans or Acceptances, as the case may be, such that, after giving
       effect to the conversion of such Loans or Acceptances, as the case may
       be, to U.S. Dollars and the purchase and sale by such Lender of
       participating interests as contemplated by subsection 18.8, the Committed
       Outstandings Percentage of such Lender will equal such Lender's U.S.
       Revolving Credit Commitment Percentage on such date (calculated
       immediately prior to giving effect to any termination or expiration of
       the U.S. Revolving Credit Commitments on the Conversion Date).

              "Converted Acceptances": as defined in subsection 18.8(a).

              "Converted Loans": as defined in subsection 18.8(a).

              "Counterpart Lender": (a) as to any U.S. Lender, the Canadian
       Lender (if any) set forth opposite such U.S. Lender's name in Schedule I
       under the heading "Counterpart Lender" and (b) as to any Canadian Lender,
       the U.S. Lender set forth opposite such Canadian Lender's name in
       Schedule I under the heading "Counterpart Lender".

              "Currency Agreement": any foreign exchange contract, currency swap
       agreement, futures contract, option contract, synthetic cap or other
       similar agreement or arrangement designed to protect the U.S. Borrower or
       any Subsidiary against fluctuations in currency values.

              "Currency Agreement Obligations": all obligations of the U.S.
       Borrower or any Subsidiary to any financial institution under any one or
       more Currency Agreements.

              "Default": any of the events specified in Section 16, whether or
       not any requirement for the giving of notice, the lapse of time, or both,
       or any other condition, has been satisfied.

              "Documentation Agent": as defined in the preamble hereto.

              "Dollars", "U.S. Dollars" and "$": dollars in lawful currency of
       the United States of America.

              "Domestic Loan Party": each Loan Party that is organized under the
       laws of any jurisdiction of the United States.

              "Domestic Subsidiary": any Subsidiary other than a Foreign
       Subsidiary.


<PAGE>   21
                                                                              14


              "Draft": a draft substantially in the form of Exhibit C or in such
       other form as the Canadian Administrative Agent may from time to time
       reasonably request (or to the extent the context shall require, an
       Acceptance Note, delivered in lieu of a draft), as the same may be
       amended, supplemented or otherwise modified from time to time.

              "EMU": Economic and Monetary Union as contemplated in the Treaty
       on European Union.

              "EMU Legislation": legislative measures of the European Union for
       the introduction of, changeover to or operation of the euro in one or
       more member states.

              "Environmental Complaint": any complaint, order, citation, notice
       or other written communication from any Person with respect to the
       existence or alleged existence of a violation of any Environmental Laws
       or legal liability resulting from air emissions, water discharges, noise
       emissions, Hazardous Material or any other environmental, health or
       safety matter.

              "Environmental Laws": any and all applicable Federal, foreign,
       state, provincial, local or municipal laws, rules, orders, regulations,
       statutes, ordinances, codes, decrees, requirements of any Governmental
       Authority and any and all common law requirements, rules and bases of
       liability regulating, relating to or imposing liability or standards of
       conduct concerning pollution or protection of the environment or the
       Release or threatened Release of Hazardous Materials, as now or hereafter
       in effect.

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

              "euro": the single currency of the European Union as constituted
       by the Treaty on European Union and as referred to in EMU Legislation.

              "Eurocurrency Liabilities": at any time, the aggregate of the
       rates (expressed as a decimal fraction) of any reserve requirements in
       effect at such time (including, without limitation, basic, supplemental,
       marginal and emergency reserves under any regulations of the 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 Board) maintained by a member bank of the Federal Reserve System.

              "Eurocurrency Rate": with respect to each Interest Period
       pertaining to a Multicurrency Loan, the Eurocurrency Rate determined for
       such Interest Period and the Available Foreign Currency in which such
       Multicurrency Loan is denominated in the manner set forth in the
       Administrative Schedule.

              "Eurodollar Loans": U.S. Revolving Credit Loans the rate of
       interest applicable to which is based upon the Eurodollar Rate.


<PAGE>   22
                                                                              15


              "Eurodollar Rate": 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 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 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
       screen (or otherwise on such screen), the "Eurodollar Base Rate" shall be
       determined by reference to such other comparable publicly available
       service for displaying eurodollar rates as may be selected by the General
       Administrative Agent in consultation with the U.S. Borrower or, in the
       absence of such availability, by reference to the rate at which the
       General Administrative Agent is offered Dollar deposits at or about 11:00
       A.M., New York City 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.

              "euro unit": the currency unit of the euro as defined in the EMU
       Legislation.

              "Event of Default": any of the events specified in Section 16,
       provided that any requirement for the giving of notice, the lapse of
       time, or both, or any other condition, has been satisfied.

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

              "Exchange Rate": (a) with respect to Canadian Dollars on any date,
       the Bank of Canada noon spot rate on such date, and (b) with respect to
       any other non-U.S. Dollar currency on any date, the rate at which such
       currency may be exchanged into U.S. Dollars, as set forth on such date on
       the relevant Reuters currency page at or about 11:00 A.M., London time,
       on such date. In the event that such rate does not appear on any Reuters
       currency page, the "Exchange Rate" with respect to such non-U.S. Dollar
       currency shall be determined by reference to such other publicly
       available service for displaying exchange rates as may be agreed upon by
       the General Administrative Agent and the U.S. Borrower or, in the absence
       of such agreement, such "Exchange Rate" shall instead be the General
       Administrative Agent's spot rate of exchange in the interbank market
       where its foreign currency exchange operations in respect of such
       non-U.S. Dollar currency are then being conducted, at or about 10:00
       A.M., local time, on such date for the purchase of U.S. Dollars with such
       non-U.S. Dollar currency, for delivery two Business Days later; provided,
       that if at the time of any such determination, no such spot rate can
       reasonably be quoted, the General Administrative Agent may use any
       reasonable method as it deems applicable to determine such rate, and such
       determination shall be conclusive absent manifest error.

              "Excluded Subsidiary": each Subsidiary of a Foreign Subsidiary.

              "Existing Credit Agreement": as defined in the recitals hereto.



<PAGE>   23
                                                                              16


              "Existing Letters of Credit": as defined in subsection 9.1(b).

              "Extension of Credit": as to any Lender, the making of a Loan by
       such Lender, the acceptance of a Draft or an Acceptance Note by such
       Lender or the issuance of any Letter of Credit. For purposes of Section
       12.2, it is expressly understood and agreed that the following do not
       constitute Extensions of Credit for purposes of this Agreement: (a) the
       conversions and continuations of U.S. Revolving Credit Loans as or to
       Eurodollar Loans or ABR Loans pursuant to subsection 10.2, (b) the
       substitution of maturing Acceptances with new Acceptances, (c) the
       conversion of Acceptances to Canadian Revolving Credit Loans, (d) the
       conversion of Canadian Revolving Credit Loans to Acceptances, (e) the
       continuation of Multicurrency Loans for additional Interest Periods and
       (f) the continuation of Alternate Currency Loans for additional interest
       periods.

              "Facility Fee Rate": the rate per annum determined pursuant to the
       Pricing Grid.

              "Federal Funds Effective Rate": for any day, the weighted average
       of the rates per annum on overnight federal funds transactions with
       members of the Federal Reserve System arranged by federal funds brokers,
       as published on the next succeeding Business Day by the Federal Reserve
       Bank of New York, or, if such rate is not so published for any day which
       is a Business Day, the average of the quotations for the day of such
       transactions received by the General Administrative Agent from three
       federal funds brokers of recognized standing selected by it.

              "Financing Lease": (a) any lease of property, real or personal,
       the obligations under which are capitalized on a consolidated balance
       sheet of the U.S. Borrower and its Subsidiaries and (b) any other such
       lease to the extent that the then present value of the minimum rental
       commitment thereunder should, in accordance with GAAP, be capitalized on
       a balance sheet of the lessee.

              "First Lender": as defined in subsection 18.8(c).

              "Fixed Rate CAF Advance": any CAF Advance made pursuant to a Fixed
       Rate CAF Advance Request.

              "Fixed Rate CAF Advance Request": any CAF Advance Request
       requesting the Lenders to offer to make CAF Advances at a fixed rate (as
       opposed to a rate composed of the LIBO Rate plus (or minus) a margin).

              "Foreign Letter of Credit": a Letter of Credit whose beneficiary
       is a Person which is directly or indirectly extending credit to a Foreign
       Subsidiary.

              "Foreign Subsidiaries": each of the Subsidiaries so designated on
       Schedule VI and any Subsidiaries organized outside the United States
       which are created after the effectiveness hereof.

<PAGE>   24
                                                                              17


              "Foreign Subsidiary Borrower": each Foreign Subsidiary listed as a
       Foreign Subsidiary Borrower in Schedule II as amended from time to time
       in accordance with subsection 18.1(b)(i).

              "Foreign Subsidiary Opinion": with respect to any Foreign
       Subsidiary Borrower, a legal opinion of counsel to such Foreign
       Subsidiary Borrower addressed to the Administrative Agents and the
       Lenders covering the matters set forth on Exhibit N, with such
       assumptions, qualifications and deviations therefrom as the General
       Administrative Agent shall approve (such approval not to be unreasonably
       withheld).

              "Funding Commitment Percentage": as at any date of determination
       (after giving effect to the making and payment of any Loans made on such
       date pursuant to subsection 2.5), with respect to any U.S. Lender, that
       percentage which the Available U.S. Revolving Credit Commitment of such
       U.S. Lender then constitutes of the Aggregate Available U.S. Revolving
       Credit Commitments.

              "GAAP": generally accepted accounting principles in the United
       States of America in effect from time to time.

              "General Administrative Agent": Chase, together with its
       affiliates, as arranger of the Commitments and as general administrative
       agent for the Lenders under this Agreement and the other Loan Documents,
       and any successor thereto appointed pursuant to subsection 17.9.

              "German Subsidiary Pledge": the German Pledge, dated as of July 2,
       1999, made by Lear Corporation Germany, Ltd., in favor of The Chase
       Manhattan Bank, as agent.

              "Governmental Authority": any nation or government, any state,
       province or other political subdivision thereof and any entity exercising
       executive, legislative, judicial, regulatory or administrative functions
       of or pertaining to government.

              "Guarantee Obligation": as to any Person, any obligation of such
       Person guaranteeing or in effect guaranteeing any Indebtedness, leases,
       dividends or other obligations (the "primary obligations") of any other
       Person (the "primary obligor") in any manner, whether directly or
       indirectly, including, without limitation, any obligation of such Person,
       whether or not contingent (a) to purchase any such primary obligation or
       any property constituting direct or indirect security therefor, (b) to
       advance or supply funds (i) for the purchase or payment of any such
       primary obligation or (ii) to maintain working capital or equity capital
       of the primary obligor or otherwise to maintain the net worth or solvency
       of the primary obligor, (c) to purchase property, securities or services
       primarily for the purpose of assuring the owner of any such primary
       obligation of the ability of the primary obligor to make payment of such
       primary obligation or (d) otherwise to assure or hold harmless the owner
       of any such primary obligation against loss in respect thereof; provided,
       however, that the term Guarantee Obligation shall not include
       endorsements of instruments for deposit or collection in the ordinary
       course of business. The amount of any Guarantee Obligation shall be
       deemed to be an amount



<PAGE>   25
                                                                              18


       equal to the value as of any date of determination of the stated or
       determinable amount of the primary obligation in respect of which such
       Guarantee Obligation is made (unless such Guarantee Obligation shall be
       expressly limited to a lesser amount, in which case such lesser amount
       shall apply) or, if not stated or determinable, the value as of any date
       of determination of the maximum reasonably anticipated liability in
       respect thereof as determined by such Person in good faith.

              "Guarantor Supplement": a supplement to the Subsidiary Guarantee,
       substantially in the form of Annex A to the Subsidiary Guarantee, whereby
       a Subsidiary of the U.S. Borrower becomes a "Guarantor" under the
       Subsidiary Guarantee.

              "Hazardous Materials": any solid wastes, toxic or hazardous
       substances, materials or wastes, defined, listed, classified or regulated
       as such in or under any Environmental Laws, including, without
       limitation, asbestos, petroleum or petroleum products (including
       gasoline, crude oil or any fraction thereof), polychlorinated biphenyls,
       and urea-formaldehyde insulation, and any other substance the presence of
       which may give rise to liability under any Environmental Law.

              "Indebtedness": of a Person, at a particular date, the sum
       (without duplication) at such date of (a) indebtedness for borrowed money
       or for the deferred purchase price of property or services in respect of
       which such Person is liable as obligor, (b) indebtedness secured by any
       Lien on any property or asset owned or held by such Person regardless of
       whether the indebtedness secured thereby shall have been assumed by or is
       a primary liability of such Person, (c) obligations of such Person under
       Financing Leases, (d) the face amount of all letters of credit issued for
       the account of such person and, without duplication, the unreimbursed
       amount of all drafts drawn thereunder and (e) obligations (in the nature
       of principal or interest) of such Person in respect of acceptances or
       similar obligations issued or created for the account of such Person; but
       excluding (i) trade and other accounts payable in the ordinary course of
       business in accordance with customary trade terms and which are not
       overdue for more than 120 days or, if overdue for more than 120 days, as
       to which a dispute exists and adequate reserves in conformity with GAAP
       have been established on the books of such Person, (ii) deferred
       compensation obligations to employees and (iii) any obligations otherwise
       constituting Indebtedness the payment of which such Person has provided
       for pursuant to the terms of such Indebtedness or any agreement or
       instrument pursuant to which such Indebtedness was incurred, by the
       irrevocable deposit in trust of an amount of funds or a principal amount
       of securities, which deposit is sufficient, either by itself or taking
       into account the accrual of interest thereon, to pay the principal of and
       interest on such obligations when due.

              "Industrial Revenue Bonds": industrial revenue bonds issued for
       the benefit of the U.S. Borrower or its Subsidiaries and in respect of
       which the U.S. Borrower or its Subsidiaries will be the source of
       repayment, provided that such financings (including, without limitation,
       the indenture related thereto) shall be in form and substance reasonably
       satisfactory to the Issuing Lender that issues a Letter of Credit backing
       such Industrial Revenue Bonds.


<PAGE>   26
                                                                              19


              "Insolvency": with respect to any Multiemployer Plan, the
       condition that such Plan is insolvent within the meaning of Section 4245
       of ERISA.

              "Insolvent": pertaining to a condition of Insolvency.

              "Intercreditor Agreement": the Amended and Restated Intercreditor
       Agreement, substantially in the form of Exhibit P, to be entered into
       pursuant to subsection 18.17 among Toronto Dominion (Texas), Inc. and The
       Chase Manhattan Bank, as collateral agent, as amended or otherwise
       modified from time to time.

              "Interest Payment Date": (a) as to any ABR Loan and any Prime Rate
       Loan, the last day of each March, June, September and December to occur
       while such Loan is outstanding, (b) as to any Eurodollar Loan or
       Multicurrency Loan having an Interest Period of three months or less, the
       last day of such Interest Period, (c) as to any Eurodollar Loan or
       Multicurrency Loan having an Interest Period longer than three months,
       (i) each day which is three months, or a whole multiple thereof, after
       the first day of such Interest Period and (ii) the last day of such
       Interest Period and (d) as to any Money Market Rate Swing Line Loan, the
       last day of the interest period with respect thereto selected by the U.S.
       Borrower and the relevant Swing Line Lender.

              "Interest Period": with respect to any Eurodollar Loan or
       Multicurrency Loan:

                   (a) initially, the period commencing on the borrowing or
              conversion date, as the case may be, with respect to such
              Eurodollar Loan or Multicurrency Loan and ending (i) one, two,
              three or six months thereafter, or (ii) with the consent of all
              the Lenders making such Loan, (x) nine or twelve months thereafter
              and, (y) with respect to Loans denominated in U.S. Dollars, two
              weeks, in each case, as selected by the relevant Borrower in its
              notice of borrowing or notice of conversion, as the case may be,
              given with respect thereto; and

                   (b) thereafter, each period commencing on the last day of the
              next preceding Interest Period applicable to such Eurodollar Loan
              or Multicurrency Loan and ending (i) one, two, three or six months
              thereafter, or (ii) with the consent of all the Lenders making
              such Loan, (x) nine or twelve months thereafter and, (y) with
              respect to Loans denominated in U.S. Dollars, two weeks, in each
              case, as selected by the relevant Borrower by irrevocable notice
              to the General Administrative Agent prior to 12:00 Noon, New York
              City time, not less than three Business Days prior to the last day
              of the then current Interest Period with respect thereto, with
              respect to Eurodollar Loans, or by the time specified for the
              Notice of Multicurrency Loan Continuation with respect to any
              Multicurrency Loans set forth in the Administrative Schedule,

       provided that all of the foregoing provisions relating to Interest
       Periods are subject to the following:



<PAGE>   27
                                                                              20


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

                    (ii)  any Interest Period applicable to a Eurodollar Loan or
              Multicurrency Loan that would otherwise extend beyond the
              Revolving Credit Termination Date shall end on the Revolving
              Credit Termination Date; and

                    (iii) any Interest Period pertaining to a Eurodollar Loan or
              Multicurrency Loan (other than an Interest Period of two weeks'
              duration in respect of Loans denominated in U.S. Dollars) that
              begins on the last Business Day of a calendar month (or on a day
              for which there is no numerically corresponding day in the
              calendar month at the end of such Interest Period) shall end on
              the last Business Day of a calendar month.

              "Interest Rate Agreement": any interest rate protection agreement,
       interest rate swap or other interest rate hedge arrangement (other than
       any interest rate cap or other similar agreement or arrangement pursuant
       to which the U.S. Borrower has no credit exposure), to or under which the
       U.S. Borrower or any of its Subsidiaries is a party or a beneficiary.

              "Interest Rate Agreement Obligations": all obligations of the U.S.
       Borrower or any Subsidiary to any financial institution under any one or
       more Interest Rate Agreements.

              "Investment Grade Status": shall exist at any time when the actual
       or implied rating of the U.S. Borrower's senior long-term unsecured debt
       is at or above BBB- from S&P and at or above Baa3 from Moody's; if either
       of S&P or Moody's shall change its system of classifications after the
       date of this Agreement, Investment Grade Status shall exist at any time
       when the actual or implied rating of the U.S. Borrower's senior long-term
       unsecured debt is at or above the new rating which most closely
       corresponds to the above-specified level under the previous rating
       system.

              "Issuing Lender": Chase (or any Affiliate of Chase), in its
       capacity as issuer of the Letters of Credit and any other U.S. Lender
       which the U.S. Borrower, the General Administrative Agent and the
       Majority U.S. Lenders shall have approved, in its capacity as issuer of
       the Letters of Credit.

              "JP Morgan": JP Morgan, a division of Chase Securities Inc.

              "Judgment Currency": as defined in subsection 18.19(b).

              "Lear Germany": Lear Corporation Beteiligungs GmbH.


<PAGE>   28
                                                                              21


              "Lenders": as defined in the preamble hereto, provided that no
       Person shall become a "Lender" hereunder after the Closing Date without
       compliance with subsection 18.6(c).

              "Letter of Credit Applications": (a) in the case of Standby
       Letters of Credit, a letter of credit application for a Standby Letter of
       Credit on the standard form of the applicable Issuing Lender for standby
       letters of credit, and (b) in the case of Commercial Letters of Credit, a
       letter of credit application for a Commercial Letter of Credit on the
       standard form of the applicable Issuing Lender for commercial letters of
       credit.

              "Letter of Credit Obligations": at any particular time, all
       liabilities of the U.S. Borrower and any Subsidiary with respect to
       Letters of Credit, whether or not any such liability is contingent,
       including (without duplication) the sum of (a) the aggregate undrawn face
       amount of all Letters of Credit then outstanding plus (b) the aggregate
       amount of all unpaid Reimbursement Obligations and Subsidiary
       Reimbursement Obligations.

              "Letter of Credit Participation Certificate": a participation
       certificate in the form customarily used by the Issuing Lender for such
       purpose at the time such certificate is issued.

              "Letters of Credit": as defined in subsection 9.1(a).

              "Leverage Ratio": for any date of determination, including any
       Adjustment Date, the ratio of (i) Consolidated Indebtedness at the end of
       the most recently ended fiscal quarter to (ii) Consolidated Operating
       Profit for the four consecutive fiscal quarters then ended; provided
       that, if at any time the aggregate amount of Indebtedness associated with
       Receivables Financing Transactions exceeds $500,000,000, an amount equal
       to the excess over $500,000,000 shall be included in the determination of
       "Consolidated Indebtedness".

              "LIBO Rate": in respect of any LIBO Rate CAF Advance, the London
       interbank offered rate for deposits in Dollars for the period commencing
       on the date of such CAF Advance and ending on the CAF Advance Maturity
       Date with respect thereto which appears on Telerate Page 3750 as of 11:00
       A.M., London time, two Business Days prior to the beginning of such
       period.

              "LIBO Rate CAF Advance": any CAF Advance made pursuant to a LIBO
       Rate CAF Advance Request.

              "LIBO Rate CAF Advance Request": any CAF Advance Request
       requesting the Lenders to offer to make CAF Advances at an interest rate
       equal to the LIBO Rate plus (or minus) a margin.

              "Lien": any mortgage, pledge, hypothecation, assignment, deposit
       arrangement, encumbrance, lien (statutory or other), or preference,
       priority or other security agreement




<PAGE>   29
                                                                              22


       or preferential arrangement of any kind or nature whatsoever (including,
       without limitation, any conditional sale or other title retention
       agreement or any Financing Lease having substantially the same economic
       effect as any of the foregoing).

              "Loan Documents": the collective reference to this Agreement, any
       Notes, the Drafts, the Acceptances, the Acceptance Notes, any documents
       or instruments evidencing or governing any Alternate Currency Facility
       and the Security Documents.

              "Loan Parties": the collective reference to the Borrowers, each
       guarantor or grantor party to any Security Document and each issuer of
       pledged stock under each Pledge Agreement.

              "Loans": the collective reference to the Revolving Credit Loans,
       the Swing Line Loans, the CAF Advances, the Multicurrency Loans and the
       Alternate Currency Loans.

              "Loans to be Converted": as defined in subsection 18.8(a).

              "London Banking Day": any day on which banks in London are open
       for general banking business, including dealings in foreign currency and
       exchange.

              "Managing Agents": as defined on Schedule IX hereto.

              "Majority Canadian Lenders": at any time, Canadian Lenders whose
       Canadian Revolving Credit Commitment Percentages aggregate more than 50%.

              "Majority Lenders": (a) at any time prior to the termination of
       the Revolving Credit Commitments, the Majority U.S. Lenders; and (b) at
       any time after the termination of the Revolving Credit Commitments,
       Lenders whose Aggregate Total Outstandings aggregate more than 50% of the
       Aggregate Total Outstandings of all Lenders; provided that for purposes
       of this definition the Aggregate Total Outstandings of each Lender shall
       be adjusted up or down so as to give effect to any participations
       purchased or sold pursuant to subsection 18.8.

              "Majority Multicurrency Lenders": at any time, Multicurrency
       Lenders whose Multicurrency Commitment Percentages aggregate more than
       50%.

              "Majority U.S. Lenders": at any time, U.S. Lenders whose U.S.
       Revolving Credit Commitment Percentages aggregate more than 50%.

              "Material Subsidiary": each Loan Party and any other Subsidiary
       which (a) for the most recent fiscal year of the U.S. Borrower accounted
       for more than 10% of Consolidated Revenues or (b) as of the end of such
       fiscal year, was the owner of more than 10% of Consolidated Assets, all
       as shown on the consolidated financial statements of the U.S. Borrower
       for such fiscal year.

              "Money Market Rate": as defined in subsection 3.2(b).


<PAGE>   30
                                                                              23


              "Money Market Rate Swing Line Loan": as defined in subsection
       3.2(b).

              "Moody's": Moody's Investors Service, Inc. or any successor
       thereto.

              "Multicurrency Commitment": as to any Multicurrency Lender at any
       time, its obligation to make Multicurrency Loans to the U.S. Borrower or
       Foreign Subsidiary Borrowers in an aggregate amount in Available Foreign
       Currencies of which the U.S. Dollar Equivalent does not exceed at any
       time outstanding the lesser of (a) the amount set forth opposite such
       Multicurrency Lender's name in Schedule I under the heading
       "Multicurrency Commitment", and (b) the U.S. Revolving Credit Commitment
       of such Multicurrency Lender, in each case as such amount may be reduced
       from time to time as provided in subsection 7.4 and the other applicable
       provisions hereof.

              "Multicurrency Commitment Percentage": as to any Multicurrency
       Lender at any time, the percentage which such Multicurrency Lender's
       Multicurrency Commitment then constitutes of the aggregate Multicurrency
       Commitments (or, if the Multicurrency Commitments have terminated or
       expired, the percentage which (a) the U.S. Dollar Equivalent of the
       Aggregate Multicurrency Outstandings of such Multicurrency Lender at such
       time constitutes of (b) the U.S. Dollar Equivalent of the Aggregate
       Multicurrency Outstandings of all Multicurrency Lenders at such time).

              "Multicurrency Lender": each Lender having an amount greater than
       zero set forth opposite such Lender's name in Schedule I under the
       heading "Multicurrency Commitment."

              "Multicurrency Loans": as defined in subsection 7.1.

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

              "National Currency Unit": the unit of currency (other than a euro
       unit) of a Participating Member State.

              "Net Proceeds": shall mean the gross proceeds received by the U.S.
       Borrower or any Subsidiary from a sale or other disposition of any asset
       of the U.S. Borrower or such Subsidiary less (a) all reasonable fees,
       commissions and other out-of-pocket expenses incurred by the U.S.
       Borrower or such Subsidiary in connection therewith, (b) Federal, state,
       local and foreign taxes assessed in connection therewith and (c) the
       principal amount, accrued interest and any related prepayment fees of any
       Indebtedness (other than the Loans) which is secured by any such asset
       and which is required to be repaid in connection with the sale thereof.

              "9 1/2% Subordinated Note Indenture": the Indenture dated as of
       July 1, 1996, between the U.S. Borrower and The Bank of New York, as
       trustee, as the same may be amended, supplemented or otherwise modified
       from time to time in accordance with subsection 14.10.


<PAGE>   31
                                                                              24


              "9 1/2% Subordinated Notes": the 9 1/2% Subordinated Notes of the
       U.S. Borrower due 2006, issued pursuant to the 9 1/2% Subordinated Note
       Indenture.

              "Non-Canadian Lender": each U.S. Lender which is not a U.S. Common
       Lender.

              "Non-Multicurrency Lender": each U.S. Lender which is not a
       Multicurrency Lender.

              "Notes": the collective reference to the U.S. Revolving Credit
       Notes and the Canadian Revolving Credit Notes.

              "Notice of Alternate Currency Outstandings": with respect to each
       Alternate Currency Facility Agent, a notice from such Alternate Currency
       Facility Agent containing the information, delivered to the Person, in
       the manner and by the time, specified for a Notice of Alternate Currency
       Outstandings in the Administrative Schedule.

              "Notice of Multicurrency Loan Borrowing": with respect to a
       Multicurrency Loan, a notice from the Borrower (or the U.S. Borrower on
       its behalf) in respect of such Loan, containing the information in
       respect of such Loan and delivered to the Person, in the manner and by
       the time, specified for a Notice of Multicurrency Loan Borrowing in
       respect of the currency of such Loan in the Administrative Schedule.

              "Notice of Multicurrency Loan Continuation": with respect to a
       Multicurrency Loan, a notice from the Borrower (or the U.S. Borrower on
       its behalf) in respect of such Loan, containing the information in
       respect of such Loan and delivered to the Person, in the manner and by
       the time, specified for a Notice of Multicurrency Loan Continuation in
       respect of the currency of such Loan in the Administrative Schedule.

              "Obligations": collectively, the unpaid principal of and interest
       on the Loans, the Reimbursement Obligations, the Subsidiary Reimbursement
       Obligations, Interest Rate Agreement Obligations or Currency Agreement
       Obligations entered into by any Borrower with any Lender (or any
       Affiliate of a Lender) and all other obligations and liabilities
       (including, with respect to the Canadian Borrower, Acceptance
       Reimbursement Obligations) of (a) the U.S. Borrower under or in
       connection with this Agreement (including, without limitation, the
       obligations under Section 15 hereof) and the other Loan Documents, (b)
       the Canadian Borrower under this Agreement and the other Loan Documents,
       (c) each Foreign Subsidiary Borrower under this Agreement and the other
       Loan Documents and (d) each Alternate Currency Borrower under any
       Alternate Currency Facility to which it is a party and under this Loan
       Agreement and the other Loan Documents (including, without limitation,
       interest accruing at the then applicable rate provided in this Agreement
       or any other applicable Loan Document after the maturity of the Loans and
       interest accruing at the then applicable rate provided in this Agreement
       or any other applicable Loan Document after the filing of any petition in
       bankruptcy, or the commencement of any insolvency, reorganization or like
       proceeding, relating to the U.S. Borrower, whether or not a claim for
       post-filing or post-petition


<PAGE>   32
                                                                              25



       interest is allowed in such proceeding), whether direct or indirect,
       absolute or contingent, due or to become due, or now existing or
       hereafter incurred, which may arise under, out of, or in connection with,
       this Agreement, the Notes, the Acceptances, the Acceptance Notes, the
       Letters of Credit, the Letter of Credit Applications, the other Loan
       Documents or any other document made, delivered or given in connection
       therewith, in each case whether on account of principal, interest,
       reimbursement obligations, fees, indemnities, costs, expenses or
       otherwise (including, without limitation, all fees and disbursements of
       counsel to the Administrative Agents or to the Lenders that are required
       to be paid by any Borrower pursuant to the terms of this Agreement or any
       other Loan Document).

              "Other Lender": as defined in subsection 18.8(c).

              "Other Revolving Credit Agreement": the Amended and Restated
       Revolving Credit and Term Loan Agreement, dated as of March 26, 2001,
       among the U.S. Borrower, certain of its Foreign Subsidiaries, the lenders
       parties thereto, Chase, as administrative agent, and others, as the same
       may be amended, supplemented or otherwise modified from time to time, and
       any Refinancing Agreement in respect thereof.

              "Participants": as defined in subsection 18.6(b).

              "Participating Interest": with respect to any Letter of Credit (a)
       in the case of the Issuing Lender with respect thereto, its interest in
       such Letter of Credit and any Letter of Credit Application relating
       thereto after giving effect to the granting of any participating
       interests therein pursuant hereto and (b) in the case of each
       Participating Lender, its undivided participating interest in such Letter
       of Credit and any Letter of Credit Application relating thereto.

              "Participating Lender": any U.S. Lender (other than the Issuing
       Lender) with respect to its Participating Interest in a Letter of Credit.

              "Participating Member State": any member state of the EMU which
       has the euro as its lawful currency.

              "PBGC": the Pension Benefit Guaranty Corporation established
       pursuant to Subtitle A of Title IV of ERISA.

              "Person": an individual, partnership, corporation, business trust,
       joint stock company, trust, unincorporated association, joint venture,
       Governmental Authority or other entity of whatever nature.

              "Plan": at a particular time, any employee benefit plan which is
       covered by ERISA and in respect of which the U.S. Borrower or a Commonly
       Controlled Entity is (or, if such plan were terminated at such time,
       would under Section 4069 of ERISA be deemed to be) an "employer" as
       defined in Section 3(5) of ERISA.


<PAGE>   33
                                                                              26


              "Pledge Agreement": the Amended and Restated Pledge Agreement, to
       be executed and delivered by the U.S. Borrower and certain of its
       subsidiaries in favor of The Chase Manhattan Bank, as Agent,
       substantially in the form of Exhibit Q, as the same may be amended,
       supplemented or otherwise modified from time to time.

              "Pledged Stock": as defined in the Pledge Agreement.

              "Powers of Attorney": as defined in subsection 6.2(b).

              "Prepayment Proceeds": as defined in subsection 10.4(h).

              "Pricing Grid":

<TABLE>
<CAPTION>

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

                                             Applicable Margin
                                             -----------------
                            ----------------------------------------------------
                                                                 ABR Loans,
                                                             Canadian Base Rate
                             Eurodollar/Eurocurrency          Loans and Prime
      Leverage Ratio                 Loans                       Rate Loans         Facility Fee Rate
      --------------                 -----                       ----------         -----------------
-------------------------------------------------------------------------------------------------------
<S>                          <C>                             <C>                   <C>
   Less than  3.00:1.00               1.30%                        0.05%                  0.45%
  or equal to
-------------------------------------------------------------------------------------------------------

   Less than  2.00:1.00               1.15%.                       0.00%                  0.35%
  or equal to
-------------------------------------------------------------------------------------------------------

 Greater than 2.00:1.00               0.95%                        0.00%                  0.30%
-------------------------------------------------------------------------------------------------------

 Greater than 1.50:1.00 and           0.75%                        0.00%                  0.25%
      either BBB- or Baa3
-------------------------------------------------------------------------------------------------------
</TABLE>

              Changes in the Applicable Margin or in the Facility Fee Rate
       resulting from changes in the Leverage Ratio shall become effective on
       the Adjustment Date and shall remain in effect until the next change to
       be effected pursuant to the definition of "Adjustment Date"; provided
       that if the financial statements and related compliance certificate for
       any fiscal period are not delivered by the date due pursuant to
       subsections 13.1 and 13.2(b), the Applicable Margin shall be (i) for the
       first five days subsequent to such due date, the Applicable Margin then
       in effect on the day prior to such due date, and (ii) thereafter, that
       set forth above opposite the Leverage Ratio > 3:00:1.00, in either case,
       until the subsequent Adjustment Date.       -

              In the event that the Other Revolving Credit Agreement is
       terminated in accordance with its terms (or amended to eliminate the
       requirement in the pricing grid set forth therein relating to the U.S.
       Borrower's long-term unsecured debt rating), any requirement related to
       the U.S. Borrower's long-term unsecured debt rating in the Pricing Grid
       shall automatically be deemed to be deleted without any further action on
       the part of the U.S. Borrower, the General Administrative Agent or the
       Lenders.

<PAGE>   34
                                                                              27



              "Prime Rate": at any day, the greater on such day of (a) the rate
       per annum announced by the Canadian Administrative Agent from time to
       time (and in effect on such day) as its prime rate for Canadian Dollar
       commercial loans made in Canada, as adjusted automatically from time to
       time and without notice to any of the Borrowers upon change by the
       Canadian Administrative Agent, and (b) 1% above the CDOR Rate from time
       to time (and in effect on such day), as advised by the Canadian
       Administrative Agent to the Canadian Borrower from time to time pursuant
       hereto. The Prime Rate is not intended to be the lowest rate of interest
       charged by the Canadian Administrative Agent in connection with
       extensions of credit in Canadian Dollars to debtors.

              "Prime Rate Loans": all Canadian Revolving Credit Loans
       denominated in Canadian Dollars, which shall bear interest at a rate
       based upon the Prime Rate.

              "Property": each parcel of real property owned or operated by the
       U.S. Borrower and its Subsidiaries.

              "Proprietary Rights": as defined in subsection 11.16.

              "Public Indebtedness": Indebtedness issued in a public offering or
       Rule 144A transaction.

              "Qualified Credit Facility": a credit facility (a) providing for
       one or more Alternate Currency Lenders to make loans denominated in an
       Alternate Currency to one or more Alternate Currency Borrowers, (b)
       providing for such loans to bear interest at a rate or rates determined
       by the U.S. Borrower and such Alternate Currency Lender or Alternate
       Currency Lenders and (c) otherwise conforming to the requirements of
       Section 8.

              "Quotation Day": in respect of the determination of the
       Eurocurrency Rate for any Interest Period for Multicurrency Loans in any
       Available Foreign Currency, the day on which quotations would ordinarily
       be given by prime banks in the London interbank market (or, if such
       Available Foreign Currency is Pounds Sterling, in the Paris interbank
       market) for deposits in such Available Foreign Currency for delivery on
       the first day of such Interest Period; provided, that if quotations would
       ordinarily be given on more than one date, the Quotation Day for such
       Interest Period shall be the last of such dates. On the date hereof, the
       Quotation Day in respect of any Interest Period for any Available Foreign
       Currency (other than the euro) is customarily the last London Banking Day
       prior to the beginning of such Interest Period which is (a) at least two
       London Banking Days prior to the beginning of such Interest Period and
       (b) a day on which banks are open for general banking business in the
       city which is the principal financial center of the country of issue of
       such Available Foreign Currency (and, in the case of Pounds Sterling, in
       Paris); and the Quotation Day in respect of any Interest Period for the
       euro is the day which is two Target Operating Days prior to the first day
       of such Interest Period.

              "Receivable Financing Transaction": any transaction or series of
       transactions involving a sale for cash of accounts receivable, without
       recourse based upon the


<PAGE>   35
                                                                              28


       collectibility of the receivables sold, by the U.S. Borrower or any of
       its Subsidiaries to a Special Purpose Subsidiary and a subsequent sale or
       pledge of such accounts receivable (or an interest therein) by such
       Special Purpose Subsidiary, in each case without any guarantee by the
       U.S. Borrower or any of its Subsidiaries (other than the Special Purpose
       Subsidiary).

              "Reference Discount Rate": on any date with respect to each Draft
       requested to be accepted by a Canadian Lender, (a) if such Canadian
       Lender is a Schedule I Canadian Lender, the arithmetic average of the
       discount rates (expressed as a percentage calculated on the basis of a
       year of 365 days) quoted by the Toronto offices of each of the Schedule I
       Canadian Reference Lenders, at 10:00 A.M. (Toronto time) on the Borrowing
       Date as the discount rate at which each such Schedule I Canadian
       Reference Lender would, in the normal course of its business, purchase on
       such date Acceptances having an aggregate face amount and term to
       maturity as designated by the Canadian Borrower pursuant to Section 6.2
       and (b) if such Canadian Lender is a Schedule II Canadian Lender, the
       arithmetic average of the discount rates (expressed as a percentage
       calculated on the basis of a year of 365 days) quoted by the Toronto
       offices of each of the Schedule II Canadian Reference Lenders, at 10:00
       A.M. (Toronto time) on the Borrowing Date as the discount rate at which
       each such Schedule II Canadian Reference Lender would, in the normal
       course of its business, purchase on such date Acceptances having an
       aggregate face amount and term to maturity as designated by the Canadian
       Borrower pursuant to subsection 6.2. The Canadian Administrative Agent
       shall advise the Canadian Borrower and the Canadian Lenders, either in
       writing or verbally, by 11:00 A.M. (Toronto time) on the Borrowing Date
       as to the applicable Reference Discount Rate and corresponding Acceptance
       Purchase Price in respect of Acceptances having the maturities selected
       by the Canadian Borrower for such Borrowing Date. Notwithstanding the
       foregoing, the Canadian Borrower, the Canadian Administrative Agent and
       the Canadian Lenders, may agree upon alternative methods of determining
       the Reference Discount Rate from time to time.

              "Refinancing Agreement": with respect to the Other Revolving
       Credit Agreement a successor agreement or indenture satisfying the
       following criteria: (a) such successor agreement refinances in whole or
       in part, and replaces or refinances the commitments under, the Other
       Revolving Credit Agreement, (b) either (i) the covenants, representations
       and warranties and events of default set forth in such successor
       agreement shall be equivalent to the corresponding provisions set forth
       in the Other Revolving Credit Agreement or (ii) to the extent such
       provisions are more restrictive on the U.S. Borrower and its Subsidiaries
       than the provisions of this Agreement, the U.S. Borrower shall,
       contemporaneously with entering into such Refinancing Agreement, enter
       into with the General Administrative Agent an amendment to this Agreement
       reasonably satisfactory to the General Administrative Agent pursuant to
       which such more restrictive provisions shall be incorporated herein (the
       Lenders hereby authorizing the General Administrative Agent to enter into
       such amendment), (c) such successor agreement shall not be guaranteed by
       any Person other than the Subsidiary Guarantors pursuant to the
       Subsidiary Guarantee and, if applicable, the U.S. Borrower and shall not
       be secured


<PAGE>   36
                                                                              29



       except pursuant to the Security Documents and (d) the lenders under such
       successor agreement (or an agent for such lenders) shall have entered
       into an intercreditor agreement with the General Administrative Agent, in
       form and substance reasonably satisfactory to the General Administrative
       Agent, which shall, in any event, contain customary indemnities,
       liability limitations, exculpation provisions and other customary
       protective provisions in favor of the General Administrative Agent, in
       its capacity as Agent under (and as defined in) the Subsidiary Guarantee
       and the Security Documents, substantially equivalent to those set forth
       in the corresponding provisions of the Other Revolving Credit Agreement.

              "Refinancing Indebtedness": a collective reference to (x) any
       Indebtedness pursuant to a Refinancing Agreement and (y) with respect to
       the Senior Notes and the 2001 Eurobonds, Indebtedness refinancing the
       Senior Notes or the 2001 Eurobonds or any successor refinancings
       satisfying the following criteria: (a) such Refinancing Indebtedness
       refinances the aggregate outstanding principal balance of such
       Indebtedness being refinanced, (b) the covenants, representations and
       warranties and events of default set forth in the indenture or agreement
       relating to such Refinancing Indebtedness shall be equivalent to or no
       more restrictive in any material respect than the corresponding
       provisions set forth in the Senior Notes Indenture or the 2001 Eurobond
       Indenture, as the case may be, and (c) the maturity date of such
       Refinancing Indebtedness shall not be earlier than the Revolving Credit
       Termination Date.

              "Register": as defined in subsection 18.6(d).

              "Reimbursement Obligation": the obligation of the U.S. Borrower to
       reimburse the Issuing Lender in accordance with the terms of this
       Agreement and the related Letter of Credit Application for any payment
       made by the Issuing Lender under any Letter of Credit.

              "Release" means any spilling, leaking, pumping, pouring, emitting,
       emptying, discharging, escaping, leaking, dumping, disposing, spreading,
       depositing or dispersing of any Hazardous Materials in, unto or onto the
       environment.

              "Reorganization": with respect to any Multiemployer Plan, the
       condition that such plan is in reorganization within the meaning of
       Section 4241 of ERISA.

              "Reportable Event": any of the events set forth in Section 4043(c)
       of ERISA, other than those events as to which the thirty day notice
       period is waived under any of subsections .13, .14, .16, .18, .19 or .20
       of PBGC Reg.ss.4043 or any successor regulation thereto.

              "Requested Acceptances": as defined in subsection 2.5(a).

              "Requested Alternate Currency Loans": as defined in subsection
       2.5(c).

              "Requested Canadian Revolving Credit Loans": as defined in
       subsection 2.5(a).


<PAGE>   37
                                                                              30


              "Requested Multicurrency Loans": as defined in subsection 2.5(b).

              "Request for Acceptances": as defined in subsection 6.2(a).

              "Requirement of Law": as to (a) any Person, the certificate of
       incorporation and by-laws or the partnership or limited partnership
       agreement or other organizational or governing documents of such Person,
       and any law, treaty, rule or regulation or determination of an arbitrator
       or a court or other Governmental Authority, in each case applicable to or
       binding upon such Person or any of its property or to which such Person
       or any of its property is subject, and (b) any property, any law, treaty,
       rule, regulation, requirement, judgment, decree or determination of any
       Governmental Authority applicable to or binding upon such property or to
       which such property is subject, including, without limitation, any
       Environmental Laws.

              "Responsible Officer": with respect to any Loan Party, the chief
       executive officer, the president, the chief financial officer, any vice
       president, the treasurer or the assistant treasurer of such Loan Party.

              "Revolving Credit Commitment Period": the period from and
       including the Closing Date to but not including the Revolving Credit
       Termination Date, or such earlier date on which the Revolving Credit
       Commitments shall terminate as provided herein.

              "Revolving Credit Commitments": the collective reference to the
       U.S. Revolving Credit Commitments, the Canadian Revolving Credit
       Commitments and the Multicurrency Commitments.

              "Revolving Credit Loans": the collective reference to the U.S.
       Revolving Credit Loans, the Canadian Revolving Credit Loans and the
       Multicurrency Loans; each, individually, a "Revolving Credit Loan".

              "Revolving Credit Termination Date": March 26, 2006.

              "Schedule I Canadian Lender": each Canadian Lender listed on
       Schedule I to the Bank Act (Canada).

              "Schedule I Canadian Reference Lenders": The Bank of Nova Scotia
       and The Toronto-Dominion Bank.

              "Schedule II Canadian Lender": each Canadian Lender which is not a
       Schedule I Canadian Lender.

              "Schedule II Canadian Reference Lenders": one or more Schedule II
       Canadian Lenders selected by the U.S. Borrower with the consent of all
       the Schedule II Canadian Lenders.

              "Securities Act": the Securities Act of 1933, as amended.


<PAGE>   38
                                                                              31


              "Security Documents": the collective reference to the Pledge
       Agreement, the Subsidiary Guarantee and each other guarantee, security
       document or similar agreement that may be delivered to the General
       Administrative Agent as collateral security for any or all of the
       Obligations, in each case as amended, supplemented or otherwise modified
       from time to time, including, without limitation, to give effect to any
       Refinancing Agreement permitted hereunder.

              "Senior Managing Agents": as defined on Schedule IX hereto.

              "Senior Notes": the 7.96% Senior Notes due 2005 and the 8.11%
       Senior Notes due 2009 of the U.S. Borrower, each issued pursuant to the
       Senior Notes Indenture, and any Refinancing Indebtedness in respect
       thereof.

              "Senior Notes Indenture": the Indenture, dated as of May 15, 1999,
       among the U.S. Borrower, as issuer, the subsidiary guarantors parties
       thereto and The Bank of New York, as trustee, as the same may be amended,
       supplemented or otherwise modified or replaced from time to time in
       accordance with the definition of "Refinancing Indebtedness".

              "Single Employer Plan": any Plan which is covered by Title IV of
       ERISA, but which is not a Multiemployer Plan.

              "S&P": Standard & Poor's Ratings Group or any successor thereto.

              "Special Affiliate": any Affiliate of the U.S. Borrower (a) as to
       which the U.S. Borrower holds, directly or indirectly, (i) power to vote
       20% or more of the securities having ordinary voting power for the
       election of directors of such Affiliate or (ii) a 20% ownership interest
       in such Affiliate and (b) which is engaged in business of the same or
       related general type as now being conducted by the U.S. Borrower and its
       Subsidiaries.

              "Special Entity": any Person which is engaged in business of the
       same or related general type as now being conducted by the U.S. Borrower
       and its Subsidiaries.

              "Special Purpose Subsidiary": any Wholly Owned Subsidiary of the
       U.S. Borrower created by the U.S. Borrower for the sole purpose of
       facilitating a Receivable Financing Transaction.

              "Standby Letters of Credit": as defined in subsection 9.1(a).

              "Subordinated Debt": any obligations (for principal, interest or
       otherwise) evidenced by or arising under or in respect of the
       Subordinated Notes and the 9 1/2% Subordinated Notes.

              "Subordinated Debt Indentures": the collective reference to the
       Subordinated Note Indenture and the 9 1/2% Subordinated Note Indenture.


<PAGE>   39
                                                                              32


              "Subordinated Note Indenture": the Indenture, dated as of February
       1, 1994, between the U.S. Borrower and State Street Bank and Trust
       Company (as successor to The First National Bank of Boston), as trustee,
       as the same may be amended, supplemented or otherwise modified from time
       to time in accordance with subsection 14.10.

              "Subordinated Notes": the 8 1/4% Subordinated Notes of the U.S.
       Borrower due 2002, issued pursuant to the Subordinated Note Indenture.

              "Subsequent Participant": any member state of the EMU that adopts
       the euro as its lawful currency after January 1, 1999.

              "Subsidiary": as to any Person, a corporation, partnership or
       other entity of which shares of stock or other ownership interests having
       ordinary voting power (other than stock or such other ownership interests
       having such power only by reason of the happening of a contingency) to
       elect a majority of the board of directors or other managers of such
       corporation, partnership or other entity are at the time owned, or the
       management of which is otherwise controlled, directly or indirectly,
       through one or more intermediaries, or both, by such Person (exclusive of
       any Affiliate in which such Person has a minority ownership interest).
       Unless otherwise qualified, all references to a "Subsidiary" or to
       "Subsidiaries" in this Agreement shall refer to a Subsidiary or
       Subsidiaries of the U.S. Borrower.

              "Subsidiary and Secured Indebtedness": the collective reference
       (without duplication) to (a) any Indebtedness of any Subsidiary, other
       than Indebtedness permitted by paragraphs (a) through (e) of subsection
       14.2, (b) any Guarantee Obligation of any Subsidiary, other than
       Guarantee Obligations permitted by paragraphs (a) through (e) of
       subsection 14.4, (c) any Indebtedness or Guarantee Obligation of any
       Person that is secured by any Lien on any property, assets or revenues of
       the U.S. Borrower or any of its Subsidiaries, other than Liens permitted
       by paragraphs (a) through (n) of subsection 14.3. For purposes of clause
       (b) of the preceding sentence, the amount of any Guarantee Obligation
       shall be determined as set forth in the definition of "Guarantee
       Obligation" in this subsection 1.1; and for purposes of clause (c) of the
       preceding sentence, the amount of any Indebtedness or Guarantee
       Obligation that is secured by a Lien on any property, assets or revenues
       of the U.S. Borrower or any of its Subsidiaries shall equal the lesser of
       (x) the amount of any such Indebtedness or Guarantee Obligation and (y)
       the fair market value as of the date of determination of the property,
       assets or revenues subject to such Lien. At any time of determination,
       the amount of Subsidiary and Secured Indebtedness outstanding shall be
       determined without duplication of any other Subsidiary and Secured
       Indebtedness then outstanding.

              "Subsidiary Guarantee": the Amended and Restated Subsidiary
       Guarantee, dated as of the date hereof, made by certain Subsidiaries of
       the U.S. Borrower in favor of the General Administrative Agent,
       substantially in the form of Exhibit O, as the same may be amended,
       supplemented or otherwise modified from time to time.


<PAGE>   40
                                                                              33


              "Subsidiary Guarantor": each Subsidiary that is a guarantor party
       to the Subsidiary Guarantee, so long as the Subsidiary Guarantee remains
       in effect.

              "Subsidiary Reimbursement Obligation": the obligation of any
       Subsidiary to reimburse the Issuing Lender in accordance with the terms
       of this Agreement and the related Letter of Credit Application for any
       payment made by the Issuing Lender under any Letter of Credit.

              "Swing Line Commitment": as to each Swing Line Lender, in its
       capacity as a Swing Line Lender, its obligation to make Swing Line Loans
       to the U.S. Borrower which Loans for all Swing Line Lenders shall not
       exceed an aggregate principal amount, at any one time outstanding
       $150,000,000; provided that the Swing Line Commitment of any Swing Line
       Lender shall not exceed $75,000,000.

              "Swing Line Lenders": the collective reference to Chase and BofA,
       in their respective capacities as provider of the Swing Line Loans.

              "Swing Line Loans" and "Swing Line Loan": as defined in subsection
       3.1.

              "Syndication Agents": as defined in the preamble hereto.

              "Target Operating Day": any day that is not (a) a Saturday or
       Sunday, (b) Christmas Day or New Year's Day or (c) any other day on which
       the Trans-European Real-time Gross Settlement Operating System (or any
       successor settlement system) is not operating (as determined by the
       General Administrative Agent).

              "Tax Act": the Income Tax Act (Canada), as amended from time to
       time.

              "Taxes": as defined in subsection 10.12(a).

              "Tranche": the collective reference to Eurodollar Loans or
       Multicurrency Loans the then current Interest Periods with respect to all
       of which begin on the same date and end on the same later date (whether
       or not such Loans shall originally have been made on the same day).

              "Transferee": as defined in subsection 18.6(f).

              "Treaty on European Union": the Treaty of Rome of March 25, 1957,
       as amended by the Single European Act 1986 and the Maastricht Treaty
       (which was signed at Maastricht on February 7, 1992, and came into force
       on November 1, 1993), as amended from time to time.

              "2001 Eurobond Indenture": the Indenture, dated as of March 20,
       2001, among the U.S. Borrower, as issuer, the guarantors party thereto
       from time to time, as guarantors, and The Bank of New York, as trustee,
       as the same may be amended, supplemented or otherwise modified from time
       to time in accordance with the definition of "Refinancing Indebtedness."


<PAGE>   41
                                                                              34


              "2001 Eurobonds": the 8-1/8% Senior Notes of the U.S. Borrower due
       2008 issued pursuant to the 2001 Eurobond Indenture, and any Refinancing
       Indebtedness in respect thereof.

              "Type": as to any U.S. Revolving Credit Loan, its nature as an ABR
       Loan or a Eurodollar Loan, and as to any Canadian Revolving Credit Loan,
       its nature as a Canadian Base Rate Loan or a Prime Rate Loan.

              "U.S. Borrower": as defined in the preamble hereto.

              "U.S. Common Lender": each U.S. Lender which has a Counterpart
       Lender.

              "U.S. Dollar Equivalent": with respect to an amount denominated in
       any currency other than U.S. Dollars, the equivalent in U.S. Dollars of
       such amount determined at the Exchange Rate on the date of determination
       of such equivalent. In making any determination of the U.S. Dollar
       Equivalent for purposes of calculating the amount of Loans to be borrowed
       from, or the face amount of Acceptances to be created by, the respective
       Lenders on any Borrowing Date, the General Administrative Agent or the
       Canadian Administrative Agent, as the case may be, shall use the relevant
       Exchange Rate in effect on the date on which the relevant Borrower
       delivers a borrowing notice for such Loans or Acceptance, as the case may
       be, pursuant to the provisions of this Agreement and the other Loan
       Documents.

              "U.S. Lenders": the Lenders listed in Part A of Schedule I hereto.

              "U.S. Prime Rate": the rate of interest per annum publicly
       announced from time to time by the General Administrative Agent as its
       prime rate in effect at its principal office in New York City. The U.S.
       Prime Rate is not intended to be the lowest rate of interest charged by
       the General Administrative Agent in connection with extensions of credit
       to borrowers.

              "U.S. Revolving Credit Commitment": as to any U.S. Lender at any
       time, its obligation to make U.S. Revolving Credit Loans to, and/or
       participate in Swing Line Loans made to and Letters of Credit issued for
       the account of, the U.S. Borrower and its Subsidiaries in an aggregate
       amount not to exceed at any time outstanding the U.S. Dollar amount set
       forth opposite such U.S. Lender's name in Schedule I under the heading
       "U.S. Revolving Credit Commitment", as such amount may be reduced from
       time to time pursuant to subsection 2.4 and the other applicable
       provisions hereof.

              "U.S. Revolving Credit Commitment Percentage": as to any U.S.
       Lender at any time, the percentage which such U.S. Lender's U.S.
       Revolving Credit Commitment then constitutes of the aggregate U.S.
       Revolving Credit Commitments of all U.S. Lenders (or, if the U.S.
       Revolving Credit Commitments have terminated or expired, the percentage
       which (a) the Aggregate U.S. Revolving Credit Outstandings of such U.S.
       Lender at such time then constitutes of (b) the Aggregate U.S. Revolving
       Credit Outstandings of all U.S. Lenders at such time).

<PAGE>   42
                                                                              35



              "U.S. Revolving Credit Lender": each U.S. Lender having an amount
       greater than zero set forth under the heading "U.S. Revolving Credit
       Commitment" opposite its name on Schedule I.

              "U.S. Revolving Credit Loan": as defined in subsection 2.1.

              "U.S. Revolving Credit Note": as defined in subsection 2.2(e).

              "UT Automotive Acquisition": the acquisition by the U.S. Borrower
       (or a Subsidiary as its designee) of the Capital Stock of Lear
       Corporation Automotive Holdings, a Delaware corporation formerly known as
       UT Automotive, Inc., and certain related entities, pursuant to the UT
       Automotive Acquisition Agreement.

              "UT Automotive Acquisition Agreement": the Stock Purchase
       Agreement, dated as of March 16, 1999, between Nevada Bond Investment
       Corp. II, a Nevada corporation, as Seller, and the U.S. Borrower (or a
       Subsidiary as its designee), as Buyer, as amended, supplemented or
       otherwise modified, and certain related agreements.

              "Wholly Owned Subsidiary": as to any Person, a corporation,
       partnership or other entity of which (a) 100% of the common Capital Stock
       or other ownership interests of such corporation, partnership or other
       entity or (b) more than 95% of the common Capital Stock or other
       ownership interests of such corporation, partnership or other entity
       where the portion of the common Capital Stock or other ownership
       interests not held by such Person is held by other Persons to satisfy
       applicable legal requirements, is owned, directly or indirectly, by such
       Person; provided, however, that so long as the U.S. Borrower owns,
       directly or indirectly, more than 95% of the Capital Stock of Lear
       Italia, Lear Italia shall be deemed a Wholly Owned Subsidiary of the U.S.
       Borrower.

              1.2 Other Definitional Provisions. (a)Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the Notes, the other Loan Documents or any certificate or other
document made or delivered pursuant hereto.

              (b) As used herein and in the Notes and any other Loan Document,
and any certificate or other document made or delivered pursuant hereto or
thereto, accounting terms relating to the U.S. Borrower and its Subsidiaries not
defined in subsection 1.1 and accounting terms partly defined in subsection 1.1,
to the extent not defined, shall have the respective meanings given to them
under GAAP.

              (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

              (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.


<PAGE>   43
                                                                              36


              SECTION 2.     AMOUNT AND TERMS OF U.S. REVOLVING CREDIT
                             COMMITMENTS

              2.1  U.S. Revolving Credit Commitments. (a) Subject to the terms
and conditions hereof, each U.S. Lender severally agrees to make revolving
credit loans (each, a "U.S. Revolving Credit Loan") in U.S. Dollars to the U.S.
Borrower from time to time during the Revolving Credit Commitment Period so long
as after giving effect thereto (i) the Available U.S. Revolving Credit
Commitment of each U.S. Lender is greater than or equal to zero and (ii) the
Aggregate Total Outstandings of all Lenders do not exceed the Aggregate U.S.
Revolving Credit Commitments. During the Revolving Credit Commitment Period the
U.S. Borrower may use the U.S. Revolving Credit Commitments by borrowing,
prepaying the U.S. Revolving Credit Loans in whole or in part, and reborrowing,
all in accordance with the terms and conditions hereof.

              (b)  The U.S. Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined
by the U.S. Borrower and notified to the General Administrative Agent in
accordance with subsections 2.3 and 10.2, provided that no U.S. Revolving Credit
Loan shall be made as a Eurodollar Loan after the day that is one month prior to
the Revolving Credit Termination Date.

              2.2  Repayment of U.S. Revolving Credit Loans; Evidence of Debt.
(a) The U.S. Borrower hereby unconditionally promises to pay to the General
Administrative Agent for the account of each U.S. Lender the then unpaid
principal amount of each U.S. Revolving Credit Loan of such U.S. Lender (whether
made before or after the termination or expiration of the U.S. Revolving Credit
Commitments) on the Revolving Credit Termination Date and on such other date(s)
and in such other amounts as may be required from time to time pursuant to this
Agreement. The U.S. Borrower hereby further agrees to pay interest on the unpaid
principal amount of the U.S. Revolving Credit Loans from time to time
outstanding until payment thereof in full at the rates per annum, and on the
dates, set forth in subsection 10.1.

              (b)  Each U.S. Lender shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of the U.S. Borrower to
such U.S. Lender resulting from each U.S. Revolving Credit Loan of such U.S.
Lender from time to time, including the amounts of principal and interest
payable thereon and paid to such U.S. Lender from time to time under this
Agreement.

              (c)  The General Administrative Agent (together with the Canadian
Administrative Agent) shall maintain the Register pursuant to subsection
18.6(d), and a subaccount therein for each U.S. Lender, in which shall be
recorded (i) the date and amount of each U.S. Revolving Credit Loan made
hereunder, the Type thereof and each Interest Period applicable thereto, (ii)
the date of each continuation thereof pursuant to subsection 10.2, (iii) the
date of each conversion of all or a portion thereof to another Type pursuant to
subsection 10.2, (iv) the date and amount of any principal or interest due and
payable or to become due and payable from the U.S. Borrower to each U.S. Lender
hereunder in respect of the U.S. Revolving Credit Loans and (v) both the date
and amount of any sum received by the General Administrative Agent hereunder
from the U.S. Borrower in respect of the U.S. Revolving Credit Loans and each
U.S. Lender's share thereof.

<PAGE>   44
                                                                              37


              (d)  The entries made in the Register and the accounts of each
U.S. Lender maintained pursuant to subsection 2.2(b) shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the U.S. Borrower therein recorded; provided,
however, that the failure of any U.S. Lender or the Administrative Agents to
maintain the Register or any such account, or any error therein, shall not in
any manner affect the obligations of the U.S. Borrower to repay (with applicable
interest) the U.S. Revolving Credit Loans made to the U.S. Borrower by such U.S.
Lender in accordance with the terms of this Agreement.

              (e)  The U.S. Borrower agrees that, upon the request to the
General Administrative Agent by any U.S. Lender, the U.S. Borrower will execute
and deliver to such U.S. Lender a promissory note of the U.S. Borrower
evidencing the Revolving Credit Loans of such U.S. Lender, substantially in the
form of Exhibit A with appropriate insertions as to date and principal amount
(each, a "U.S. Revolving Credit Note"); provided, that the delivery of such U.S.
Revolving Credit Notes shall not be a condition precedent to the Closing Date.

              2.3  Procedure for U.S. Revolving Credit Borrowing. The U.S.
Borrower may borrow under the U.S. Revolving Credit Commitments during the
Revolving Credit Commitment Period on any Business Day, provided that the U.S.
Borrower shall give the General Administrative Agent irrevocable notice (which
notice must be received by the General Administrative Agent prior to 12:00 Noon,
New York City time, at least (a) three Business Days prior to the requested
Borrowing Date, if all or any part of the requested U.S. Revolving Credit Loans
are to be initially Eurodollar Loans, or (b) one Business Day prior to the
requested Borrowing Date, otherwise), specifying in each case (i) the amount to
be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is
to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the
borrowing is to be entirely or partly of Eurodollar Loans, the amount of such
Type of Loan and the length of the initial Interest Period therefor. Each
borrowing under the U.S. Revolving Credit Commitments (other than a borrowing
under subsection 2.5, subsection 3.4 or to pay a like amount of Reimbursement
Obligations or Subsidiary Reimbursement Obligations) shall be in an amount equal
to (A) in the case of ABR Loans, except any ABR Loan made pursuant to subsection
3.4, $10,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the
then Aggregate Available U.S. Revolving Credit Commitments are less than
$10,000,000, such lesser amount) and (B) in the case of Eurodollar Loans,
$10,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of
any such notice from the U.S. Borrower, the General Administrative Agent shall
promptly notify each U.S. Lender and the Canadian Administrative Agent thereof.
Not later than 12:00 Noon, New York City time, on each requested Borrowing Date
each U.S. Lender shall make an amount equal to its Funding Commitment Percentage
of the principal amount of the U.S. Revolving Credit Loans requested to be made
on such Borrowing Date available to the General Administrative Agent at its
office specified in subsection 18.2 in U.S. Dollars and in immediately available
funds. Except as otherwise provided in subsection 2.5 or 3.4, the General
Administrative Agent shall on such date credit the account of the U.S. Borrower
on the books of such office with the aggregate of the amounts made available to
the General Administrative Agent by the U.S. Lenders and in like funds as
received by the General Administrative Agent.


<PAGE>   45
                                                                              38


              2.4  Termination or Reduction of U.S. Revolving Credit
Commitments. The U.S. Borrower shall have the right, upon not less than five
Business Days' notice to the General Administrative Agent, to terminate the U.S.
Revolving Credit Commitments or, from time to time, to reduce the amount of the
U.S. Revolving Credit Commitments; provided that no such termination or
reduction shall be permitted if, after giving effect thereto and to any
prepayments of the Loans made on the effective date thereof, the Available U.S.
Revolving Credit Commitment or Available Multicurrency Commitment of any U.S.
Lender, or the Available Canadian Revolving Credit Commitment of any Canadian
Lender, would not be greater than or equal to zero. Any such reduction shall be
in an amount equal to $2,500,000 or a whole multiple of $500,000 in excess
thereof and shall reduce permanently the U.S. Revolving Credit Commitments then
in effect.

              2.5  Borrowings of U.S. Revolving Credit Loans and Refunding of
Loans. (a) If on any Borrowing Date on which the Canadian Borrower has requested
the Canadian Lenders to make Canadian Revolving Credit Loans (the "Requested
Canadian Revolving Credit Loans") or to create Acceptances (the "Requested
Acceptances"), (i) the sum of (A) the principal amount of the Requested Canadian
Revolving Credit Loans to be made by any Canadian Lender and (B) the aggregate
undiscounted face amount of the Requested Acceptances to be created by such
Canadian Lender exceeds the Available Canadian Revolving Credit Commitment of
such Canadian Lender on such Borrowing Date (before giving effect to the making
and payment of any Loans required to be made pursuant to this subsection 2.5 on
such Borrowing Date) and (ii) the U.S. Dollar Equivalent of the amount of such
excess is less than or equal to the aggregate Available U.S. Revolving Credit
Commitments of all Non-Canadian Lenders (before giving effect to the making and
payment of any Loans pursuant to this subsection 2.5 on such Borrowing Date),
each Non-Canadian Lender shall make a U.S. Revolving Credit Loan to the U.S.
Borrower on such Borrowing Date, and the proceeds of such U.S. Revolving Credit
Loans shall be simultaneously applied to repay outstanding U.S. Revolving Credit
Loans, Multicurrency Loans and/or Alternate Currency Loans of the U.S. Common
Lenders (as directed by the U.S. Borrower) in each case in amounts such that,
after giving effect to (1) such borrowings and repayments and (2) the borrowing
from the Canadian Lenders of the Requested Canadian Revolving Credit Loans or
the creation by the Canadian Lenders of the Requested Acceptances, the Committed
Outstandings Percentage of each U.S. Lender will equal (as nearly as possible)
its U.S. Revolving Credit Commitment Percentage. To effect such borrowings and
repayments, (x) not later than 12:00 Noon, New York City time, on such Borrowing
Date, the proceeds of such U.S. Revolving Credit Loans shall be made available
by each Non-Canadian Lender to the General Administrative Agent at its office
specified in subsection 18.2 in U.S. Dollars and in immediately available funds
and the General Administrative Agent shall apply the proceeds of such U.S.
Revolving Credit Loans toward repayment of outstanding U.S. Revolving Credit
Loans, Multicurrency Loans and/or Alternate Currency Loans of the U.S. Common
Lenders (as directed by the U.S. Borrower) and (y) concurrently with the
repayment of such Loans on such Borrowing Date, (I) the Canadian Lenders shall,
in accordance with the applicable provisions hereof, make the Requested Canadian
Revolving Credit Loans (or create the Requested Acceptances) in an aggregate
amount equal to the amount so requested by the Canadian Borrower (but not in any
event greater than the Aggregate Available Canadian Revolving Credit Commitments
after giving effect to the making of such repayment of any


<PAGE>   46
                                                                              39



Loans on such Borrowing Date) and (II) the relevant Borrower shall pay to the
General Administrative Agent for the account of the Lenders whose Loans to such
Borrower are repaid on such Borrowing Date pursuant to this subsection 2.5 all
interest accrued on the amounts repaid to the date of repayment, together with
any amounts payable pursuant to subsection 10.11 in connection with such
repayment.

              (b)  If on any Borrowing Date on which a Borrower has requested
the Multicurrency Lenders to make Multicurrency Loans (the "Requested
Multicurrency Loans"), (i) the principal amount of the Requested Multicurrency
Loans to be made by any Multicurrency Lender exceeds the Available Multicurrency
Commitment of such Multicurrency Lender on such Borrowing Date (before giving
effect to the making and payment of any Loans required to be made pursuant to
this subsection 2.5 on such Borrowing Date) and (ii) the U.S. Dollar Equivalent
of the amount of such excess is less than or equal to the aggregate Available
U.S. Revolving Credit Commitments of all Non-Multicurrency Lenders (before
giving effect to the making and payment of any Loans pursuant to this subsection
2.5 on such Borrowing Date), each Non-Multicurrency Lender shall make a U.S.
Revolving Credit Loan to the U.S. Borrower on such Borrowing Date, and the
proceeds of such U.S. Revolving Credit Loans shall be simultaneously applied to
repay outstanding U.S. Revolving Credit Loans, Canadian Revolving Credit Loans,
Multicurrency Loans and/or Alternate Currency Loans of the Multicurrency Lenders
or their Counterpart Lenders (as directed by the U.S. Borrower) in each case in
amounts such that, after giving effect to (1) such borrowings and repayments and
(2) the borrowing from the Multicurrency Lenders of the Requested Multicurrency
Loans, the Committed Outstandings Percentage of each U.S. Lender will equal (as
nearly as possible) its U.S. Revolving Credit Commitment Percentage. To effect
such borrowings and repayments, (x) not later than 12:00 Noon, New York City
time, on such Borrowing Date, the proceeds of such U.S. Revolving Credit Loans
shall be made available by each Non-Multicurrency Lender to the General
Administrative Agent at its office specified in subsection 18.2 in U.S. Dollars
and in immediately available funds and the General Administrative Agent shall
apply the proceeds of such U.S. Revolving Credit Loans toward repayment of
outstanding U.S. Revolving Credit Loans, Canadian Revolving Credit Loans,
Multicurrency Loans and/or Alternate Currency Loans of the Multicurrency Lenders
or their Counterpart Lenders (as directed by the U.S. Borrower) and (y)
concurrently with the repayment of such Loans on such Borrowing Date, (I) the
Multicurrency Lenders shall, in accordance with the applicable provisions
hereof, make the Requested Multicurrency Loans in an aggregate amount equal to
the amount so requested by such Borrower (but not in any event greater than the
Aggregate Available Multicurrency Commitments after giving effect to the making
of such repayment of any Loans on such Borrowing Date) and (II) the relevant
Borrower shall pay to the General Administrative Agent for the account of the
Lenders whose Loans to such Borrower are repaid on such Borrowing Date pursuant
to this subsection 2.5 all interest accrued on the amounts repaid to the date of
repayment, together with any amounts payable pursuant to subsection 10.11 in
connection with such repayment.

              (c)  If on any Borrowing Date on which an Alternate Currency
Borrower has requested Alternate Currency Lenders to make Alternate Currency
Loans (the "Requested Alternate Currency Loans") under an Alternate Currency
Facility to which such Alternate


<PAGE>   47
                                                                              40


Currency Borrower and Alternate Currency Lenders are parties (i) the aggregate
principal amount of the Requested Alternate Currency Loans exceeds the aggregate
unused portions of the commitments of such Alternate Currency Lenders under such
Alternate Currency Facility on such Borrowing Date (before giving effect to the
making and payment of any U.S. Revolving Credit Loans required to be made
pursuant to this subsection 2.5 on such Borrowing Date), (ii) after giving
effect to the Requested Alternate Currency Loans, the U.S. Dollar Equivalent of
the aggregate outstanding principal amount of Alternate Currency Loans of such
Alternate Currency Borrower will be less than or equal to the aggregate
commitments of such Alternate Currency Lenders under such Alternate Currency
Facility and (iii) the U.S. Dollar Equivalent of the amount of the excess
described in clause (i) above is less than or equal to the Aggregate Available
U.S. Revolving Credit Commitments of all U.S. Lenders other than such Alternate
Currency Lenders (before giving effect to the making and payment of any U.S.
Revolving Credit Loans pursuant to this subsection 2.5 on such Borrowing Date),
each such other U.S. Lender shall make a U.S. Revolving Credit Loan to the U.S.
Borrower on such Borrowing Date, and the proceeds of such U.S. Revolving Credit
Loans shall be simultaneously applied to repay outstanding U.S. Revolving Credit
Loans, Canadian Revolving Credit Loans, Multicurrency Loans and/or Alternate
Currency Loans of such Alternate Currency Lenders or their Counterpart Lenders
(as directed by the U.S. Borrower) in each case in amounts such that, after
giving effect to (1) such borrowings and repayments and (2) the borrowing from
such Alternate Currency Lenders of the Requested Alternate Currency Loans, the
Committed Outstandings Percentage of each U.S. Lender will equal (as nearly as
possible) its U.S. Revolving Credit Commitment Percentage. To effect such
borrowings and repayments, (x) not later than 12:00 Noon, New York City time, on
such Borrowing Date, the proceeds of such U.S. Revolving Credit Loans shall be
made available by each such other Lender to the General Administrative Agent at
its office specified in subsection 18.2 in U.S. Dollars and in immediately
available funds and the General Administrative Agent shall apply the proceeds of
such U.S. Revolving Credit Loans toward repayment of outstanding U.S. Revolving
Credit Loans, Canadian Revolving Credit Loans, Multicurrency Loans and/or
Alternate Currency Loans of such Alternate Currency Lenders or their Counterpart
Lenders (as directed by the U.S. Borrower) and (y) concurrently with the
repayment of such Loans on such Borrowing Date, (I) such Alternate Currency
Lenders shall, in accordance with the provisions hereof, make the Requested
Alternate Currency Loans in an aggregate amount equal to the amount so requested
by such Alternate Currency Borrower and (II) the relevant Borrower shall pay to
the General Administrative Agent for the account of the Lenders whose Loans to
such Borrower are repaid on such Borrowing Date pursuant to this subsection 2.5
all interest accrued on the amounts repaid to the date of repayment, together
with any amounts payable pursuant to subsection 10.11 in connection with such
repayment.

              (d)  If on any date on which the U.S. Borrower has requested an
Issuing Lender to issue a Letter of Credit (the "Requested Letter of Credit";
the date on which such Requested Letter of Credit is to be issued, the "Issuance
Date"), (i) the Available U.S. Revolving Credit Commitment of any Lender (each
such Lender, a "Specified Lender") would be equal to or less than zero (after
giving effect to the issuance of such Requested Letter of Credit, but before
giving effect to the making and payment of any Loans required to be made
pursuant to this subsection 2.5 on such Issuance Date) and (ii) the U.S. Dollar
Equivalent of the aggregate amount by which the Available U.S. Revolving Credit
Commitments of all Specified Lenders


<PAGE>   48
                                                                              41



would be less than zero is less than or equal to the aggregate Available U.S.
Revolving Credit Commitments of all Lenders (before giving effect to the making
and payment of any Loans pursuant to this subsection 2.5 on such Issuance Date),
each Lender other than a Specified Lender shall make a U.S. Revolving Credit
Loan to the U.S. Borrower on such Issuance Date, and the proceeds of such U.S.
Revolving Credit Loans shall be simultaneously applied to repay outstanding U.S.
Revolving Credit Loans, Canadian Revolving Credit Loans, Multicurrency Loans
and/or Alternate Currency Loans of the Specified Lenders or their Counterpart
Lenders (as directed by the U.S. Borrower) in each case in amounts such that,
after giving effect to (1) such borrowings and repayments and (2) the issuance
of the Requested Letter of Credit, the Committed Outstandings Percentage of each
U.S. Lender will equal (as nearly as possible) its U.S. Revolving Credit
Commitment Percentage. To effect such borrowings, issuance and repayments, (x)
not later than 12:00 Noon, New York City time, on such Issuance Date, the
proceeds of such U.S. Revolving Credit Loans shall be made available by each
Lender other than a Specified Lender to the General Administrative Agent at its
office specified in subsection 18.2 in U.S. Dollars and in immediately available
funds and the General Administrative Agent shall apply the proceeds of such U.S.
Revolving Credit Loans toward repayment of outstanding U.S. Revolving Credit
Loans, Canadian Revolving Credit Loans, Multicurrency Loans and/or Alternate
Currency Loans of the Specified Lenders or their Counterpart Lenders (as
directed by the U.S. Borrower) and (y) concurrently with the repayment of such
Loans on such Issuance Date, (I) the relevant Issuing Lender shall, in
accordance with the applicable provisions hereof, issue the Requested Letter of
Credit and (II) the relevant Borrower shall pay to the General Administrative
Agent for the account of the Lenders whose Loans to such Borrower are repaid on
such Issuance Date pursuant to this subsection 2.5 all interest accrued on the
amounts repaid to the date of repayment, together with any amounts payable
pursuant to subsection 10.11 in connection with such repayment.

              (e)  If any borrowing of U.S. Revolving Credit Loans is required
pursuant to this subsection 2.5, the U.S. Borrower shall notify the General
Administrative Agent in the manner provided for U.S. Revolving Credit Loans in
subsection 2.3, except that the minimum borrowing amounts and threshold
multiples in excess thereof applicable to ABR Loans set forth in subsection 2.3
shall not be applicable to the extent that such minimum borrowing amounts exceed
the amounts of U.S. Revolving Credit Loans required to be made pursuant to this
subsection 2.5.

              SECTION 3.     AMOUNT AND TERMS OF SWING LINE COMMITMENTS

              3.1  Swing Line Commitments. Subject to the terms and conditions
hereof, each of the Swing Line Lenders agrees to make swing line loans
(individually, a "Swing Line Loan"; collectively, the "Swing Line Loans") in
U.S. Dollars to the U.S. Borrower from time to time during the Revolving Credit
Commitment Period in an aggregate principal amount at any one time outstanding
not to exceed the Swing Line Commitment, so long as after giving effect thereto
(i) the Available U.S. Revolving Credit Commitment of each U.S. Lender is
greater than or equal to zero and (ii) the Aggregate Total Outstandings of all
Lenders do not exceed the Aggregate U.S. Revolving Credit Commitments. Amounts
borrowed by the U.S. Borrower


<PAGE>   49
                                                                              42



under this Section 3 may be repaid and, during the Revolving Credit Commitment
Period, reborrowed.

              3.2  Procedure for Swing Line Borrowings; Interest Rate. (a) The
U.S. Borrower shall give the relevant Swing Line Lender (with a copy to the
General Administrative Agent) irrevocable notice (which notice must be received
by such Swing Line Lender prior to 12:00 P.M., New York City time on the
requested Borrowing Date) specifying the amount of the requested Swing Line
Loan, which shall be in an aggregate principal amount of not less than $100,000
or a whole multiple of $100,000 in excess thereof, the proposed Borrowing Date
and transfer instructions. The proceeds of the Swing Line Loan will be made
available by the relevant Swing Line Lender to the U.S. Borrower at the office
specified in the notice referred to above by crediting the account of the U.S.
Borrower at such office with such proceeds in U.S. Dollars.

              (b)  Unless otherwise agreed between the U.S. Borrower and the
relevant Swing Line Lender, each Swing Line Loan shall be an ABR Loan. Any such
ABR Loan may not be converted into a Eurodollar Loan. If, however, the U.S.
Borrower and a Swing Line Lender agree that a Swing Line Loan (a "Money Market
Rate Swing Line Loan") shall bear interest at a fixed interest rate (a "Money
Market Rate") for a fixed interest period of up to seven days, such Money Market
Rate Swing Line Loan shall bear interest for such interest period at such
interest rate so agreed upon. If a Money Market Rate Swing Line Loan is not
repaid on the last day of the interest period with respect thereto, it shall on
such date be converted automatically to an ABR Loan. A Money Market Rate Swing
Line Loan shall not be optionally prepayable prior to the last day of the
interest period with respect thereto except with the consent of the relevant
Swing Line Lender.

              3.3  Repayment of Swing Line Loans; Evidence of Debt. (a) The U.S.
Borrower hereby unconditionally promises to pay to each Swing Line Lender the
then unpaid principal amount of the Swing Line Loans on the Revolving Credit
Termination Date and on such other dates and in such other amounts as may be
required from time to time pursuant to this Agreement. The U.S. Borrower hereby
further agrees to pay interest to the relevant Swing Line Lender on the unpaid
principal amount of the Swing Line Loans made by such Swing Line Lender from
time to time outstanding until payment thereof in full at the rates per annum,
and on the dates, set forth in subsection 10.1. On each date of payment of
principal of a Swing Line Loan to a Swing Line Lender, the U.S. Borrower shall
provide written notice of such payment to the General Administrative Agent to be
received by the General Administrative Agent on the date of such payment.

              (b)  Each Swing Line Lender shall maintain in accordance with its
usual practice an account or accounts evidencing indebtedness of the U.S.
Borrower resulting from each Swing Line Loan made by it from time to time,
including the amounts of principal and interest payable thereon and paid from
time to time under this Agreement.

              (c)  The General Administrative Agent (together with the Canadian
Administrative Agent) shall maintain the Register pursuant to subsection
18.6(d), and a subaccount therein for the Swing Line Lenders, in which shall be
recorded (i) the date and


<PAGE>   50
                                                                              43



amount of each Swing Line Loan made hereunder, (ii) the amount of each U.S.
Lender's participating interest in such Swing Line Loans, (iii) the date and
amount of any principal or interest due and payable or to become due and payable
from the U.S. Borrower hereunder in respect of the Swing Line Loans and (iv)
both the date and amount of any sum received by the General Administrative Agent
hereunder from the U.S. Borrower in respect of the Swing Line Loans, each U.S.
Lender's participating interest therein (if any) and the amount thereof payable
to each Swing Line Lender.

              (d)  The entries made in the Register and the accounts of the
Swing Line Lenders maintained pursuant to this subsection 3.3 shall, to the
extent permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the U.S. Borrower therein recorded; provided,
however, that the failure of any Swing Line Lender or the Administrative Agents
to maintain the Register or any such account, or any error therein, shall not in
any manner affect the obligation of the U.S. Borrower to repay (with applicable
interest) the Swing Line Loans made to the U.S. Borrower by such Swing Line
Lender in accordance with the terms of this Agreement.

              3.4  Refunding of Swing Line Borrowings. Each Swing Line Lender,
at any time in its sole and absolute discretion may, on behalf of the U.S.
Borrower (which hereby irrevocably directs and authorizes each Swing Line Lender
to act on its behalf), direct the General Administrative Agent to request each
U.S. Lender, including Chase and BofA, to make a U.S. Revolving Credit Loan
(which shall be an ABR Loan) in an amount equal to such U.S. Lender's Funding
Commitment Percentage of the principal amount of the Swing Line Loans (the
"Refunded Swing Line Loans") outstanding on the date such notice is given;
provided that the provisions of this subsection shall not affect the U.S.
Borrower's obligations to repay Swing Line Loans in accordance with the
provisions of subsections 3.3 and 10.4(d) and (g). Unless the U.S. Revolving
Credit Commitments shall have expired or terminated (in which event the
procedures of subsection 3.5 shall apply), each U.S. Lender will make the
proceeds of the U.S. Revolving Credit Loan made by it pursuant to the
immediately preceding sentence available to the General Administrative Agent at
the office of the General Administrative Agent specified in subsection 18.2
prior to 12:00 Noon, New York City time, in funds immediately available on the
Business Day next succeeding the date such notice is given. The proceeds of such
U.S. Revolving Credit Loans shall be immediately made available by the General
Administrative Agent to the relevant Swing Line Lender for application to the
payment in full of the Refunded Swing Line Loans. Upon any request by any Swing
Line Lender to the U.S. Lenders pursuant to this subsection 3.4, the General
Administrative Agent shall promptly give notice to the U.S. Borrower of such
request.

              3.5  Participating Interests. (a) If the U.S. Revolving Credit
Commitments shall expire or terminate at any time while Swing Line Loans are
outstanding, at the request of any Swing Line Lender in its sole discretion,
either (i) each U.S. Lender (including Chase and BofA) shall, notwithstanding
the expiration or termination of the U.S. Revolving Credit Commitments, make a
U.S. Revolving Credit Loan (which shall be an ABR Loan) or (ii) each U.S. Lender
(other than Chase and BofA) shall purchase an undivided participating interest
in the Swing Line Loans of such Swing Line Lender, in either case in an amount
equal to such U.S.



<PAGE>   51
                                                                              44



Lender's Funding Commitment Percentage (determined on the date of, and
immediately prior to, expiration or termination of the U.S. Revolving Credit
Commitments) of the aggregate principal amount of such Swing Line Loans. Each
U.S. Lender will make the proceeds of any U.S. Revolving Credit Loan made by it
pursuant to the immediately preceding sentence available to the General
Administrative Agent for the account of the requesting Swing Line Lender at the
office of the General Administrative Agent specified in subsection 18.2 prior to
12:00 Noon, New York City time, in funds immediately available on the Business
Day next succeeding the date of the request by such Swing Line Lender. The
proceeds of such U.S. Revolving Credit Loans shall be immediately applied to
repay the Swing Line Loans outstanding on the date of termination or expiration
of the U.S. Revolving Credit Commitments. In the event that any of the U.S.
Lenders purchase undivided participating interests pursuant to the first
sentence of this subsection 3.5(a), each U.S. Lender shall immediately transfer
to the requesting Swing Line Lender, in immediately available funds, the amount
of its participation in the Swing Line Loans of such Swing Line Lender and upon
receipt thereof such Swing Line Lender will deliver to any such U.S. Lender that
so requests a confirmation of such U.S. Lender's undivided participating
interest in the Swing Line Loans of such Swing Line Lender dated the date of
receipt of such funds and in such amount.

              (b)  Whenever, at any time after any Swing Line Lender has
received payment from any U.S. Lender in respect of such U.S. Lender's
participating interest in a Swing Line Loan of such Swing Line Lender, such
Swing Line Lender receives any payment on account thereof, such Swing Line
Lender will distribute to such U.S. Lender its participating interest in such
amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such U.S. Lender's participating interest was
outstanding and funded); provided, however, that in the event that any such
payment received by any Swing Line Lender is required to be returned, such U.S.
Lender will return to such Swing Line Lender any portion thereof previously
distributed by such Swing Line Lender to it.

              SECTION 4.     AMOUNT AND TERMS OF CAF ADVANCES

              4.1  CAF Advances. Subject to the terms and conditions of this
Agreement, the U.S. Borrower may borrow CAF Advances in U.S. Dollars from time
to time on any Business Day during the CAF Advance Availability Period. CAF
Advances may be borrowed in amounts such that the Aggregate Total Outstandings
of all Lenders at any time shall not exceed the Aggregate U.S. Revolving Credit
Commitments at such time. Within the limits and on the conditions hereinafter
set forth with respect to CAF Advances, the U.S. Borrower from time to time may
borrow, repay and reborrow CAF Advances.

              4.2  Procedure for CAF Advance Borrowing. (a) The U.S. Borrower
shall request CAF Advances by delivering a CAF Advance Request to the General
Administrative Agent, not later than 12:00 Noon, New York City time, four
Business Days prior to the proposed Borrowing Date (in the case of a LIBO Rate
CAF Advance Request), and not later than 10:00 A.M., New York City time one
Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate
CAF Advance Request). Each CAF Advance Request in respect of any Borrowing Date
may solicit bids for CAF Advances on such Borrowing Date in an aggregate


<PAGE>   52
                                                                              45



principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof and having not more than five alternative CAF Advance Maturity Dates.
The CAF Advance Maturity Date for each CAF Advance shall be the date set forth
therefor in the relevant CAF Advance Request, which date shall be (i) not less
than 7 days nor more than 360 days after the Borrowing Date therefor, in the
case of a Fixed Rate CAF Advance, (ii) one, two, three, six, nine or twelve
months after the Borrowing Date therefor, in the case of a LIBO CAF Advance and
(iii) not later than the Revolving Credit Termination Date, in the case of any
CAF Advance. The General Administrative Agent shall notify each Lender promptly
by facsimile transmission of the contents of each CAF Advance Request received
by the General Administrative Agent.

              (b)  In the case of a LIBO Rate CAF Advance Request, upon receipt
of notice from the General Administrative Agent of the contents of such CAF
Advance Request, each Lender may elect, in its sole discretion, to offer
irrevocably to make one or more CAF Advances at the applicable LIBO Rate plus
(or minus) a margin determined by such Lender in its sole discretion for each
such CAF Advance. Any such irrevocable offer shall be made by delivering a CAF
Advance Offer to the General Administrative Agent, before 10:30 A.M., New York
City time, on the day that is three Business Days before the proposed Borrowing
Date, setting forth:

              (i)  the maximum amount of CAF Advances for each CAF Advance
       Maturity Date and the aggregate maximum amount of CAF Advances for all
       CAF Advance Maturity Dates which such Lender would be willing to make
       (which amounts may, subject to subsection 4.1, exceed such Lender's U.S.
       Revolving Credit Commitment); and

              (ii) the margin above or below the applicable LIBO Rate at which
       such Lender is willing to make each such CAF Advance.

The General Administrative Agent shall advise the U.S. Borrower before 11:00
A.M., New York City time, on the date which is three Business Days before the
proposed Borrowing Date of the contents of each such CAF Advance Offer received
by it. If the General Administrative Agent, in its capacity as a Lender, shall
elect, in its sole discretion, to make any such CAF Advance Offer, it shall
advise the U.S. Borrower of the contents of its CAF Advance Offer before 10:15
A.M., New York City time, on the date which is three Business Days before the
proposed Borrowing Date.

              (c)  In the case of a Fixed Rate CAF Advance Request, upon receipt
of notice from the General Administrative Agent of the contents of such CAF
Advance Request, each Lender may elect, in its sole discretion, to offer
irrevocably to make one or more CAF Advances at a rate of interest determined by
such Lender in its sole discretion for each such CAF Advance. Any such
irrevocable offer shall be made by delivering a CAF Advance Offer to the General
Administrative Agent before 9:30 A.M., New York City time, on the proposed
Borrowing Date, setting forth:

              (i)  the maximum amount of CAF Advances for each CAF Advance
       Maturity Date, and the aggregate maximum amount of CAF Advances for all
       CAF Advance Maturity Dates, which such Lender would be willing to make
       (which amounts may,



<PAGE>   53
                                                                              46


       subject to subsection 4.1, exceed such Lender's U.S. Revolving Credit
       Commitment); and

              (ii)  the rate of interest at which such Lender is willing to make
       each such CAF Advance.

The General Administrative Agent shall advise the U.S. Borrower before 10:00
A.M., New York City time, on the proposed Borrowing Date of the contents of each
such CAF Advance Offer received by it. If the General Administrative Agent, in
its capacity as a Lender, shall elect, in its sole discretion, to make any such
CAF Advance Offer, it shall advise the U.S. Borrower of the contents of its CAF
Advance Offer before 9:15 A.M., New York City time, on the proposed Borrowing
Date.

              (d)   Before 11:30 A.M., New York City time, three Business Days
before the proposed Borrowing Date (in the case of CAF Advances requested by a
LIBO Rate CAF Advance Request) and before 10:30 A.M., New York City time, on the
proposed Borrowing Date (in the case of CAF Advances requested by a Fixed Rate
CAF Advance Request), the U.S. Borrower, in its absolute discretion, shall:

              (i)   cancel such CAF Advance Request by giving the General
       Administrative Agent telephone notice to that effect, or

              (ii)  by giving telephone notice to the General Administrative
       Agent (immediately confirmed by delivery to the General Administrative
       Agent of a CAF Advance Confirmation by facsimile transmission) (A)
       subject to the provisions of subsection 4.2(e), accept one or more of the
       offers made by any Lender or Lenders pursuant to subsection 4.2(b) or
       subsection 4.2(c), as the case may be, and (B) reject any remaining
       offers made by Lenders pursuant to subsection 4.2(b) or subsection
       4.2(c), as the case may be.

              (e)   The U.S. Borrower's acceptance of CAF Advances in response
to any CAF Advance Offers shall be subject to the following limitations:

              (i)   the amount of CAF Advances accepted for each CAF Advance
       Maturity Date specified by any Lender in its CAF Advance Offer shall not
       exceed the maximum amount for such CAF Advance Maturity Date specified in
       such CAF Advance Offer;

              (ii)  the aggregate amount of CAF Advances accepted for all CAF
       Advance Maturity Dates specified by any Lender in its CAF Advance Offer
       shall not exceed the aggregate maximum amount specified in such CAF
       Advance Offer for all such CAF Advance Maturity Dates;

              (iii) the U.S. Borrower may not accept offers for CAF Advances for
       any CAF Advance Maturity Date in an aggregate principal amount in excess
       of the maximum principal amount requested in the related CAF Advance
       Request; and


<PAGE>   54
                                                                              47


              (iv) if the U.S. Borrower accepts any of such offers, it must
       accept offers based solely upon pricing for each relevant CAF Advance
       Maturity Date and upon no other criteria whatsoever, and if two or more
       Lenders submit offers for any CAF Advance Maturity Date at identical
       pricing and the U.S. Borrower accepts any of such offers but does not
       wish to (or, by reason of the limitations set forth in subsection 4.1,
       cannot) borrow the total amount offered by such Lenders with such
       identical pricing, the U.S. Borrower shall accept offers from all of such
       Lenders in amounts allocated among them pro rata according to the amounts
       offered by such Lenders (with appropriate rounding, in the sole
       discretion of the U.S. Borrower, to assure that each accepted CAF Advance
       is an integral multiple of $1,000,000); provided that if the number of
       Lenders that submit offers for any CAF Advance Maturity Date at identical
       pricing is such that, after the U.S. Borrower accepts such offers pro
       rata in accordance with the foregoing provisions of this paragraph, the
       CAF Advance to be made by any such Lender would be less than $5,000,000
       principal amount, the number of such Lenders shall be reduced by the
       General Administrative Agent by lot until the CAF Advances to be made by
       each such remaining Lender would be in a principal amount of $5,000,000
       or an integral multiple of $1,000,000 in excess thereof.

              (f)  If the U.S. Borrower notifies the General Administrative
Agent that a CAF Advance Request is cancelled pursuant to subsection 4.2(d)(i),
the General Administrative Agent shall give prompt telephone notice thereof to
the Lenders. If the U.S. Borrower fails to notify the General Administrative
Agent of its cancellation or acceptance of CAF Advance Offers by the times
specified in subsection 4.2(d), the corresponding CAF Advance Request shall be
deemed cancelled.

              (g)  If the U.S. Borrower accepts pursuant to subsection
4.2(d)(ii) one or more of the offers made by any Lender or Lenders, the General
Administrative Agent promptly shall notify each Lender which has made such an
offer of (i) the aggregate amount of such CAF Advances to be made on the
applicable Borrowing Date for each CAF Advance Maturity Date and (ii) the
acceptance or rejection of any offers to make such CAF Advances made by such
Lender. Before 12:00 Noon, New York City time, on the Borrowing Date specified
in the applicable CAF Advance Request, each Lender whose CAF Advance Offer has
been accepted shall make available to the General Administrative Agent at its
office set forth in subsection 18.2 the amount of CAF Advances to be made by
such Lender, in immediately available funds. The General Administrative Agent
will make such funds available to the U.S. Borrower as soon as practicable on
such date at such office of the General Administrative Agent. As soon as
practicable after each Borrowing Date, the General Administrative Agent shall
notify each Lender of the aggregate amount of CAF Advances advanced on such
Borrowing Date and the respective CAF Advance Maturity Dates thereof.

              4.3  CAF Advance Payments. (a) The U.S. Borrower shall pay to the
General Administrative Agent, for the account of each Lender which has made a
CAF Advance, on the applicable CAF Advance Maturity Date the then unpaid
principal amount of such CAF Advance. The U.S. Borrower shall not have the right
to prepay any principal amount of any CAF Advance without the consent of the
Lender to which such CAF Advance is owed.


<PAGE>   55
                                                                              48


              (b)  The U.S. Borrower shall pay interest on the unpaid principal
amount of each CAF Advance from the Borrowing Date to the applicable CAF Advance
Maturity Date at the rate of interest specified in the CAF Advance Offer
accepted by the U.S. Borrower in connection with such CAF Advance (calculated on
the basis of a 360-day year for actual days elapsed), payable on each applicable
CAF Advance Interest Payment Date.

              (c)  If any principal of, or interest on, any CAF Advance shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such CAF Advance shall, without limiting any rights of any Lender
under this Agreement, bear interest from the date on which such payment was due
at a rate per annum which is 2% above the rate which would otherwise be
applicable to such CAF Advance until the stated CAF Advance Maturity Date of
such CAF Advance, and for each day thereafter at a rate per annum which is 2%
above the ABR, in each case until paid in full (as well after as before
judgment). Interest accruing pursuant to this paragraph (c) shall be payable
from time to time on demand.

              4.4  Evidence of Debt. (a) The U.S. Borrower unconditionally
promises to pay to the General Administrative Agent, for the account of each
Lender that makes a CAF Advance, on the CAF Advance Maturity Date with respect
thereto, the principal amount of such CAF Advance. The U.S. Borrower further
unconditionally promises to pay interest on each such CAF Advance for the period
from and including the Borrowing Date of such CAF Advance on the unpaid
principal amount thereof from time to time outstanding at the applicable rate
per annum determined as provided in, and payable as specified in, subsection
4.3(b).

              (b)  Each Lender shall maintain in accordance with its usual
practice appropriate records evidencing indebtedness of the U.S. Borrower to
such Lender resulting from each CAF Advance of such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time in respect of such CAF Advance.

              (c)  The General Administrative Agent shall maintain the Register
pursuant to subsection 18.6(d), and a subaccount therein for each Lender, in
which shall be recorded (i) the date and amount of each CAF Advance made by such
Lender, the CAF Advance Maturity Date thereof, the interest rate applicable
thereto and each CAF Advance Interest Payment Date applicable thereto, and (ii)
the date and amount of any sum received by the General Administrative Agent
hereunder from the U.S. Borrower on account of such CAF Advance.

              (d)  The entries made in the Register and the records of each
Lender maintained pursuant to this subsection 4.4 shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the U.S. Borrower therein recorded; provided, however, that the
failure of any Lender or the General Administrative Agent to maintain the
Register or any such record, or any error therein, shall not in any manner
affect the obligation of the U.S. Borrower to repay (with applicable interest)
the CAF Advances made by such Lender in accordance with the terms of this
Agreement.

              4.5  Certain Restrictions. A CAF Advance Request may request
offers for CAF Advances to be made on not more than one Borrowing Date and to
mature on not more

<PAGE>   56
                                                                              49



than five CAF Advance Maturity Dates. No CAF Advance Request may be submitted
earlier than five Business Days after submission of any other CAF Advance
Request.

              Section 5.     AMOUNT AND TERMS OF THE CANADIAN COMMITMENTS

              5.1  Canadian Revolving Credit Commitments. Subject to the terms
and conditions hereof, each Canadian Lender severally agrees to make revolving
credit loans (each, a "Canadian Revolving Credit Loan") to the Canadian Borrower
in Canadian Dollars or in U.S. Dollars from time to time during the Revolving
Credit Commitment Period so long as after giving effect thereto (i) the
Available Canadian Revolving Credit Commitment of each Canadian Lender is
greater than or equal to zero , (ii) the aggregate outstanding principal amount
of Canadian Revolving Credit Loans does not exceed an amount of which the U.S.
Dollar Equivalent is $100,000,000 and (iii) the Aggregate Total Outstandings of
all Lenders do not exceed the Aggregate U.S. Revolving Credit Commitments.
During the Revolving Credit Commitment Period, the Canadian Borrower may use the
Canadian Revolving Credit Commitments by borrowing, repaying the Canadian
Revolving Credit Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof. The Canadian Revolving Credit Loans
denominated in Canadian Dollars shall be Prime Rate Loans, and the Canadian
Revolving Credit Loans denominated in U.S. Dollars shall be Canadian Base Rate
Loans.

              5.2  Repayment of Canadian Revolving Credit Loans; Evidence of
Debt. (a) The Canadian Borrower hereby unconditionally promises to pay to the
Canadian Administrative Agent for the account of each Canadian Lender the then
unpaid principal amount of each Canadian Revolving Credit Loan of such Canadian
Lender (whether made before or after the termination or expiration of the
Canadian Revolving Credit Commitments) on the Revolving Credit Termination Date
and on such other date(s) and in such other amounts as may be required from time
to time pursuant to this Agreement. The Canadian Borrower hereby further agrees
to pay interest on the unpaid principal amount of the Canadian Revolving Credit
Loans from time to time outstanding until payment thereof in full at the rates
per annum, and on the dates, set forth in subsection 10.1.

              (b)  Each Canadian Lender shall maintain in accordance with its
usual practice an account or accounts evidencing indebtedness of the Canadian
Borrower to such Canadian Lender resulting from each Canadian Revolving Credit
Loan of such Canadian Lender from time to time, including the amounts of
principal and interest payable thereon and paid to such Canadian Lender from
time to time under this Agreement.

              (c)  The Canadian Administrative Agent (together with the General
Administrative Agent) shall maintain the Register pursuant to subsection
18.6(d), and a subaccount therein for each Canadian Lender, in which shall be
recorded (i) the date and amount of each Canadian Revolving Credit Loan made
hereunder, (ii) the date and amount of any principal or interest due and payable
or to become due and payable from the Canadian Borrower to each Canadian Lender
hereunder in respect of the Canadian Revolving Credit Loans and (iii) both the
date and amount of any sum received by the Canadian Administrative Agent
hereunder



<PAGE>   57
                                                                              50



from the Canadian Borrower in respect of the Canadian Revolving Credit Loans and
each Canadian Lender's share thereof.

              (d)  The entries made in the Register and the accounts of each
Canadian Lender maintained pursuant to subsection 5.2(b) shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the Canadian Borrower therein recorded; provided,
however, that the failure of any Canadian Lender or the General Administrative
Agents to maintain the Register or any such account, or any error therein, shall
not in any manner affect the obligation of the Canadian Borrower to repay (with
applicable interest) the Canadian Revolving Credit Loans made to the Canadian
Borrower by such Canadian Lender in accordance with the terms of this Agreement.

              (e)  The Canadian Borrower agrees that, upon the request to the
Canadian Administrative Agent by any Canadian Lender, it will execute and
deliver to such Canadian Lender a promissory note of the Canadian Borrower
evidencing the Canadian Revolving Credit Loans of such Canadian Lender,
substantially in the form of Exhibit B with appropriate insertions as to date
and principal amount (each, a "Canadian Revolving Credit Note"); provided, that
the delivery of such Canadian Revolving Credit Notes shall not be a condition
precedent to the Closing Date.

              5.3  Procedure for Canadian Revolving Credit Borrowing. The
Canadian Borrower may borrow under the Canadian Revolving Credit Commitments
during the Revolving Credit Commitment Period on any Business Day, provided that
the Canadian Borrower shall give the Canadian Administrative Agent irrevocable
notice (which notice must be received by the Canadian Administrative Agent prior
to 12:00 Noon, Toronto time, at least one Business Day prior to the requested
Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested
Borrowing Date. Each borrowing in Canadian Dollars under the Canadian Revolving
Credit Commitments shall be in an amount equal to C$5,000,000 or a whole
multiple of C$1,000,000 in excess thereof, and each borrowing in U.S. Dollars
under the Canadian Revolving Credit Commitments shall be in an amount equal to
$5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in each
case, if the then Aggregate Available Canadian Revolving Credit Commitments are
less than C$5,000,000 or $5,000,000, as the case may be, such lesser amount).
Upon receipt of any such notice from the Canadian Borrower, the Canadian
Administrative Agent shall promptly notify the General Administrative Agent and
each Canadian Lender thereof. Not later than 12:00 Noon, Toronto time, on each
requested Borrowing Date each Canadian Lender shall make an amount equal to its
Canadian Revolving Credit Commitment Percentage of the principal amount of
Canadian Revolving Credit Loans requested to be made on such Borrowing Date
available to the Canadian Administrative Agent at its office specified in
subsection 18.2 in Canadian Dollars or U.S. Dollars, as the case may be, and in
immediately available funds. The Canadian Administrative Agent shall on such
date credit the account of the Canadian Borrower on the books of such office
with the aggregate of the amounts made available to the Canadian Administrative
Agent by the Canadian Lenders and in like funds as received by the Canadian
Administrative Agent.


<PAGE>   58
                                                                              51


              5.4  Termination or Reduction of Canadian Revolving Credit
Commitments. The U.S. Borrower shall have the right, upon not less than three
Business Days' notice to the Canadian Administrative Agent, to terminate the
Canadian Revolving Credit Commitments or, from time to time, to reduce the
amount of the Canadian Revolving Credit Commitments; provided that no such
termination or reduction shall be permitted (i) unless the U.S. Borrower elects
to terminate or reduce the U.S. Revolving Credit Commitments of the U.S. Common
Lenders by an amount equal to the U.S. Dollar Equivalent of the aggregate
Canadian Revolving Credit Commitments of all Canadian Lenders being reduced or
terminated or (ii) if, after giving effect thereto and to any prepayments of the
Loans made on the effective date thereof, the Available Canadian Revolving
Credit Commitment of any Canadian Lender would be less than zero. Any such
reduction shall be in an amount equal to C$5,000,000 or a whole multiple of
C$1,000,000 in excess thereof and shall reduce permanently the Canadian
Revolving Credit Commitments then in effect.

             SECTION 6.      AMOUNT AND TERMS OF CANADIAN ACCEPTANCE FACILITY

              6.1  Acceptance Commitments. (a) Subject to the terms and
conditions hereof, each Canadian Lender severally agrees to create Acceptances
for the Canadian Borrower on any Business Day during the Revolving Credit
Commitment Period by accepting Drafts drawn by the Canadian Borrower so long as
after giving effect to such acceptance, (i) the Available Canadian Revolving
Credit Commitment of such Canadian Lender would be greater than or equal to zero
and (ii) the Aggregate Total Outstandings of all Lenders do not exceed the
Aggregate U.S. Revolving Credit Commitments.

              (b)  The Canadian Borrower may utilize the Canadian Revolving
Credit Commitments in the manner contemplated by this Section 6 by authorizing
each Canadian Lender in the manner provided for in subsection 6.2(b) to draw
Drafts on such Canadian Lender and having such Drafts accepted pursuant to
subsection 6.2, paying its obligations with respect thereto pursuant to
subsection 6.5, and again, from time to time, authorizing Drafts to be drawn on
the Canadian Lenders and having them presented for acceptance, all in accordance
with the terms and conditions of this Section 6.

              (c)  For the purposes of this Agreement, all Acceptances shall be
considered a utilization of the Canadian Revolving Credit Commitments in an
amount equal to the undiscounted face amount of such Acceptance.

              6.2  Creation of Acceptances. (a) The Canadian Borrower may
request the creation of Acceptances hereunder by submitting to the Canadian
Administrative Agent at its office specified in subsection 18.2 prior to 11:00
A.M., Toronto time, two Business Days prior to the requested Borrowing Date, (i)
a request for acceptances (each, a "Request for Acceptances") completed in a
manner and in form and substance reasonably satisfactory to the Canadian
Administrative Agent and specifying, among other things, the Borrowing Date,
maturity and face amount of the Drafts to be accepted and discounted, (ii) to
the extent not theretofore supplied to each Canadian Lender, a sufficient number
of Drafts to be drawn on the Canadian Lenders, to be appropriately completed in
accordance with subsection 6.2(d) and (iii) such other certificates,


<PAGE>   59
                                                                              52



documents and other papers and information as the Canadian Administrative Agent
may reasonably request. Upon receipt of any such Request for Acceptances, the
Canadian Administrative Agent shall promptly notify each Canadian Lender and the
General Administrative Agent of its receipt thereof.

              (b)  The Canadian Borrower hereby agrees that it shall deliver to
the Canadian Administrative Agent on or prior to the Closing Date, Powers of
Attorney substantially in the form annexed hereto as Exhibit D (the "Powers of
Attorney") authorizing each Canadian Lender to draw Drafts on such Canadian
Lender on behalf of the Canadian Borrower and to complete such Drafts in
accordance with the Requests for Acceptances submitted from time to time
pursuant to subsection 6.2(a).

              (c)  Each Request for Acceptances made by or on behalf of the
Canadian Borrower hereunder shall contain a request for Acceptances denominated
in Canadian Dollars and having an aggregate undiscounted face amount equal to
C$5,000,000 or a whole multiple of C$1,000,000 in excess thereof. Each
Acceptance shall be dated the Borrowing Date specified in the Request for
Acceptances with respect thereto and shall be stated to mature on a Business Day
which is not less than 30 days and not more than 180 days after the date thereof
(and, in any event, prior to the Revolving Credit Termination Date).

              (d)  Not later than 12:00 Noon, Toronto time, on the Borrowing
Date specified in the relevant Request for Acceptances, and upon fulfillment of
the applicable conditions set forth in subsection 12.2, each Canadian Lender
will, in accordance with such Request for Acceptances, (i) sign each Draft on
behalf of the Canadian Borrower pursuant to the Power of Attorney, (ii) complete
the date, amount and maturity of each Draft to be accepted, (iii) accept such
Drafts and give notice to the Canadian Administrative Agent of such acceptance
and (iv) upon such acceptance, purchase such Acceptances to the extent
contemplated by subsection 6.3. Alternatively, at the request of the Canadian
Administrative Agent, the Canadian Borrower shall deliver to the Canadian
Administrative Agent a "depository note" which complies with the requirements of
the Depository Bills and Notes Act (Canada), and consents to the deposit of any
such depository note in the book-based debt clearance system maintained by the
Canadian Depository of Securities. In such circumstances, the delivery of
Acceptances shall be governed by the clearance procedures established
thereunder.

              6.3  Discount of Acceptances. (a) Each Canadian Lender hereby
severally agrees, on the terms and subject to the conditions set forth in this
Agreement, to purchase Acceptances created by it on the Borrowing Date with
respect thereto at the applicable Reference Discount Rate by making available to
the Canadian Borrower an amount in immediately available funds equal to the
Acceptance Purchase Price in respect thereof, and to notify the Canadian
Administrative Agent that such Draft has been accepted, discounted and purchased
by such accepting Canadian Lender.

              (b)  In the event that the Canadian Borrower has made a Request
for Acceptances, then (i) prior to 11:00 A.M., Toronto time, on the Borrowing
Date with respect thereto, the Canadian Administrative Agent will notify the
General Administrative Agent, the Canadian Borrower and the Canadian Lenders of
the applicable Reference Discount Rate for


<PAGE>   60
                                                                              53



such Acceptances and the corresponding Acceptance Purchase Price and (ii) each
Canadian Lender shall make the Acceptance Purchase Price for such Acceptances
discounted by it available to the Canadian Administrative Agent, for the account
of the Canadian Borrower, at the office of the Canadian Administrative Agent
specified in subsection 18.2 prior to 12:00 Noon, Toronto time, on the Borrowing
Date, in Canadian Dollars and in funds immediately available to the Canadian
Administrative Agent. Such borrowing will then be made available to the Canadian
Borrower by the Canadian Administrative Agent crediting the account of the
Canadian Borrower on the books of such office with the aggregate of the amounts
made available to the Canadian Administrative Agent by the Canadian Lenders and
in like funds as received by the Canadian Administrative Agent.

              (c)   Acceptances purchased by any Canadian Lender may be held by
it for its own account until maturity or sold by it at any time prior thereto in
the relevant market therefor in Canada in such Canadian Lender's sole
discretion. The doctrine of merger shall not apply with respect to any
Acceptance held by a Lender at maturity.

              6.4   Stamping Fees. On the Borrowing Date with respect to each
Acceptance, the Canadian Borrower shall pay to the Canadian Administrative
Agent, for the account of the Canadian Lenders, a stamping fee at a rate per
annum equal to the Applicable Margin in effect on such Borrowing Date for
Eurodollar Loans, computed for the period from and including the Borrowing Date
with respect to such Acceptance to but not including the maturity of such
Acceptance, on the basis of a 365-day year, of the undiscounted face amount of
such Acceptance.

              6.5   Acceptance Reimbursement Obligations. (a) The Canadian
Borrower hereby unconditionally agrees to pay to the Canadian Administrative
Agent for the account of each Canadian Lender, on the maturity date (whether at
stated maturity, by acceleration or otherwise) for each Acceptance created by
such Canadian Lender for the account of the Canadian Borrower, the aggregate
undiscounted face amount of each such then-maturing Acceptance.

              (b)   The obligation of the Canadian Borrower to reimburse the
Canadian Lenders for then-maturing Acceptances may be satisfied by the Canadian
Borrower by:

              (i)   paying to the Canadian Administrative Agent, for the account
       of the Canadian Lenders, an amount in Canadian Dollars and in immediately
       available funds equal to the aggregate undiscounted face amount of all
       Acceptances created for the account of the Canadian Borrower hereunder
       which are then maturing by 12:00 Noon, Toronto time, on such maturity
       date; provided that the Canadian Borrower shall have given not less than
       one Business Day's prior notice to the Canadian Administrative Agent
       (which shall promptly notify each Canadian Lender thereof) of its intent
       to reimburse the Canadian Lenders in the manner contemplated by this
       clause (i);

              (ii)  having new Drafts accepted and discounted by the Canadian
       Lenders in the manner contemplated by subsections 6.2 and 6.3 in
       substitution for the then-maturing Acceptances; provided that (A) the
       Canadian Borrower shall have delivered to the



<PAGE>   61
                                                                              54


       Canadian Administrative Agent (which shall promptly provide a copy
       thereof to each Canadian Lender) a duly completed Request for Acceptances
       not later than 2:00 P.M., Toronto time, one Business Day prior to such
       maturity date, together with the documents, instruments, certificates and
       other papers and information contemplated by subsections 6.2(a)(ii) and
       6.2(a)(iii), (B) if any Default or Event of Default has occurred and is
       then continuing, the Request for Acceptances shall be deemed to be a
       request for a Canadian Revolving Credit Loan in an amount equal to the
       undiscounted face amount of the Acceptances requested, (C) each Canadian
       Lender shall retain the Acceptance Purchase Price for the Acceptance
       created by it and apply such Acceptance Purchase Price to the Acceptance
       Reimbursement Obligations of the Canadian Borrower in respect of the
       maturing Acceptance created by such Canadian Lender, (D) if the
       Acceptance Purchase Price so retained by such Canadian Lender is less
       than the undiscounted face amount of the then-maturing Acceptance, the
       Canadian Borrower shall have made arrangements reasonably satisfactory to
       such Canadian Lender for payment of such deficiency and (E) if the
       Acceptance Purchase Price so retained by the Canadian Lender is greater
       than the undiscounted face amount of the then-maturing Acceptance, the
       Canadian Lender shall make such excess available to the Canadian
       Administrative Agent, which in turn shall make such excess available to
       the Canadian Borrower, all in accordance with subsection 6.3(b); or

              (iii) to the extent that the Canadian Borrower has not given to
       the Canadian Administrative Agent a notice contemplated by clause (i) or
       (ii) above, then the Canadian Borrower shall be deemed to have requested
       a borrowing pursuant to subsection 5.1 of Canadian Revolving Credit Loans
       in an aggregate principal amount equal to the undiscounted face amount of
       such then-maturing Acceptance. The Borrowing Date with respect to such
       borrowing shall be the maturity date for such Acceptance. Except to the
       extent that any of the events contemplated by paragraph (i) of Section 16
       with respect to the Canadian Borrower has occurred and is then
       continuing, each Canadian Lender shall be obligated to make the Canadian
       Revolving Credit Loan contemplated by this subsection 6.5(b)(iii)
       regardless of whether the conditions precedent to borrowing set forth in
       this Agreement are then satisfied. The proceeds of any Canadian Revolving
       Credit Loans made pursuant to this subsection 6.5(b)(iii) shall be
       retained by the Canadian Lenders and applied by them to the Acceptance
       Reimbursement Obligations of the Canadian Borrower in respect of the
       then-maturing Acceptance.

              (c)  The unpaid amount of any such Acceptance Reimbursement
Obligations shall be treated as a Canadian Revolving Credit Loan for the
purposes hereof and interest shall accrue on the amount of any such unpaid
Acceptance Reimbursement Obligation from the date such amount becomes due until
paid in full at a fluctuating rate per annum equal to the rate which would then
be payable on Canadian Revolving Credit Loans. Such interest shall be payable by
the Canadian Borrower on demand by the Canadian Administrative Agent.

              (d)  In no event shall the Canadian Borrower claim from any
Canadian Lender any grace period with respect to the payment at maturity of any
Acceptances created by such Canadian Lender pursuant to this Agreement.


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                                                                              55


              6.6  Converting Canadian Revolving Credit Loans to Acceptances and
Acceptances to Canadian Revolving Credit Loans. (a) Subject to subsection
6.6(b), the Canadian Borrower may at any time and from time to time request that
any then outstanding Canadian Revolving Credit Loan denominated in Canadian
Dollars be converted into an Acceptance by delivering to the Canadian
Administrative Agent (which shall promptly notify the General Administrative
Agent and each Canadian Lender of its receipt thereof) a Request for
Acceptances, together with a statement that the Acceptances so requested are to
be created pursuant to this subsection 6.6(a), such notice to be given not later
than one Business Day prior to the requested conversion date.

              (b)  In the event that the Canadian Administrative Agent receives
such a Request for Acceptances and the accompanying statement described in
subsection 6.6(a), then the Canadian Borrower shall pay on the requested
Borrowing Date to the Canadian Administrative Agent, for the account of the
Canadian Lenders, the principal amount of the then outstanding Canadian
Revolving Credit Loans being so converted, and each Canadian Lender shall accept
and discount the Canadian Borrower's Draft having an aggregate face amount at
least equal to the principal amount of the Canadian Revolving Credit Loans of
such Canadian Lender which are then being repaid; it being understood and agreed
that for the purposes of this subsection 6.6(b), such payment by the Canadian
Borrower of such outstanding Canadian Revolving Credit Loans may be from the
proceeds of such discounted Drafts, provided that, (i) following the occurrence
and during the continuance of a Default or an Event of Default, no Acceptances
may be created and (ii) no Acceptance which is permitted to be created hereunder
shall have a maturity that extends beyond the Revolving Credit Termination Date.

              (c)  The creation of Acceptances pursuant to this subsection 6.6
shall not be subject to the satisfaction of the conditions precedent to
borrowing set forth in this Agreement.

              (d)  The Canadian Borrower may elect from time to time to convert
outstanding Acceptances to Canadian Revolving Credit Loans denominated in
Canadian Dollars by giving the Canadian Administrative Agent at least one
Business Day's irrevocable notice of such election prior to the maturity of such
Acceptances; provided that any such conversion of Acceptances may only be made
on the maturity thereof.

              6.7  Allocation of Acceptances. The Canadian Borrower hereby
agrees that each Request for Acceptances, reimbursement of Acceptances and
conversion of Canadian Revolving Credit Loans to Acceptances shall be made in a
manner so that any such Request for Acceptances, reimbursement or conversion
shall apply ratably to all Canadian Lenders in accordance with their respective
Canadian Revolving Credit Commitment Percentages. In the event that the
aggregate undiscounted face amount of Acceptances requested by the Canadian
Borrower to be created by all Canadian Lenders hereunder pursuant to any Request
for Acceptances is an amount which, if divided ratably among the Canadian
Lenders in accordance with their respective Canadian Revolving Credit Commitment
Percentages, would not result in each Canadian Lender accepting a Draft which
has an undiscounted face amount equal to C$100,000 or a whole multiple of
C$100,000 in excess thereof, then, notwithstanding any provision in this
subsection 6.7 to the contrary, the Canadian Administrative Agent is authorized



<PAGE>   63
                                                                              56


by the Canadian Borrower and the Canadian Lenders to allocate among the Canadian
Lenders the Acceptances to be issued in such manner and amounts as the Canadian
Administrative Agent may, in its sole discretion, acting reasonably, consider
necessary, rounding up or down, so as to ensure that no Canadian Lender is
required to accept a Draft for a fraction of $100,000 and, in such event, the
Canadian Lenders' ratable share with respect to such Acceptances shall be
adjusted accordingly.

              6.8  Special Provisions Relating to Acceptance Notes. (a) The
Canadian Borrower and each Canadian Lender hereby acknowledge and agree that
from time to time certain Canadian Lenders which are not Canadian chartered
banks or which are Schedule II Canadian Lenders may not be authorized to or may,
as a matter of general corporate policy, elect not to accept Drafts, and the
Canadian Borrower and each Canadian Lender agree that any such Canadian Lender
may purchase Acceptance Notes of the Canadian Borrower in accordance with the
provisions of subsection 6.8(b) in lieu of creating Acceptances for its account.

              (b)  In the event that any Canadian Lender described in subsection
6.8(a) above is unable to, or elects as a matter of general corporate policy not
to, create Acceptances hereunder, such Canadian Lender shall not create
Acceptances hereunder, but rather, if the Canadian Borrower requests the
creation of such Acceptances, 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 E, having
the same maturity as the Acceptances to be created and in an aggregate principal
amount equal to the undiscounted face amount of such Acceptances. Each such
Canadian Lender hereby agrees to purchase Acceptance Notes from the Canadian
Borrower at a purchase price equal to the Acceptance Purchase Price which would
have been applicable if a Draft in the same aggregate face amount as the
principal amount of its Acceptance Notes and of the same maturity had been
accepted by it (less any stamping fee which would have been paid pursuant to
subsection 5.4 if such Lender had created an Acceptance) and such Acceptance
Notes shall be governed by the provisions of this Section 6 as if they were
Acceptances.

              6.9  Existing Acceptances and Acceptance Notes. Any Acceptances or
Acceptance Notes that (i) are outstanding under the Existing Credit Agreement on
the Closing Day and (ii) were created by or issued to, as the case may be,
lenders under the Existing Credit Agreement that are also Lenders hereunder,
shall continue to be outstanding as Acceptances or Acceptance Notes, as the case
may be, under this Agreement from and after the Closing Date and shall be
governed by the terms hereof as if such Acceptances and Acceptance Notes had
been created or issued hereunder.

              SECTION 7.     AMOUNT AND TERMS OF MULTICURRENCY COMMITMENT

              7.1  Multicurrency Commitments. Subject to the terms and
conditions hereof, each Multicurrency Lender severally agrees to make revolving
credit loans (each, a "Multicurrency Loan") in any Available Foreign Currency to
the U.S. Borrower or any Foreign Subsidiary Borrower from time to time during
the Revolving Credit Commitment Period so long as after giving effect thereto
(i) the Available Multicurrency Commitment of such Multicurrency



<PAGE>   64
                                                                              57


Lender is greater than or equal to zero, (ii) the aggregate outstanding
principal amount of Multicurrency Loans does not exceed an amount of which the
U.S. Dollar Equivalent is $500,000,000 and (iii) the Aggregate Total
Outstandings of all Lenders do not exceed the Aggregate U.S. Revolving Credit
Commitments. During the Revolving Credit Commitment Period, the U.S. Borrower
and Foreign Subsidiary Borrowers may use the Multicurrency Commitments by
borrowing, repaying the Multicurrency Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof.

              7.2  Repayment of Multicurrency Loans; Evidence of Debt. (a) Each
of the U.S. Borrower and each Foreign Subsidiary Borrower hereby unconditionally
promises to pay to the General Administrative Agent for the account of each
Multicurrency Lender the then unpaid principal amount of each Multicurrency Loan
of such Multicurrency Lender to such Borrower on the Revolving Credit
Termination Date and on such other date(s) and in such other amounts as may be
required from time to time pursuant to this Agreement. Each of the U.S. Borrower
and each Foreign Subsidiary Borrower hereby further agrees to pay interest on
the unpaid principal amount of the Multicurrency Loans advanced to it and from
time to time outstanding until payment thereof in full at the rates per annum,
and on the dates, set forth in subsection 10.1.

              (b)  Each Multicurrency Lender shall maintain in accordance with
its usual practice an account or accounts evidencing indebtedness of each
Borrower to such Multicurrency Lender resulting from each Multicurrency Loan of
such Multicurrency Lender from time to time, including the amounts of principal
and interest payable thereon and paid to such Multicurrency Lender from time to
time under this Agreement.

              (c)  The General Administrative Agent shall maintain the Register
pursuant to subsection 18.6(d), and a subaccount therein for each Multicurrency
Lender, in which shall be recorded (i) the date and amount of each Multicurrency
Loan made hereunder, (ii) the date and amount of any principal or interest due
and payable or to become due and payable from each Borrower to each
Multicurrency Lender hereunder in respect of the Multicurrency Loans and (iii)
both the date and amount of any sum received by the General Administrative Agent
hereunder from each Borrower in respect of the Multicurrency Loans and each
Multicurrency Lender's share thereof.

              (d)  The entries made in the Register and the accounts of each
Multicurrency Lender maintained pursuant to subsection 7.2(b) shall, to the
extent permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of each Borrower therein recorded; provided, however,
that the failure of any Multicurrency Lender or the General Administrative Agent
to maintain the Register or any such account, or any error therein, shall not in
any manner affect the obligation of such Borrower to repay (with applicable
interest) the Multicurrency Loans made to such Borrower by such Multicurrency
Lender in accordance with the terms of this Agreement.

              7.3  Procedure for Multicurrency Borrowing. The U.S. Borrower or
any Foreign Subsidiary Borrower may request the Multicurrency Lenders to make
Multicurrency Loans during the Revolving Credit Commitment Period on any
Business Day by delivering a Notice of Multicurrency Loan Borrowing. Each
borrowing under the Multicurrency


<PAGE>   65
                                                                              58



Commitments shall be in an amount in an Available Foreign Currency of which the
U.S. Dollar Equivalent is equal to at least $10,000,000 (or, if the then
Aggregate Available Multicurrency Commitments are less than $10,000,000, such
lesser amount). Upon receipt of any such Notice of Multicurrency Borrowing from
any Borrower, the General Administrative Agent shall promptly notify each
Multicurrency Lender thereof. Not later than the funding time for the relevant
Available Foreign Currency set forth in the Administrative Schedule each
Multicurrency Lender shall make an amount equal to its Multicurrency Commitment
Percentage of the principal amount of Multicurrency Loans requested to be made
on such Borrowing Date available to the General Administrative Agent at the
funding office for the relevant Available Foreign Currency set forth in the
Administrative Schedule in the relevant Available Foreign Currency and in
immediately available funds. The amounts made available by each Multicurrency
Lender will then be made available on such Borrowing Date to the relevant
Borrower at the funding office for the relevant Available Foreign Currency set
forth in the Administrative Schedule and in like funds as received by the
General Administrative Agent.

              7.4  Termination or Reduction of Multicurrency Commitments. The
U.S. Borrower shall have the right, upon not less than three Business Days'
notice to the General Administrative Agent, to terminate the Multicurrency
Commitments or, from time to time, to reduce the amount of the Multicurrency
Commitments; provided that no such termination or reduction shall be permitted
if, after giving effect thereto and to any prepayments of the Loans made on the
effective date thereof, the Available Multicurrency Commitment of any
Multicurrency Lender would be less than zero. Any such reduction shall be in an
amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof
and shall reduce permanently the Multicurrency Commitments then in effect.

              7.5  Redenomination and Alternative Currencies. Each obligation
under this Agreement of a party to this Agreement which has been denominated in
the National Currency Unit of a Subsequent Participant state shall be
redenominated into the euro unit in accordance with EMU Legislation immediately
upon such Subsequent Participant becoming a Participating Member State (but
otherwise in accordance with EMU Legislation).

              SECTION 8.     ALTERNATE CURRENCY FACILITIES

              8.1  Terms of Alternate Currency Facilities. (a) Subject to the
provisions of this Section 8, the U.S. Borrower may in its discretion from time
to time designate any Subsidiary of the U.S. Borrower organized under the laws
of any jurisdiction outside the United States as an "Alternate Currency
Borrower" and any Qualified Credit Facility to which such Alternate Currency
Borrower and any one or more Alternate Currency Lenders is a party as an
"Alternate Currency Facility", with the consent of each such Alternate Currency
Lender in its sole discretion, by delivering an Alternate Currency Facility
Addendum to the General Administrative Agent and the Lenders (through the
General Administrative Agent) executed by the U.S. Borrower, each such Alternate
Currency Borrower (or the U.S. Borrower on its behalf) and each such Alternate
Currency Lender, provided, that on the effective date of such designation no
Event of Default shall have occurred and be continuing. Concurrently with the
delivery of an Alternate Currency Facility Addendum, the U.S. Borrower or the
relevant



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                                                                              59


Alternate Currency Borrower shall furnish to the General Administrative Agent
copies of all documentation executed and delivered by any Alternate Currency
Borrower in connection therewith, together with, if applicable, an English
translation thereof. Except as otherwise provided in this Section 8 or in the
definition of "Qualified Credit Facility" in subsection 1.1, the terms and
conditions of each Alternate Currency Facility shall be determined by mutual
agreement of the relevant Alternate Currency Borrower(s) and Alternate Currency
Lender(s). The documentation governing each Alternate Currency Facility shall
(i) contain an express acknowledgment that such Alternate Currency Facility
shall be subject to the provisions of this Section 8 and (ii) if more than one
Alternate Currency Lender is a party thereto, designate an Alternate Currency
Facility Agent for such Alternate Currency Facility. Each of the U.S. Borrower
and, by agreeing to any Alternate Currency Facility designation as contemplated
hereby, each relevant Alternate Currency Lender (if any) party thereto which is
an affiliate, branch or agency of a Lender, acknowledges and agrees that each
reference in this Agreement to any "Lender" shall, to the extent applicable, be
deemed to be a reference to such Alternate Currency Lender. In the event of any
inconsistency between the terms of this Agreement and the terms of any Alternate
Currency Facility, the terms of this Agreement shall prevail.

              (b)  The documentation governing each Alternate Currency Facility
shall set forth (i) the maximum amount (expressed in U.S. Dollars) available to
be borrowed from all Alternate Currency Lenders under such Alternate Currency
Facility (as the same may be modified from time to time, an "Alternate Currency
Facility Maximum Borrowing Amount") and (ii) with respect to each Alternate
Currency Lender party to such Alternate Currency Facility, the maximum amount
(expressed in U.S. Dollars) available to be borrowed from such Alternate
Currency Lender thereunder (as the same may be modified from time to time, an
"Alternate Currency Lender Maximum Borrowing Amount").

              (c)  Except as otherwise required by applicable law, in no event
shall the Alternate Currency Lenders party to an Alternate Currency Facility
have the right to accelerate the Alternate Currency Loans outstanding
thereunder, or to terminate their commitments (if any) to make such Alternate
Currency Loans prior to the earlier of the stated termination date in respect
thereof or the Revolving Credit Termination Date, except, in each case, in
connection with an acceleration of the Loans or a termination of the Commitments
pursuant to Section 16, provided, that nothing in this paragraph (c) shall be
deemed to require any Alternate Currency Lender to make an Alternate Currency
Loan if the applicable conditions precedent to the making of such Alternate
Currency Loan set forth in the documentation governing the relevant Alternate
Currency Facility have not been satisfied. No Alternate Currency Loan may be
made under an Alternate Currency Facility if (i) the conditions precedent in
subsection 12.2 are not satisfied on the date such Alternate Currency Loan is
requested to be made or (ii) after giving effect to the making of such Alternate
Currency Loan and the simultaneous application of the proceeds thereof, the
Aggregate Total Outstandings of all Lenders at any time exceeds the Aggregate
U.S. Revolving Credit Commitments.

              (d)  The relevant Alternate Currency Borrower(s) shall furnish to
the General Administrative Agent copies of any amendment, supplement or other
modification (including any change in commitment amounts or in the Alternate
Currency Lenders participating in any



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Alternate Currency Facility) to the terms of any Alternate Currency Facility
promptly after the effectiveness thereof (together with, if applicable, an
English translation thereof). If any such amendment, supplement or other
modification to an Alternate Currency Facility shall (i) add an Alternate
Currency Lender thereunder or (ii) change the Alternate Currency Facility
Maximum Borrowing Amount or any Alternate Currency Lender Maximum Borrowing
Amount with respect thereto, the U.S. Borrower shall promptly furnish an
appropriately revised Alternate Currency Facility Addendum, executed by the U.S.
Borrower, the relevant Alternate Currency Borrower(s) (or the U.S. Borrower on
its behalf) and the affected Alternate Currency Lenders (or any agent acting on
their behalf), to the General Administrative Agent and the Lenders (through the
General Administrative Agent).

              (e)  The U.S. Borrower may terminate its designation of a facility
as an Alternate Currency Facility, with the consent of each Alternate Currency
Lender party thereto at the time of such redesignation in its sole discretion,
by written notice to the General Administrative Agent, which notice shall be
executed by the U.S. Borrower, the relevant Alternate Currency Borrower(s) (or
the U.S. Borrower on its behalf) and each Alternate Currency Lender party to
such Alternate Currency Facility (or any agent acting on their behalf). Once
notice of such termination is received by the General Administrative Agent, such
Alternate Currency Facility and the loans and other obligations outstanding
thereunder shall immediately cease to be subject to the terms of this Agreement.

              (f)  At no time shall the aggregate Alternate Currency Facility
Maximum Borrowing Amount of all Alternate Currency Facilities exceed
$250,000,000. An Alternate Currency Lender may make an Alternate Currency Loan
to an Alternate Currency Borrower under the related Alternate Currency Facility
so long as after giving effect thereto the Aggregate Total Outstandings of all
Lenders do not exceed the Aggregate U.S. Revolving Commitments.

              8.2  Reporting of Alternate Currency Outstandings. (a) On the date
of the making of any Alternate Currency Loan having a fixed maturity of 30 or
more days to an Alternate Currency Borrower and on the last Business Day of each
month on which an Alternate Currency Borrower has any outstanding Alternate
Currency Loans, the Alternate Currency Facility Agent for such Alternate
Currency Facility shall deliver to the General Administrative Agent a Notice of
Alternate Currency Outstandings. The General Administrative Agent will, at the
request of any Alternate Currency Facility Agent, advise such Alternate Currency
Facility Agent of the Exchange Rate used by the General Administrative Agent in
calculating the U.S. Dollar Equivalent of Alternate Currency Loans under the
related Alternate Currency Facility on any date.

              (b)  For purposes of any calculation under this Agreement in which
the amount of the Aggregate Alternate Currency Outstandings of any Lender is a
component, the General Administrative Agent shall make such calculation on the
basis of the Notices of Alternate Currency Outstandings received by it at least
two Business Days prior to the date of such calculation.


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                                                                              61


              SECTION 9.     LETTERS OF CREDIT

              9.1  Letters of Credit. (a) Subject to the terms and conditions of
this Agreement, Chase Delaware, as Issuing Lender, agrees, and any other Issuing
Lender may, as agreed between the U.S. Borrower and such Issuing Lender, agree,
on behalf of the U.S. Lenders, and in reliance on the agreement of the Lenders
set forth in subsection 9.3, to issue for the account of the U.S. Borrower (or
in connection with any Foreign Letter of Credit, for the joint and several
accounts of the U.S. Borrower and such applicable Foreign Subsidiary) letters of
credit in an aggregate face amount not to exceed at any time outstanding an
amount of which the U.S. Dollar Equivalent is $250,000,000, as follows:

              (i)  standby letters of credit (collectively, the "Standby Letters
       of Credit") in the form of either (A) in the case of standby letters of
       credit to be used for the purposes described in subsection 9.8(a) or (c),
       the Issuing Lender's standard standby letter of credit or (B) in the case
       of standby letters of credit to be used for the purposes described in
       subsection 9.8(b), a letter of credit reasonably satisfactory to the
       Issuing Lender, and in either case, in favor of such beneficiaries as the
       U.S. Borrower shall specify from time to time (which shall be reasonably
       satisfactory to the Issuing Lender); and

              (ii) commercial letters of credit in the form of the Issuing
       Lender's standard commercial letters of credit ("Commercial Letters of
       Credit") in favor of sellers of goods or services to the U.S. Borrower,
       its Subsidiaries or joint ventures that are Special Entities (the Standby
       Letters of Credit and Commercial Letters of Credit being referred to
       collectively as the "Letters of Credit");

provided that on the date of the issuance of any Letter of Credit, and after
giving effect to such issuance, (i) the Available U.S. Revolving Credit
Commitment of each U.S. Lender is greater than or equal to zero and (ii) the
Aggregate Total Outstandings of all Lenders do not exceed the Aggregate U.S.
Revolving Credit Commitments at such time. Each Standby Letter of Credit shall
(i) have an expiry date no later than (A) with respect to any Standby Letter of
Credit to be used for the purposes described in subsection 9.8(a) or (c), one
year from the date of issuance thereof or, if earlier, the Revolving Credit
Termination Date or (B) with respect to any Standby Letter of Credit to be used
for the purposes described in subsection 9.8(b), the Revolving Credit
Termination Date, (ii) be denominated in Dollars or another freely-convertible
currency acceptable to the Issuing Lender and (iii) be in a minimum face amount
of which the U.S. Dollar Equivalent is a minimum of $500,000 determined at the
time of issuance. Each Commercial Letter of Credit shall (i) provide for the
payment of sight drafts when presented for honor thereunder, or of time drafts,
in each case in accordance with the terms thereof and when accompanied by the
documents described or when such documents are presented, as the case may be,
(ii) be denominated in Dollars or another freely-convertible currency acceptable
to the Issuing Lender and (iii) have an expiry date no later than six months
from the date of issuance thereof or, if earlier, five Business Days prior to
the Revolving Credit Termination Date.

              (b)  Pursuant to the Existing Credit Agreement, Chase (or Chase
Delaware, as the case may be), as Issuing Lender, has issued certain letters of
credit which are outstanding on the Closing Date (the "Existing Letters of
Credit"). From and after the Closing Date, the




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Existing Letters of Credit shall for all purposes be deemed to be Letters of
Credit outstanding under this Agreement.

              9.2  Procedure for Issuance of Letters of Credit. The U.S.
Borrower may from time to time request, upon at least three Business Days'
notice, Chase Delaware, as Issuing Lender, to issue a Letter of Credit by
delivering to such Issuing Lender at its address specified in subsection 18.2 a
Letter of Credit Application, completed to the satisfaction of such Issuing
Lender, together with such other certificates, documents and other papers and
information as such Issuing Lender may reasonably request. Upon receipt of any
Letter of Credit Application from the U.S. Borrower, or, in the case of a
Foreign Letter of Credit, from the U.S. Borrower and the Foreign Subsidiary that
is an account party on such Letter of Credit, such Issuing Lender will promptly,
but in no event later than five Business Days following receipt of such Letter
of Credit Application, notify each U.S. Lender thereof. Upon receipt of any
Letter of Credit Application, Chase Delaware, as Issuing Lender, will process
such Letter of Credit Application, and the other certificates, documents and
other papers delivered in connection therewith, in accordance with its customary
procedures and shall promptly issue such Letter of Credit (but in no event
earlier than three Business Days after receipt by such Issuing Lender of the
Letter of Credit Application relating thereto) by issuing the original of such
Letter of Credit to the beneficiary thereof and by furnishing a copy thereof to
the U.S. Borrower and the Participating Lenders. In addition, the U.S. Borrower
may from time to time agree with Issuing Lenders other than Chase Delaware upon
procedures for issuance by such Issuing Lenders of Letters of Credit and cause
Letters of Credit to be issued by following such procedures. Such procedures
shall be reasonably satisfactory to the General Administrative Agent. Prior to
the issuance of any Letter of Credit, the Issuing Lender will confirm with the
General Administrative Agent that the issuance of such Letter of Credit is
permitted pursuant to Section 9 and subsection 12.2. Additionally, each Issuing
Lender and the U.S. Borrower shall inform the General Administrative Agent of
any modifications made to outstanding Letters of Credit, of any payments made
with respect to such Letters of Credit, and of any other information regarding
such Letters of Credit as may be reasonably requested by the General
Administrative Agent, in each case pursuant to procedures established by the
General Administrative Agent.

              9.3  Participating Interests. In the case of each Existing Letter
of Credit, effective on the Closing Date, and in the case of each Letter of
Credit issued in accordance with the terms hereof on or after the Closing Date,
effective as of the date of the issuance thereof, the Issuing Lender in respect
of such Letter of Credit agrees to allot, and does allot, to each other U.S.
Lender, and each such U.S. Lender severally and irrevocably agrees to take and
does take, a Participating Interest in such Letter of Credit and the related
Letter of Credit Application in a percentage equal to such U.S. Lender's U.S.
Revolving Credit Commitment Percentage. On the date that any Purchasing Lender
becomes a party to this Agreement in accordance with subsection 18.6,
Participating Interests in any outstanding Letter of Credit held by the U.S.
Lender from which such Purchasing Lender acquired its interest hereunder shall
be proportionately reallotted between such Purchasing Lender and such transferor
U.S. Lender. Each Participating Lender hereby agrees that its obligation to
participate in each Letter of Credit issued in accordance with the terms hereof
and to pay or to reimburse the Issuing Lender in respect of such Letter of
Credit for its participating share of the drafts drawn thereunder shall be


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irrevocable and unconditional; provided that no Participating Lender shall be
liable for the payment of any amount under subsection 9.4(b) resulting solely
from such Issuing Lender's gross negligence or willful misconduct.

              9.4  Payments. (a) The U.S. Borrower agrees (and in the case of a
Foreign Letter of Credit, the Foreign Subsidiary for whose account such Letter
of Credit was issued shall also agree, jointly and severally) (i) to reimburse
the General Administrative Agent for the account of the relevant Issuing Lender,
forthwith upon its demand and otherwise in accordance with the terms of the
Letter of Credit Application, if any, relating thereto, for any payment made by
such Issuing Lender under any Letter of Credit issued by such Issuing Lender for
its account and (ii) to pay to the General Administrative Agent for the account
of such Issuing Lender, interest on any unreimbursed portion of any such payment
from the date of such payment until reimbursement in full thereof at a
fluctuating rate per annum equal to the rate then borne by ABR Loans pursuant to
subsection 10.1(b) plus 2%.

              (b)  In the event that an Issuing Lender makes a payment under any
Letter of Credit and is not reimbursed in full therefor, forthwith upon demand
of such Issuing Lender, and otherwise in accordance with the terms hereof or of
the Letter of Credit Application, if any, relating to such Letter of Credit,
such Issuing Lender will promptly through the General Administrative Agent
notify each Participating Lender that acquired its Participating Interest in
such Letter of Credit from such Issuing Lender. No later than the close of
business on the date such notice is given (if such notice is received by such
Participating Lender by 12:00 Noon, otherwise no later than 12:00 Noon of the
immediately following Business Day), each such Participating Lender will
transfer to the General Administrative Agent, for the account of such Issuing
Lender, in immediately available funds, an amount equal to such Participating
Lender's pro rata share of the unreimbursed portion of such payment. Upon its
receipt from such Participating Lender of such amount, such Issuing Lender will,
if so requested by such Participating Lender, complete, execute and deliver to
such Participating Lender a Letter of Credit Participation Certificate dated the
date of such receipt and in such amount.

              (c)  Whenever, at any time, after an Issuing Lender has made
payment under a Letter of Credit and has received from any Participating Lender
such Participating Lender's pro rata share of the unreimbursed portion of such
payment, such Issuing Lender receives any reimbursement on account of such
unreimbursed portion or any payment of interest on account thereof, such Issuing
Lender will distribute to the General Administrative Agent, for the account of
such Participating Lender, its pro rata share thereof; provided, however, that
in the event that the receipt by such Issuing Lender of such reimbursement or
such payment of interest (as the case may be) is required to be returned, such
Participating Lender will promptly return to the General Administrative Agent,
for the account of such Issuing Lender, any portion thereof previously
distributed by such Issuing Lender to it.

              9.5  Further Assurances. (a) The U.S. Borrower hereby agrees, from
time to time, to do and perform any and all acts and to execute any and all
further instruments reasonably requested by an Issuing Lender more fully to
effect the purposes of this Agreement and the issuance of the Letters of Credit
hereunder.

<PAGE>   71
                                                                              64


              (b)  It is understood that in connection with Letters of Credit
issued for the purposes described in subsection 9.8(b) it may be customary for
the Issuing Lender in respect of such Letter of Credit to obtain an opinion of
its counsel relating to such Letter of Credit, and each Issuing Lender that
issues such a Letter of Credit agrees to cooperate with the U.S. Borrower in
obtaining such customary opinion, which opinion shall be at the U.S. Borrower's
expense unless otherwise agreed to by such Issuing Lender.

              9.6  Obligations Absolute. The payment obligations of the U.S.
Borrower under subsection 9.4 shall be unconditional and irrevocable and shall
be paid strictly in accordance with the terms of this Agreement under all
circumstances, including, without limitation, under the following circumstances:

              (a)  the existence of any claim, set-off, defense or other right
       which the U.S. Borrower may have at any time against any beneficiary, or
       any transferee, of any Letter of Credit (or any Persons for whom any such
       beneficiary or any such transferee may be acting), any Issuing Lender or
       any Participating Lender, or any other Person, whether in connection with
       this Agreement, the transactions contemplated herein, or any unrelated
       transaction;

              (b)  any statement or any other document presented under any
       Letter of Credit opened for its account proving to be forged, fraudulent,
       invalid or insufficient in any respect or any statement therein being
       untrue or inaccurate in any respect, except under circumstances involving
       the gross negligence or willful misconduct of the Issuing Lender; or

              (c)  payment by an Issuing Lender under any Letter of Credit
       against presentation of a draft or certificate which does not comply with
       the terms of such Letter of Credit, except payment resulting solely from
       the gross negligence or willful misconduct of such Issuing Lender; or

              (d)  any other circumstances or happening whatsoever, whether or
       not similar to any of the foregoing, except circumstances or happenings
       resulting from the gross negligence or willful misconduct of such Issuing
       Lender.

              9.7  Letter of Credit Application. To the extent not inconsistent
with the terms of this Agreement (in which case the provisions of this Agreement
shall prevail), provisions of any Letter of Credit Application related to any
Letter of Credit are supplemental to, and not in derogation of, any rights and
remedies of the Issuing Lenders and the Participating Lenders under this Section
9 and applicable law. The U.S. Borrower acknowledges and agrees that all rights
of the Issuing Lender under any Letter of Credit Application shall inure to the
benefit of each Participating Lender to the extent of its Participating Interest
as fully as if such Participating Lender was a party to such Letter of Credit
Application.

              9.8  Purpose of Letters of Credit. Each Standby Letter of Credit
shall be used by the U.S. Borrower solely (a) to provide credit support for
borrowings by the U.S. Borrower, its Subsidiaries or joint ventures which are
Special Entities, (b) to pay or secure the payment of


<PAGE>   72
                                                                              65



the principal amount of, and accrued interest on, and other obligations with
respect to, Industrial Revenue Bonds in accordance with the provisions of the
indenture related thereto, or (c) for other working capital purposes of the U.S.
Borrower and Subsidiaries in the ordinary course of business. Each Commercial
Letter of Credit will be used by the U.S. Borrower and Subsidiaries solely to
provide the primary means of payment in connection with the purchase of goods or
services by the U.S. Borrower and Subsidiaries in the ordinary course of
business.

              9.9  Currency Adjustments. (a) Notwithstanding anything to the
contrary contained in this Agreement, for purposes of calculating any fee in
respect of any Letter of Credit in respect of any Business Day, the General
Administrative Agent shall convert the amount available to be drawn under any
Letter of Credit denominated in a currency other than U.S. Dollars into an
amount of U.S. Dollars based upon the Exchange Rate.

              (b)  Notwithstanding anything to the contrary contained in this
Section 9, prior to demanding any reimbursement from the Participating Lenders
pursuant to subsection 9.4(b) in respect of any Letter of Credit denominated in
a currency other than U.S. Dollars, the Issuing Lender shall convert the
relevant Borrower's obligation under subsection 9.4 to reimburse the Issuing
Lender in such currency into an obligation to reimburse the Issuing Lender in
U.S. Dollars. The U.S. Dollar amount of the reimbursement obligation of the
relevant Borrower and the Participating Lenders shall be computed by the Issuing
Lender based upon the Exchange Rate in effect for the day on which such
conversion occurs.

              SECTION 10.    GENERAL PROVISIONS APPLICABLE TO LOANS

              10.1  Interest Rates and Payment Dates. (a) Each Eurodollar Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such
Interest Period plus the Applicable Margin in effect for such day.

              (b)  Each ABR Loan shall bear interest for each day on which it is
outstanding at a rate per annum equal to the Alternate Base Rate for such day,
plus the Applicable Margin in effect on such day.

              (c)  Each Prime Rate Loan shall bear interest for each day on
which it is outstanding at a rate per annum equal to the Prime Rate for such
day, plus the Applicable Margin in effect on such day.

              (d)  Each Canadian Base Rate Loan shall bear interest for each day
on which it is outstanding at a rate per annum equal to the Canadian Base Rate
for such day, plus the Applicable Margin in effect on such day.

              (e)  Each Multicurrency Loan shall bear interest for each day
during each Interest Period with respect thereto at a rate per annum equal to
the Eurocurrency Rate determined for such Interest Period plus the Applicable
Margin in effect for such day.


<PAGE>   73
                                                                              66


              (f)   If all or a portion of (i) the principal amount of any Loan,
(ii) any interest payable thereon or (iii) any fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum equal to the rate that would otherwise be applicable thereto pursuant
to the foregoing provisions of this subsection plus 2%.

              (g)   Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (f) of this
subsection shall be payable from time to time on demand.

              (h)   Each Money Market Rate Swing Line Loan shall bear interest
during the interest period applicable thereto at a rate per annum equal to the
applicable Money Market Rate; provided, that any Money Market Rate Swing Line
Loan in which Lenders purchase participating interests pursuant to subsection
3.5(a) shall, from and after the date of such purchase, bear interest until the
end of the interest period applicable thereto at a rate per annum equal to the
ABR.

              10.2  Conversion and Continuation Options. (a) The U.S. Borrower
may elect from time to time to convert outstanding Eurodollar Loans (in whole or
in part) to ABR Loans by giving the General Administrative Agent prior to 12:00
Noon, New York City time, at least one Business Day's prior irrevocable notice
of such election, provided that any such conversion of Eurodollar Loans may only
be made on the last day of an Interest Period with respect thereto unless the
U.S. Borrower shall agree to pay the costs associated therewith as set forth in
subsection 10.11(d). The U.S. Borrower may elect from time to time to convert
outstanding ABR Loans made to it (other than Swing Line Loans) (in whole or in
part) to Eurodollar Loans by giving the General Administrative Agent prior to
12:00 Noon, New York City time, at least three Business Days' prior irrevocable
notice of such election. Any such notice of conversion to Eurodollar Loans shall
specify the length of the initial Interest Period or Interest Periods therefor.
Upon receipt of any such notice the General Administrative Agent shall promptly
notify each U.S. Lender thereof. All or any part of outstanding Eurodollar Loans
and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan
may be converted into a Eurodollar Loan when any Default or Event of Default has
occurred and is continuing and the General Administrative Agent or the Majority
U.S. Lenders have determined that such conversion is not appropriate, (ii) any
such conversion may only be made if, after giving effect thereto, subsection
10.3 shall not have been violated, (iii) no ABR Loan may be converted into a
Eurodollar Loan after the date that is one month prior to the Revolving Credit
Termination Date and (iv) Swing Line Loans may not be converted to Eurodollar
Loans.

              (b)   Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the U.S.
Borrower giving notice to the General Administrative Agent of the length of the
next Interest Period to be applicable to such Loans determined in accordance
with the applicable provisions of the term "Interest Period" set forth in
subsection 1.1, provided that no Eurodollar Loan may be continued as such (i)
when any Default or Event of Default has occurred and is continuing and the
General Administrative Agent or the Majority U.S. Lenders have determined that
such continuation is not appropriate, (ii) if,


<PAGE>   74
                                                                              67



after giving effect thereto, subsection 10.3 would be contravened or (iii) after
the date that is one month prior to the Revolving Credit Termination Date, and
provided, further, that if the U.S. Borrower shall fail to give such notice or
if such continuation is not permitted pursuant to the preceding proviso such
Eurodollar Loans shall be automatically converted to ABR Loans on the last day
of such then expiring Interest Period.

              (c)   Any Multicurrency Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the U.S.
Borrower or the relevant Foreign Subsidiary Borrower giving a Notice of
Multicurrency Loan Continuation, provided, that if the relevant Foreign
Subsidiary Borrower shall fail to give such Notice of Multicurrency Loan
Continuation, such Multicurrency Loans shall automatically be continued for an
Interest Period of one month.

              10.3   Minimum Amounts of Tranches. (a) All borrowings,
conversions and continuations of U.S. Revolving Credit Loans and Multicurrency
Loans hereunder and all selections of Interest Periods hereunder shall be in
such amounts and be made pursuant to such elections so that, after giving effect
thereto, (i) the aggregate principal amount of the Eurodollar Loans comprising
each Tranche shall be equal to $10,000,000 or a whole multiple of $1,000,000 in
excess thereof, (ii) the aggregate principal amount of the Multicurrency Loans
comprising each Tranche shall be in an amount of which the U.S. Dollar
Equivalent is at least $2,500,000 (determined at the time of borrowing or
continuation) and (iii) there shall not be more than 25 Tranches at any one time
outstanding.

              (b)   All Acceptances created hereunder, all conversions and
continuations thereof and all selections of maturity dates with respect thereto
shall be made pursuant to such elections so that, after giving effect thereto,
there shall be no more than 10 Acceptance Tranches at any one time outstanding.

              10.4   Optional and Mandatory Prepayments. (a) The U.S. Borrower
may at any time and from time to time prepay U.S. Revolving Credit Loans and/or
Swing Line Loans (other than Money Market Rate Swing Line Loans), in whole or in
part without premium or penalty upon at least three Business Days' irrevocable
notice to the General Administrative Agent (in the case of Eurodollar Loans) and
at least one Business Day's irrevocable notice to the General Administrative
Agent (in the case of U.S. Revolving Credit Loans that are ABR Loans) specifying
the date and amount of prepayment and whether the prepayment of U.S. Revolving
Credit Loans is of Eurodollar Loans, ABR Loans or a combination thereof, and, if
a combination thereof, the amount allocable to each. Upon the receipt of any
such notice the General Administrative Agent shall promptly notify each U.S.
Lender thereof. If any such notice is given, the amount specified in such notice
shall be due and payable on the date specified therein. Partial prepayments of
the U.S. Revolving Credit Loans shall be in an aggregate principal amount of
$10,000,000 or a whole multiple of $1,000,000 in excess thereof (or in such
lower amount as may be then outstanding). Partial prepayments of the Swing Line
Loans shall be in aggregate principal amount of $100,000 or a whole multiple of
$100,000 in excess thereof (or in such lower amount as may be then outstanding).


<PAGE>   75
                                                                              68


              (b)   The Canadian Borrower may at any time and from time to time
prepay, without premium or penalty, the Canadian Revolving Credit Loans, in
whole or in part, upon at least one Business Day's irrevocable notice to the
Canadian Administrative Agent specifying the date and amount of prepayment. Upon
the receipt of any such notice, the Canadian Administrative Agent shall promptly
notify each Canadian Lender thereof. If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified therein.
Partial prepayments of Canadian Revolving Credit Loans shall be in an aggregate
principal amount of C$5,000,000 or a whole multiple of C$1,000,000 in excess
thereof (in the case of Canadian Revolving Credit Loans denominated in Canadian
Dollars), U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof
(in the case of Canadian Revolving Credit Loans denominated in U.S. Dollars, (or
in such lower amount as may be then outstanding for either denomination).

              (c)   The U.S. Borrower and Foreign Subsidiary Borrowers may at
any time and from time to time prepay, without premium or penalty, the
Multicurrency Loans, in whole or in part, upon at least three Business Days'
irrevocable notice to the General Administrative Agent specifying the date and
amount of prepayment. Upon the receipt of any such notice, the General
Administrative Agent shall promptly notify each Multicurrency Lender thereof. If
any such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein. Partial prepayments of Multicurrency
Loans shall be in an aggregate principal amount of which the U.S. Dollar
Equivalent is at least $10,000,000 or a whole multiple of $1,000,000 in excess
thereof.

              (d)   If, at any time during the Revolving Credit Commitment
Period, for any reason the Aggregate Total Outstandings of all Lenders exceed
the Aggregate U.S. Revolving Credit Commitments then in effect by more than 5%,
or the Aggregate Committed Outstandings of any Lender exceeds the Revolving
Credit Commitment of such Lender then in effect by more than 5%, (i) the U.S.
Borrower shall, upon learning thereof or upon the request of the General
Administrative Agent, immediately prepay the Swing Line Loans and the U.S.
Revolving Credit Loans and/or (ii) the Canadian Borrower shall, upon learning
thereof or upon the request of the General Administrative Agent, immediately
prepay the Canadian Revolving Credit Loans and/or (iii) the Foreign Subsidiary
Borrowers shall, upon learning thereof or upon the request of the General
Administrative Agent, immediately prepay the Multicurrency Loans and/or (iv) the
Alternate Currency Borrower shall, upon learning thereof or upon the request of
the General Administrative Agent, immediately prepay Alternate Currency Loans,
in an aggregate principal amount at least sufficient to reduce any such excess
to 0%; provided, however, that nothing in this subsection shall be construed as
requiring the Canadian Borrower to so prepay in amounts (i) that would be in
violation of, and its obligations to so prepay are subject to, the restrictions
on financial assistance set out in the Business Corporations Act (Ontario) or
(ii) outstanding by way of Acceptances; and, provided, further, that the
preceding proviso shall not be construed in any way as limiting or derogating
from the obligations of the Borrowers (other than the Canadian Borrower) set out
in this subsection.

              (e)   Each prepayment of Loans pursuant to this subsection 10.4
(except in the case of Revolving Credit Loans that are ABR Loans, Swingline
Loans and Canadian Base Rate


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                                                                              69



Loans) shall be accompanied by accrued and unpaid interest on the amount prepaid
to the date of prepayment and any amounts payable under subsection 10.11 in
connection with such prepayment.

              (f)   Notwithstanding the foregoing, mandatory prepayments of
Revolving Credit Loans, Multicurrency Loans or Alternate Currency Loans that
would otherwise be required pursuant to this subsection 10.4 solely as a result
of fluctuations in Exchange Rates from time to time shall only be required to be
made pursuant to this subsection 10.4 on the last Business Day of each month on
the basis of the Exchange Rate in effect on such Business Day.

              (g)   The U.S. Borrower shall prepay all Swing Line Loans then
outstanding (other than Money Market Rate Swing Line Loans) simultaneously with
each borrowing of U.S. Revolving Credit Loans.

              (h)   If any Public Indebtedness shall be incurred by the U.S.
Borrower or any of its Subsidiaries after the date hereof (excluding any
Refinancing Indebtedness and any Public Indebtedness of a Foreign Subsidiary
which is not guaranteed by the U.S. Borrower or any Domestic Subsidiary, but
including the 2001 Eurobonds, whether or not issued prior to the date hereof),
which is guaranteed by any Subsidiary of the U.S. Borrower, in an aggregate
amount exceeding the U.S. Dollar Equivalent of $600,000,000 (any such net cash
proceeds in excess of such amount, "Prepayment Proceeds"), an amount equal to
the Applicable Portion of all Prepayment Proceeds shall be applied on the
Business Day immediately following the date of such incurrence toward the
reduction of the Commitments as set forth in subsection 10.4(i) (or, if no
Commitments then exist, the respective outstanding Loans and other Extensions of
Credit hereunder). The "Applicable Portion" of the amount of any net cash
proceeds received by the U.S. Borrower or any of its Subsidiaries on any date
constituting Prepayment Proceeds shall be the product of (i) the amount of such
net cash proceeds minus the aggregate amount of voluntary reductions of the U.S.
Revolving Credit Commitments hereunder and the Aggregate Revolving Credit
Commitments and Term Loans (each as defined in the Other Revolving Credit
Agreement or, if no Aggregate Revolving Commitments then exist, the respective
outstanding Loans and other Extensions of Credit thereunder or the aggregate
outstanding principal amount of notes, as the case may be) prior to such date,
but only to the extent the amount of such voluntary reduction has not been taken
into account in the calculation under this Agreement of the Applicable Portion
of the net cash proceeds received on any prior date (it being understood that
such voluntary reductions shall also include the failure, in whole or in part,
to renew or refinance the Other Revolving Credit Agreement) multiplied by (ii) a
fraction, the numerator of which is the aggregate amount of the U.S. Revolving
Credit Commitments and the denominator of which is the aggregate amount of the
U.S. Revolving Credit Commitments and the aggregate amount of the Aggregate
Revolving Credit Commitments plus the aggregate outstanding principal amount of
Term Loans (each as defined in the Other Revolving Credit Agreement).

              (i)   Amounts to be applied in connection with prepayments and
Commitment reductions made hereunder pursuant to subsection 10.4(h) shall be
applied to reduce permanently the Commitments ratably among the U.S. Revolving
Credit Commitments, the Canadian Revolving Commitments, the Multicurrency
Revolving Commitments and the aggregate



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                                                                              70



Alternate Currency Facility Maximum Borrowing Amount set forth in subsection
8.1(f); provided that the first $200,000,000 to be applied hereunder shall first
be applied ratably to reduce permanently the U.S. Revolving Commitments (and (x)
to the extent that such reduction would cause the Canadian Revolving Commitment
or the Multicurrency Commitment of any Lender to exceed its U.S. Revolving
Commitment, such Lender's (or its Counterpart Lender's) Canadian Revolving
Commitment or Multicurrency Commitment, as the case may be, shall be reduced by
such excess amount and the aggregate Canadian Revolving Credit Commitments or
the aggregate Multicurrency Commitments shall be reduced by the sum of such
excess amounts, as applicable and (y) to the extent that such reduction would
cause the Alternate Currency Facility Maximum Borrowing Amount set forth in
Section 8.1(f) to exceed the Aggregate U.S. Revolving Credit Commitments, such
Alternate Currency Facility Maximum Borrowing Amount shall be reduced by such
excess amount). Any such reduction of the Commitments shall be accompanied by
the ratable prepayment of the Revolving Credit Loans, the Multicurrency Loans,
the Alternate Currency Loans and/or Swingline Loans to the extent, if any, that
the Extensions of Credit exceed the amount of the Commitments as so reduced,
provided that if the aggregate principal amount of Revolving Credit Loans,
Multicurrency Loans, Alternate Currency Loans and Swingline Loans then
outstanding is less than the amount of such excess (because Letter of Credit
Obligations constitute a portion thereof), the Borrower shall, to the extent of
the balance of such excess, replace outstanding Letters of Credit and/or deposit
an amount in cash in a cash collateral account established with the General
Administrative Agent for the benefit of the Lenders on terms and conditions
satisfactory to the General Administrative Agent.

              10.5  Facility Fees; Other Fees. (a) The U.S. Borrower agrees to
pay to the General Administrative Agent for the account of each U.S. Lender, a
facility fee for the period from and including the Closing Date to but excluding
the Revolving Credit Termination Date (or such earlier date on which the
Revolving Credit Commitments shall terminate as provided herein); each such
facility fee shall be computed at the Facility Fee Rate on the amount of the
U.S. Revolving Credit Commitment of such U.S. Lender during the period for which
payment is made, payable quarterly in arrears on the last day of each March,
June, September and December and on the Revolving Credit Termination Date or
such earlier date on which the U.S. Revolving Credit Commitments shall terminate
as provided herein, commencing on the first such date to occur after the date
hereof. Each U.S. Common Lender and its Counterpart Lender may elect, upon
notice to the U.S. Borrowers and the Administrative Agents, to have all or a
portion of the facility fees owed to such U.S. Common Lender by the U.S.
Borrower paid by the Canadian Borrower in Canadian Dollars directly to the
Canadian Administrative Agent for the account of such U.S. Common Lender's
Counterpart Lender. Each U.S. Common Lender and its Counterpart Lender may make
such election no more often than once in any year. If any such election is made,
amounts otherwise due in U.S. Dollars in respect of facility fees shall be
converted to Canadian Dollars at the then Exchange Rate on the date which is one
Business Day prior to the date such amount is due.

              (b)   The U.S. Borrower shall pay (without duplication of any
other fee payable under this subsection 10.5) to Chase, JP Morgan and BofA, for
their respective accounts, all fees separately agreed to by the U.S. Borrower
and Chase, JP Morgan or BofA, as the case may be.


<PAGE>   78
                                                                              71


              (c)   The Canadian Borrower shall (without duplication of any
other fee payable under this subsection 10.5) pay to the Canadian Administrative
Agent all fees separately agreed to by the Canadian Borrower and the Canadian
Administrative Agent.

              (d)   The U.S. Borrower shall (without duplication of any other
fee payable under this subsection 10.5) pay to the General Administrative Agent
all fees separately agreed to by the U.S. Borrower and the General
Administrative Agent.

              (e)   In lieu of any letter of credit commissions and fees
provided for in any Letter of Credit Application (other than any standard
issuance, amendment and negotiation fees), the U.S. Borrower will pay the
General Administrative Agent, (i) for the account of the Issuing Lender, a
non-refundable fronting fee equal to 0.125% per annum and (ii) for the account
of the U.S. Lenders, a non-refundable Letter of Credit fee equal to the
Applicable Margin then in effect with respect to Eurodollar Loans less 0.125%,
in each case on the amount available to be drawn under such Letter of Credit.
Such fee shall be payable quarterly in arrears on the last Business Day of each
calendar quarter, and shall be calculated on the average daily amount available
to be drawn under the Letters of Credit.

              (f)   The U.S. Borrower agrees to pay the Issuing Lender for its
own account its customary administration, amendment, transfer and negotiation
fees charged by the Issuing Lender in connection with its issuance and
administration of Letters of Credit.

              10.6  Computation of Interest and Fees. (a) Interest based on the
Eurodollar Rate, the Eurocurrency Rate, the Money Market Rate or the Alternate
Base Rate when it is based upon the Federal Funds Effective Rate shall be
calculated on the basis of a 360-day year for the actual days elapsed; and
facility fees and interest (other than interest based upon the Eurodollar Rate,
the Eurocurrency Rate, the Money Market Rate or the Alternative Base Rate when
it is based upon the Federal Funds Effective Rate) shall be calculated on the
basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed. The General Administrative Agent shall as soon as practicable notify
the U.S. Borrower and the U.S. Lenders of each determination of a Eurodollar
Rate or Eurocurrency Rate. Any change in the interest rate on a Loan resulting
from a change in the Alternate Base Rate or a change in the Prime Rate shall
become effective as of the opening of business on the day on which such change
becomes effective. The General Administrative Agent shall as soon as practicable
notify the U.S. Borrower and the Lenders of the effective date and the amount of
each such change in the Alternate Base Rate, and the Canadian Administrative
Agent shall as soon as practicable notify the U.S. Borrower and Canadian
Borrower and the Canadian Lenders of each such change in the Prime Rate and the
Canadian Base Rate; provided that a failure by the General Administrative Agent
or the Canadian Administrative Agent to notify the U.S. Borrower or the Canadian
Borrower of such respective rate changes does not affect the obligation of the
U.S. Borrower or the Canadian Borrower to pay interest at the applicable rate as
changed. For purposes of the Interest Act (Canada), whenever any interest under
this Agreement is calculated based on a period which is less than a year (the
"Lesser Period"), the interest rate determined pursuant to such calculation,
when expressed as an annual rate, is equivalent to (i) the applicable rate based
on such Lesser Period, (ii) multiplied by the actual number of days in the
calendar year in which the period for


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                                                                              72



which such interest is payable ends, and (iii) divided by the number of days in
such Lesser Period. The rates of interest specified in this Agreement are
nominal rates and all interest payments and computations are to be made without
allowance or deduction for deemed reinvestment of interest.

              (b)   Each determination of an interest rate by the General
Administrative Agent or the Canadian Administrative Agent, as the case may be,
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrowers and the Lenders in the absence of manifest error. Each
Administrative Agent shall, at the request of a Borrower, deliver to such
Borrower a statement showing in reasonable detail the calculations used by such
Administrative Agent in determining any interest rate pursuant to subsection
10.1(a).

              (c)   (i) [Reserved].

              (ii)   If any Canadian Reference Lender shall for any reason no
longer have a Canadian Revolving Credit Commitment or any Canadian Revolving
Credit Loans, such Canadian Reference Lender shall thereupon cease to be a
Canadian Reference Lender, and if, as a result, there shall only be one Schedule
I Canadian Reference Lender or Schedule II Canadian Reference Lender (as the
case may be) remaining, the Canadian Administrative Agent, with the consent of
the Canadian Borrower (after consultation with the Schedule I Canadian Lenders
or the Schedule II Canadian Lenders, as applicable) shall, by notice to the
Canadian Borrower and the Canadian Lenders, designate another Schedule I
Canadian Lender or Schedule II Canadian Lender, as applicable, as a Schedule I
Canadian Reference Lender or a Schedule II Canadian Reference Lender, as
applicable, so that there shall at all times be at least two Schedule I Canadian
Reference Lenders and two Schedule II Canadian Reference Lenders.

              (d)   Each U.S. and Canadian Reference Lender shall use its best
efforts to furnish quotations of rates to the applicable Administrative Agent as
contemplated hereby. If any of the U.S. or Canadian Reference Lenders shall be
unable or shall otherwise fail to supply such rates to the applicable
Administrative Agent upon its request, the rate of interest shall, subject to
the provisions of subsection 10.7, be determined on the basis of the quotations
of the remaining U.S. or Canadian Reference Lenders or Reference Lender, as
applicable.

              10.7  Inability to Determine Interest Rate. If prior to the first
day of any Interest Period:

              (a)   the General Administrative Agent shall have determined
       (which determination shall be conclusive and binding upon the Borrowers)
       that, by reason of circumstances affecting the relevant market, adequate
       and reasonable means do not exist for ascertaining the Eurodollar Rate or
       the Eurocurrency Rate, as the case may be, for such Interest Period, or

              (b)   the General Administrative Agent has received notice from
       the Majority U.S. Lenders that the Eurodollar Rate or Eurocurrency Rate,
       as the case may be, determined or to be determined for such Interest
       Period will not adequately and fairly


<PAGE>   80
                                                                              73


       reflect the cost to such U.S. Lenders of making or maintaining their
       Eurodollar Loans or Multicurrency Loans, as the case may be, during such
       Interest Period,

the General Administrative Agent shall give telecopy or telephonic notice
thereof to the U.S. Borrower and the U.S. Lenders as soon as practicable
thereafter. Until such time as the Eurodollar Rate or the Eurocurrency Rate, as
the case may be, can be determined by the General Administrative Agent in the
manner specified in the definitions of such terms in subsection 1.1, no further
Eurodollar Loans or Multicurrency Loans (with respect to the Available Currency
for which the Eurocurrency Rate cannot be determined only) shall be continued as
such at the end of the then current Interest Periods or (other than any
Eurodollar Loans or Multicurrency Loans previously requested and with respect to
which the Eurodollar Rate or Eurocurrency Rate, as the case may be, was
determined) shall be made, nor shall the U.S. Borrower have the right to convert
ABR Loans into Eurodollar Loans.

              10.8  Pro Rata Treatment and Payments. (a) (i) Except as provided
in subsection 2.5, each borrowing of U.S. Revolving Credit Loans by the U.S.
Borrower from the U.S. Lenders hereunder shall be made pro rata according to the
Funding Commitment Percentages of the U.S. Lenders in effect on the date of such
borrowing. Each payment by the U.S. Borrower on account of any facility fee
hereunder shall be allocated by the General Administrative Agent among the U.S.
Lenders in accordance with the respective amounts which such U.S. Lenders are
entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S.
Revolving Credit Commitments of the U.S. Lenders shall be allocated by the
General Administrative Agent among the U.S. Lenders pro rata according to the
U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as
provided in subsection 2.5 or subsection 10.4(d), each payment (other than any
optional prepayment) by the U.S. Borrower on account of principal of or interest
on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the
General Administrative Agent pro rata according to the respective principal
amounts thereof then due and owing to each U.S. Lender. Each optional prepayment
by the U.S. Borrower on account of principal of or interest on the U.S.
Revolving Credit Loans shall be allocated by the General Administrative Agent
pro rata according to the respective outstanding principal amounts thereof. All
payments (including prepayments) to be made by the U.S. Borrower hereunder
(other than with respect to Multicurrency Loans), whether on account of
principal, interest, fees or otherwise, shall be made without set-off or
counterclaim and shall be made prior to 12:00 Noon, New York City time, on the
due date thereof to the General Administrative Agent, for the account of the
U.S. Lenders, at the General Administrative Agent's office specified in
subsection 18.2, in Dollars and in immediately available funds. The General
Administrative Agent shall distribute such payments to the U.S. Lenders entitled
to receive the same promptly upon receipt in like funds as received.

              (ii)  Each borrowing of Canadian Revolving Credit Loans by the
Canadian Borrower from the Canadian Lenders hereunder shall be made, and any
reduction of the Canadian Revolving Credit Commitments of the Canadian Lenders
shall be allocated by the Canadian Administrative Agent, pro rata according to
the Canadian Revolving Credit Commitment Percentages of the Canadian Lenders.
Except as provided in subsection 10.4(d), each payment (other than any optional
prepayment) by the Canadian Borrower on account of



<PAGE>   81
                                                                              74



principal of or interest on the Canadian Revolving Credit Loans shall be
allocated by the Canadian Administrative Agent pro rata according to the
respective principal amounts of the Canadian Revolving Credit Loans then due and
owing to each Canadian Lender. Each optional prepayment by the Canadian Borrower
on account of principal of or interest on the Canadian Revolving Credit Loans
shall be allocated by the Canadian Administrative Agent pro rata according to
the respective outstanding principal amounts thereof. All payments (including
prepayments) to be made by the Canadian Borrower hereunder, whether on account
of principal, interest, fees or otherwise, shall be made without set-off or
counterclaim and shall be made prior to 12:00 Noon, Toronto time, on the due
date thereof to the Canadian Administrative Agent, for the account of the
Canadian Lenders, at the Canadian Administrative Agent's office specified in
subsection 18.2, in Canadian Dollars and in immediately available funds. The
Canadian Administrative Agent shall distribute such payments to the Canadian
Lenders entitled to receive the same promptly upon receipt in like funds as
received.

              (iii) Each borrowing of Multicurrency Loans by the U.S. Borrower
or any Foreign Subsidiary Borrower shall be made, and any reduction of the
Multicurrency Commitments shall be allocated by the General Administrative
Agent, pro rata according to the Multicurrency Commitment Percentages of the
Multicurrency Lenders. Except as provided in subsection 10.4(d), each payment
(including each prepayment) by the U.S. Borrower or a Foreign Subsidiary
Borrower on account of principal of and interest on Multicurrency Loans shall be
allocated by the General Administrative Agent pro rata according to the
respective principal amounts of the Multicurrency Loans then due and owing by
such Foreign Subsidiary Borrower to each Multicurrency Lender. All payments
(including prepayments) to be made by a Borrower hereunder in respect of
Multicurrency Loans, whether on account of principal, interest, fees or
otherwise, shall be made without set-off or counterclaim and shall be made at or
before the payment time for the currency of such Multicurrency Loan set forth in
the Administrative Schedule, on the due date thereof to the General
Administrative Agent, for the account of the Multicurrency Lenders, at the
payment office for the currency of such Multicurrency Loan set forth in the
Administrative Schedule, in the currency of such Multicurrency Loan and in
immediately available funds. The General Administrative Agent shall distribute
such payments to the Multicurrency Lenders entitled to receive the same promptly
upon receipt in like funds as received.

              (iv)  If any payment hereunder (other than payments on the
Eurodollar Loans, the Multicurrency Loans and the Acceptances) becomes due and
payable on a day other than a Business Day, the maturity of such payment shall
be extended to the next succeeding Business Day, and, with respect to payments
of principal, interest thereon shall be payable at the then applicable rate
during such extension. If any payment on a Eurodollar Loan or a Multicurrency
Loan becomes due and payable on a day other than a Business Day, the maturity of
such payment shall be extended to the next succeeding Business Day (and, with
respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension) unless the result of such extension would
be to extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Business Day. Acceptances may
only mature on a Business Day.


<PAGE>   82
                                                                              75


              (b)   A payment in euro shall be deemed to have been made by the
General Administrative Agent on the date on which it is required to be made
under this Agreement if the General Administrative Agent has, on or before that
date, taken all relevant steps to make that payment. With respect to the payment
of any amount denominated in euro, the General Administrative Agent shall not be
liable to any Borrower or any of the Lenders in any way whatsoever for any
delay, or the consequences of any delay, in the crediting to any account of any
amount required by this Agreement to be paid by the General Administrative Agent
if the General Administrative Agent shall have taken all relevant steps to
achieve, on the date required by this Agreement, the payment of such amount in
immediately available, freely transferable, cleared funds in the euro unit to
the account with the bank in the principal financial center in the Participating
Member State which the relevant Borrower or, as the case may be, any Lender
shall have specified for such purpose. In this paragraph (b), "all relevant
steps" means all such steps as may be prescribed from time to time by the
regulations or operating procedures of such clearing or settlement system as the
General Administrative Agent may from time to time determine for the purpose of
clearing or settling payments of euro.

              (c)   Unless the applicable Administrative Agent shall have been
notified in writing by any Lender prior to a Borrowing Date that such Lender
will not make the amount that would constitute its share of such borrowing
available to such Administrative Agent, such Administrative Agent may assume
that such Lender is making such amount available to such Administrative Agent,
and such Administrative Agent may, in reliance upon such assumption, make
available to the applicable Borrower a corresponding amount. If such amount is
not made available to such Administrative Agent by the required time on the
Borrowing Date therefor, such Lender shall pay to such Administrative Agent, on
demand, such amount with interest thereon at a rate per annum equal to (i) the
daily average Federal Funds Effective Rate (in the case of a borrowing of U.S.
Revolving Credit Loans or CAF Advances), (ii) the Canadian Administrative
Agent's reasonable estimate of its average daily cost of funds (in the case of a
borrowing of Canadian Revolving Credit Loans or Acceptances) and (iii) the
General Administrative Agent's reasonable estimate of its average daily cost of
funds (in the case of a borrowing of Multicurrency Loans), in each case for the
period until such Lender makes such amount immediately available to such
Administrative Agent. A certificate of such Administrative Agent submitted to
any Lender with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error. If such Lender's share of such
borrowing is not made available to such Administrative Agent by such Lender
within three Business Days of such Borrowing Date, the applicable Borrower shall
repay such Lender's share of such borrowing (together with interest thereon from
the date such amount was made available to such Borrower (i) at the rate per
annum applicable to ABR Loans hereunder (in the case of amounts made available
to the U.S. Borrower and amounts made available in U.S. Dollars to the Canadian
Borrower), (ii) at the rate per annum applicable to Prime Rate Loans hereunder
(in the case of amounts made available in Canadian Dollars to the Canadian
Borrower) and (iii) the General Administrative Agent's reasonable estimate of
its average daily cost of funds plus the Applicable Margin applicable to
Multicurrency Loans (in the case of a borrowing of Multicurrency Loans)) to such
Administrative Agent not later than three Business Days after receipt of written
notice from such Administrative Agent specifying such Lender's share of such
borrowing that was not made available to such Administrative Agent. Nothing
contained in this


<PAGE>   83
                                                                              76


subsection 10.8(b) shall prejudice any claims otherwise available to any
Borrower against any Lender as a result of such Lender's failure to make its
share of any borrowing available to an Administrative Agent for the account of a
Borrower.

              (d)   Any amount payable by the General Administrative Agent to
the Lenders under this Agreement in the currency of a Participating Member State
shall be paid in the euro unit.

              (e)   If, in relation to the currency of any Subsequent
Participant, the basis of accrual of interest or fees expressed in this
Agreement with respect to such currency shall be inconsistent with any
convention or practice in the London Interbank Market or, as the case may be,
the Paris Interbank Market for the basis of accrual of interest or fees in
respect of the euro, such convention or practice shall replace such expressed
basis effective as of and from the date on which such Subsequent Participant
becomes a Participating Member State; provided, that if any Multicurrency Loan
in the currency of such Subsequent Participant is outstanding immediately prior
to such date, such replacement shall take effect, with respect to such
Multicurrency Loan, at the end of the then current Interest Period.

              (f)   Without prejudice and in addition to any method of
conversion or rounding prescribed by any EMU Legislation and (i) without
prejudice to the respective liabilities for indebtedness of the Borrowers to the
Lenders and the Lenders to the Borrowers under or pursuant to this Agreement and
(ii) without increasing the Available Multicurrency Commitment of any Lender:

              (x)   the Multicurrency Loans and each reference in this Agreement
       to a minimum amount (or an integral multiple thereof) in a national
       currency denomination of a Subsequent Participant to be paid to or by the
       General Administrative Agent shall, immediately upon such Subsequent
       Participant becoming a Participating Member State, be replaced by a
       reference to such reasonably comparable and convenient amount (or an
       integral multiple thereof) in the euro unit as the General Administrative
       Agent may from time to time specify; and

              (y)   except as expressly provided in this subsection 10.8, each
       provision of this Agreement shall be subject to such reasonable changes
       of construction as the General Administrative Agent may from time to time
       specify to be necessary or appropriate to reflect the adoption of the
       euro in any Participating Member State and any relevant market
       conventions or practices relating to the euro.

              10.9  Illegality. (i) Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans or Multicurrency Loans as contemplated by this
Agreement, (a) the commitment of such Lender hereunder to make Eurodollar Loans
or Multicurrency Loans, continue Eurodollar Loans or Multicurrency Loans as such
and convert ABR Loans to Eurodollar Loans shall forthwith be cancelled until
such time as it shall no longer be unlawful for such Lender to make or maintain
the affected Loans, (b) such Lender's Loans then outstanding as Eurodollar
Loans, if any, shall be converted automatically to



<PAGE>   84
                                                                              77



ABR Loans on the respective last days of the then current Interest Periods with
respect to such Eurodollar Loans or within such earlier period as may be
required by law and (c) such Lender's Multicurrency Loans shall be prepaid on
the last day of the then current Interest Period with respect thereto. If any
such conversion of a Eurodollar Loan occurs on a day which is not the last day
of the then current Interest Period Interest Period with respect thereto, the
U.S. Borrower shall pay to such Lender such amounts, if any, as may be required
pursuant to subsection 10.11.

              (ii)  Notwithstanding any other provision herein, if the adoption
of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Canadian Lender to create or
maintain Acceptances as contemplated by this Agreement, (a) the commitment of
such Canadian Lender hereunder to accept Drafts, purchase Acceptances, continue
Acceptances as such and convert Canadian Revolving Credit Loans to Acceptances
shall forthwith be cancelled until such time as it shall no longer be unlawful
for such Canadian Lender to create or maintain Acceptances and (b) such Canadian
Lender's then outstanding Acceptances, if any, shall be converted automatically
to Prime Rate Loans on the respective maturities thereof or within such earlier
period as may be permitted and required by law.

              (iii) Notwithstanding any other provision herein, if the adoption
of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Canadian Lender to make or
maintain Canadian Base Rate Loans, (a) the commitment of such Canadian Lender
hereunder to make Canadian Base Rate Loans shall forthwith be cancelled until
such time as it shall no longer be unlawful for such Canadian Lender to make or
maintain Canadian Base Rate Loans and (b) such Canadian Lender's then
outstanding Canadian Base Rate Loans, if any, shall be converted automatically
to Canadian Dollars and Prime Rate Loans on the respective maturities thereof or
within such earlier period as may be permitted and required by law.

              10.10 Requirements of Law. (a) In the event that any Requirement
of Law (or any change therein or in the interpretation or application thereof)
or compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority:

              (i)   does or shall subject any Lender to any tax of any kind
       whatsoever with respect to this Agreement, any Note, any Acceptance
       created by it, any Letter of Credit issued or participated in by it or
       any Loans made by it, or change the basis of taxation of payments to such
       Lender of principal, fees, interest or any other amount payable hereunder
       (except for taxes covered by subsection 10.12 and changes in the rate of
       tax on the overall net income of such Lender);

              (ii)  does or shall impose, modify or hold applicable any reserve,
       special deposit, compulsory loan or similar requirement against assets
       held by, or deposits or other liabilities in or for the account of,
       advances or loans by, or other credit extended by, or any other
       acquisition of funds by, any office of such Lender which are not
       otherwise included in the determination of the Eurodollar Rate or
       Eurocurrency Rate, including,



<PAGE>   85
                                                                              78


       without limitation, the imposition of any reserves with respect to
       Eurocurrency Liabilities under Regulation D of the Board; or

              (iii) does or shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by any amount which such Lender deems to be material, of making, renewing or
maintaining advances or extensions of credit or to reduce any amount receivable
hereunder, in each case in respect of its Loans, its Acceptances or its
Participating Interests, then, in any such case, the applicable Borrower shall
promptly pay such Lender, upon receipt of its demand setting forth in reasonable
detail, any additional amounts necessary to compensate such Lender for such
additional cost or reduced amount receivable, such additional amounts together
with interest on each such amount from the date two Business Days after the date
demanded until payment in full thereof at the ABR. A certificate as to any
additional amounts payable pursuant to the foregoing sentence submitted by such
Lender, through the General Administrative Agent, to the applicable Borrower
shall be conclusive in the absence of manifest error. This covenant shall
survive the termination of this Agreement and payment of all amounts outstanding
hereunder.

              (b)   In the event that any Lender shall have determined that the
adoption of any law, rule, regulation or guideline regarding capital adequacy
(or any change therein or in the interpretation or application thereof) or
compliance by any Lender or any corporation controlling such Lender with any
request or directive regarding capital adequacy (whether or not having the force
of law) from any central bank or Governmental Authority, including, without
limitation, the issuance of any final rule, regulation or guideline, does or
shall have the effect of reducing the rate of return on such Lender's or such
corporation's capital as a consequence of its obligations hereunder to a level
below that which such Lender or such corporation could have achieved but for
such adoption, change or compliance (taking into consideration such Lender's or
such corporation's policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, after submission
by such Lender to the U.S. Borrower (with a copy to the General Administrative
Agent) of a written request therefor, the U.S. Borrower shall promptly pay to
such Lender such additional amount or amounts as will compensate such Lender for
such reduction.

              (c)   If the obligation of any Lender to make Eurodollar Loans or
Multicurrency Loans has been suspended pursuant to subsection 10.7 or 10.9 for
more than three consecutive months or any Lender has demanded compensation under
subsection 10.10(a) or 10.10(b), the U.S. Borrower shall have the right to
substitute a financial institution or financial institutions (which may be one
or more of the Lenders) reasonably satisfactory to the General Administrative
Agent by causing such financial institution or financial institutions to
purchase the rights (by paying to such Lender the principal amount of its
outstanding Loans together with accrued interest thereon and all other amounts
accrued for its account or owed to it hereunder and executing an Assignment and
Acceptance) and to assume the obligations of such Lender under the Loan
Documents. Upon such purchase and assumption by such substituted financial
institution or financial institutions, the obligations of such Lender hereunder
shall be discharged;


<PAGE>   86
                                                                              79



provided such Lender shall retain its rights hereunder with respect to periods
prior to such substitution including, without limitation, its rights to
compensation under this subsection 10.10.

              10.11 Indemnity. Each Borrower agrees to indemnify each Lender and
to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by such Borrower in payment
when due of the principal amount of or interest on any Loans of such Lender, (b)
default by such Borrower in making a borrowing or conversion after the Borrower
has given a notice of borrowing or a notice of conversion in accordance with
this Agreement, (c) default by such Borrower in making any prepayment after such
Borrower has given a notice in accordance with this Agreement, (d) the making of
a prepayment of a Eurodollar Loan or Multicurrency Loan on a day which is not
the last day of an Interest Period with respect thereto or the making by the
U.S. Borrower of a prepayment of Money Market Rate Swing Line Loans on a day
which is not the last day of the interest period with respect thereto,
including, without limitation, in each case, any such loss or expense arising
from the reemployment of funds obtained by it or from fees payable to terminate
the deposits from which such funds were obtained, or (e) the prepayment of an
Acceptance or an Acceptance Note on a day which is not the maturity date
thereof, including, without limitation, in each case, any such loss or expense
arising from the reemployment of funds obtained by it to maintain its Eurodollar
Loans or Multicurrency Loans hereunder or from fees payable to terminate the
deposits from which such funds were obtained. A certificate as to any such loss
or expense submitted by such Lender shall be conclusive, absent manifest error.
This covenant shall survive termination of this Agreement and payment of all
amounts outstanding hereunder.

              10.12 Taxes. (a) All payments made by any Borrower under this
Agreement shall be made free and clear of, and without reduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority excluding, in the case of each Administrative Agent and each Lender,
income or franchise taxes imposed on such Administrative Agent or such Lender by
the jurisdiction under the laws of which such Administrative Agent or such
Lender is organized or any political subdivision or taxing authority thereof or
therein or by any jurisdiction in which such Lender's lending office is located
or any political subdivision or taxing authority thereof or therein or as a
result of a connection between such Lender and any jurisdiction other than a
connection resulting solely from entering into this Agreement (all such
non-excluded taxes, levies, imposts, deductions, charges or withholdings being
thereinafter called "Taxes"). Subject to the provisions of subsection 10.12(d),
if any Taxes are required to be withheld from any amounts payable by such
Borrower to any Administrative Agent or any Lender hereunder or under the Notes,
the amounts so payable to such Administrative Agent or such Lender shall be
increased to the extent necessary to yield to such Administrative Agent or such
Lender (after payment of all Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement and the
Notes. Whenever any Taxes are paid by any Borrower with respect to payments made
in connection with this Agreement, as promptly as possible thereafter, such
Borrower shall send to the applicable Administrative Agent for its own account
or for the account of such Lender, as the case may be, a certified copy of an
original official receipt received by such Borrower showing payment thereof.
Subject to the provisions



<PAGE>   87
                                                                              80



of subsection 10.12(d), if any Borrower fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the applicable Administrative
Agent the required receipts or other required documentary evidence, such
Borrower shall indemnify such Administrative Agent and the Lenders for any
incremental taxes, interest or penalties that may become payable by such
Administrative Agent or any Lenders as a result of any such failure.

              (b)   Each U.S. Lender that is not incorporated or organized under
the laws of the United States of America or a state thereof agrees that, prior
to the first date any payment is due to be made to it hereunder or under any
Note, it will deliver to the U.S. Borrower and the General Administrative Agent
two valid, duly completed copies of United States Internal Revenue Service Form
W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in
each case that such Lender is entitled to receive payments by the U.S. Borrower
under this Agreement and the Notes payable to it, without deduction or
withholding of any United States federal income taxes; provided, however, that
any Lender that is not the beneficial owner of a payment (as defined in Treasury
Regulation Section 1.1441-1(c)(6)) and is unable to provide a Form W-8BEN or
W-8ECI may provide the U.S. Borrower and the General Administrative Agent with a
validly, duly executed copy of IRS Form W-8IMY and all necessary attachments to
establish that it is entitled to receive payments without deduction of any U.S.
federal income taxes. Each Lender which delivers to the U.S. Borrower and the
General Administrative Agent a Form W-8BEN or W-8ECI or W-8IMY pursuant to the
preceding sentences further undertakes to deliver to the U.S. Borrower and the
General Administrative Agent two further copies of the said Form W-8BEN or
W-8ECI or W-8IMY, or successor applicable forms, or other manner or
certification, as the case may be, on or before the date that any such form
expires or becomes obsolete or otherwise is required to be resubmitted as a
condition to obtaining an exemption from withholding tax, or after the
occurrence of any event requiring a change in the most recent form previously
delivered by it to the U.S. Borrower, and such extensions or renewals thereof as
may reasonably be requested by the U.S. Borrower, certifying in the case of a
Form W-8BEN or W-8ECI or W-8IMY or successor applicable form that such Lender is
entitled to receive payments by the U.S. Borrower under this Agreement without
deduction or withholding of any United States federal income taxes unless any
change in treaty, law or regulation or official interpretation thereof has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such letter or form with respect
to it and such Lender advises the U.S. Borrower that it is not capable of
receiving payments without any deduction or withholding of United States federal
income tax or any deduction or withholding of United States backup withholding
tax.

              (c)   Each Multicurrency Lender shall, upon request by a Foreign
Subsidiary Borrower (or the U.S. Borrower on its behalf), within a reasonable
period of time after such request, deliver to such Foreign Subsidiary Borrower
or the applicable governmental or taxing authority, as the case may be, any form
or certificate required in order that any payment by such Foreign Subsidiary
Borrower under this Agreement or any Notes to such Lender may be made free and
clear of, and without deduction or withholding for or on account of any Taxes
(or to allow any such deduction or withholding to be at a reduced rate) imposed
on such payment under the laws of the jurisdiction under which such Foreign
Subsidiary Borrower is incorporated or


<PAGE>   88
                                                                              81



organized, provided that such Lender is legally entitled to complete, execute
and deliver such form or certificate and in such Lender's reasonable judgment
such completion, execution or submission would not materially prejudice the
legal position of such Lender.

              (d)   Neither the U.S. Borrower nor any other Borrower shall be
required to pay any additional amounts to any Administrative Agent or any Lender
(or Transferee except to the extent such Transferee's transferor was entitled,
at the time of transfer, to receive additional amounts from the U.S. Borrower)
in respect of Taxes pursuant to subsection 10.12(a) if (i) the obligation to pay
such additional amounts would not have arisen but for a failure by the General
Administrative Agent or such Lender (or Transferee) to comply with the
requirements of subsection 10.12(b) or (c) (or in the case of a Transferee, the
requirements of subsection 18.6(h)).

              (e)   The Canadian Borrower shall not be requested to pay any
additional amounts pursuant to this subsection 10.12 to any Canadian Lender in
respect of any time after which such Canadian Lender has ceased to maintain its
status as a resident of Canada for the purposes of the Tax Act.

              (f)   Each Lender agrees to use reasonable efforts (including
reasonable efforts to change its lending office) to avoid or to minimize any
amounts which might otherwise be payable pursuant to this subsection 10.12;
provided, however, that such efforts shall not impose on such Lender any
additional costs or legal or regulatory burdens deemed by such Lender in its
reasonable judgment to be material.

              (g)   The agreements in subsection 10.12(a) shall survive the
termination of this Agreement and the payment of the Notes and all other amounts
payable hereunder until the expiration of the applicable statute of limitations
for such taxes.

              10.13 Assignment of Commitments Under Certain Circumstances. (a)
In the event that any Lender shall have delivered a notice or certificate
pursuant to subsection 10.10 or any Borrower has been required to pay any Taxes
in respect of any Lender pursuant to subsection 10.12, the U.S. Borrower shall
have the right, at its own expense, upon notice to such Lender and the General
Administrative Agent, to require such Lender to transfer and assign without
recourse (in accordance with and subject to the restrictions contained in
subsection 18.6) all its interests, rights and obligations under this Agreement
to another bank or financial institution identified by the U.S. Borrower and
reasonably acceptable to the General Administrative Agent (subject to the
restrictions contained in subsection 18.6) which shall assume such obligations;
provided that (i) no such assignment shall conflict with any law, rule or
regulation or order of any Governmental Authority and (ii) the Borrower or the
assignee, as the case may be, shall pay to the transferor Lender in immediately
available funds on the date of such assignment the principal of and interest
accrued to the date of payment on the Loans made by it hereunder and all other
amounts accrued for its account or owed to it hereunder, including, without
limitation, amounts payable pursuant to subsection 10.10 and any amounts that
would be payable under Subsection 10.11 if such amount were a prepayment made in
the amount and on the date of such assignment.


<PAGE>   89
                                                                              82


              (b)   In the event that any Multicurrency Lender (including a
Transferee) does not, for any reason, deliver all forms and certificates
required to permit all payments by all Foreign Subsidiary Borrowers hereunder to
be made free and clear of, and without deduction or withholding for or on
account of, any Taxes, the U.S. Borrower may, so long as no Event of Default has
occurred and is continuing, require such Multicurrency Lender, upon five
Business Days' prior written notice from the U.S. Borrower, to assign the entire
then outstanding principal amount of the Multicurrency Loans owing to such
Multicurrency Lender and the entire Multicurrency Commitment of such
Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which,
after giving effect to such assignment, will have a U.S. Revolving Credit
Commitment in excess of its Multicurrency Commitment. In the case of any such
assignment to another Lender, such assignee Lender shall assign to such assignor
Multicurrency Lender a principal amount of outstanding U.S. Revolving Credit
Loans owing to such assignee Lender equal to the lesser of (i) the U.S. Dollar
Equivalent of the amount of Multicurrency Loans assigned to such assignee Lender
and (ii) the aggregate outstanding principal amount of U.S. Revolving Credit
Loans owing to such assignee Lender. Any such assignments pursuant to the two
precedent sentences shall be effected in accordance with subsection 18.6(c) and,
as a condition to such assignment, simultaneously with such assignment, the U.S.
Borrower shall pay or cause to be paid all amounts due to the assignor
Multicurrency Lender and the assignee Lender hereunder on the effective date of
such assignments.

              10.14 Use of Proceeds. The proceeds of the Loans shall be used to
refinance all amounts under the Existing Credit Facility and for general
corporate purposes of the U.S. Borrower and its Subsidiaries, including
acquisitions permitted hereunder.

              SECTION 11.    REPRESENTATIONS AND WARRANTIES

              To induce the Lenders to enter into this Agreement and to make the
Loans, and to induce the Issuing Lender to issue Letters of Credit, each
Borrower hereby represents and warrants to each Administrative Agent and to each
Lender that:

              11.1  Financial Statements. The audited consolidated balance
sheets of the U.S. Borrower as of December 31, 2000 and the related statements
of income and cash flow for the fiscal year ending on such date, heretofore
furnished to the General Administrative Agent and the Lenders and certified by a
Responsible Officer of the U.S. Borrower are complete and correct in all
material respects and fairly present the financial condition of the U.S.
Borrower on such date. All such financial statements, including the related
schedules and notes thereto, have been prepared in conformity with GAAP applied
on a consistent basis (subject to normal year-end adjustments). All liabilities,
direct and contingent, of the U.S. Borrower on such date required to be
disclosed pursuant to GAAP are disclosed in such financial statements.

              11.2  No Change. There has been no material adverse change in the
business, operations, assets or financial or other condition of the U.S.
Borrower and its Subsidiaries taken as a whole from that reflected on the
financial statements dated December 31, 2000 referred to in subsection 11.1.


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              11.3  Existence; Compliance with Law. The U.S. Borrower and each
of its Material Subsidiaries (a) is duly organized, validly existing and in good
standing (or the functional equivalent thereof in the case of Foreign
Subsidiaries) under the laws of the jurisdiction of its organization, (b) has
the corporate or partnership power and authority, as the case may be, and the
legal right, to own and operate its property, to lease the property it operates
as lessee and to conduct the business in which it is currently engaged, (c) is
duly qualified as a foreign corporation or partnership, as the case may be, and
in good standing (or the functional equivalent thereof in the case of Foreign
Subsidiaries) under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
except where the failure to be so qualified and in good standing would not,
individually or in the aggregate, have a material adverse effect on the
business, operations, property or financial or other condition of the U.S.
Borrower and its Subsidiaries taken as a whole and would not adversely affect
the ability of any Loan Party to perform its respective obligations under the
Loan Documents to which it is a party and (d) is in compliance with all
Requirements of Law, except to the extent that the failure to comply therewith
would not reasonably be expected to have, individually or in the aggregate, a
material adverse effect on the business, operations, assets or financial or
other condition of the U.S. Borrower and its Subsidiaries taken as a whole and
would not reasonably be expected to adversely affect the ability of any Loan
Party to perform its obligations under the Loan Documents to which it is a
party.

              11.4  Power; Authorization; Enforceable Obligations. (a) Each Loan
Party has the corporate or partnership power and authority, as the case may be,
and the legal right, to execute, deliver and perform each of the Loan Documents
to which it is a party or to which this Agreement requires it to become a party.
The U.S. Borrower has the corporate power and authority to borrow hereunder and
has taken all necessary corporate action to authorize the borrowings on the
terms and conditions of this Agreement and the U.S. Revolving Credit Notes. The
Canadian Borrower has the partnership power and authority to borrow hereunder
and has taken all necessary partnership action to authorize the borrowings on
the terms and conditions of this Agreement and the Canadian Revolving Credit
Notes. Each Loan Party has taken all necessary corporate or partnership action,
as the case may be, to authorize the execution, delivery and performance of each
of the Loan Documents to which it is a party or to which this Agreement requires
it to become a party.

              (b)   No consent or authorization of, filing with or other act by
or in respect of any Person (including, without limitation, any Governmental
Authority) is required in connection with the borrowings hereunder or with the
execution, delivery, performance, validity or enforceability of the Loan
Documents or the consummation of any of the transactions contemplated hereby or
thereby, except for consents, authorizations, or filings which have been
obtained and are in full force and effect.

              (c)   This Agreement and each other Loan Document to which any
Loan Party is a party has been, and each other Loan Document to be executed by a
Loan Party hereunder will be, duly executed and delivered on behalf of such Loan
Party. This Agreement and each other Loan Document to which any Loan Party is a
party constitutes, and each other Loan


<PAGE>   91
                                                                              84



Document to be executed by a Loan Party hereunder will constitute, a legal,
valid and binding obligation of such Loan Party enforceable against such Loan
Party in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).

              11.5  No Legal Bar; Senior Debt. The execution, delivery and
performance by each Loan Party of the Loan Documents to which it is a party, the
borrowings hereunder and the use of the proceeds thereof, (a) will not violate
any Requirement of Law or any Contractual Obligation of the U.S. Borrower or any
other Loan Party (including, without limitation, the 9 1/2% Subordinated Note
Indenture and the Subordinated Note Indenture) except for violations of
Requirements of Law and Contractual Obligations (other than such Indentures)
which, individually or in the aggregate will not have a material adverse effect
on the business, operations, property or financial or other condition of the
U.S. Borrower and its Subsidiaries taken as a whole and will not adversely
affect the ability of any Loan Party to perform its obligations under any of the
Loan Documents to which it is a party and (b) will not result in, or require,
the creation or imposition of any Lien (other than the Liens created by the
Security Documents) on any of its or their respective properties or revenues
pursuant to any Requirement of Law or Contractual Obligation. The Obligations of
the U.S. Borrower constitute "Senior Indebtedness" benefiting from the
subordination provisions contained in the Subordinated Debt, except to the
extent that such Obligations are owed to an Affiliate of the U.S. Borrower.

              11.6  No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the U.S. Borrower, overtly threatened by or against the U.S.
Borrower or any of its Subsidiaries or against any of its or their respective
properties or revenues (a) with respect to any Loan Document or any of the
transactions contemplated hereby or thereby, (b) which would reasonably be
expected to have a material adverse effect on the business, operations, property
or financial or other condition of the U.S. Borrower and its Subsidiaries taken
as a whole or (c) which would be reasonably expected to adversely affect the
ability of any Loan Party to perform its obligations under any of the Loan
Documents to which it is a party.

              11.7  No Default. Neither the U.S. Borrower nor any of its
Subsidiaries is in default under or with respect to any Contractual Obligation
or any order, award or decree of any Governmental Authority or arbitrator
binding upon it or any of its properties in any respect which would have a
material adverse effect on the business, operations, property or financial or
other condition of the U.S. Borrower and its Subsidiaries taken as a whole or
which would adversely affect the ability of any Loan Party to perform its
obligations under any of the Loan Documents to which it is a party. No Default
or Event of Default has occurred and is continuing.

              11.8  Ownership of Property; Liens. The U.S. Borrower and each of
its Material Subsidiaries has good record and marketable title in fee simple to,
or a valid and subsisting leasehold interest in all its material real property,
and good title to all its other property, and none of such property is subject
to any Lien, except as permitted in subsection 14.3 and except, in each case,
where any failure to have good title or a valid and subsisting leasehold



<PAGE>   92
                                                                              85


interest or the existence of any Lien would not reasonably be expected to have a
material adverse effect on the business, operations, property or financial or
other condition of the U.S. Borrower and its Subsidiaries taken as a whole.

              11.9   Taxes. (a) The U.S. Borrower and each of its Material
Subsidiaries has filed or caused to be filed all tax returns which to the
knowledge of the U.S. Borrower are required to be filed and has paid all taxes
shown to be due and payable on said returns or on any assessments made against
it or any of its property and all other taxes, fees or other charges imposed on
it or any of its property by any Governmental Authority (other than those which,
in the aggregate, are not substantial in amount or those the amount or validity
of which are currently being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided on
the books of the U.S. Borrower or its Subsidiaries, as the case may be and
except insofar as the failure to make such filings or payments would not
reasonably be expected to have a material adverse effect on the business,
operations, property or financial condition of the U.S. Borrower and its
Subsidiaries taken as a whole); and (b) no tax lien (other than a Lien permitted
in subsection 14.3) has been filed and, to the knowledge of the U.S. Borrower,
no claim is being asserted with respect to any such tax, fee or other charge.

              11.10  Securities Law, etc. Compliance. All transactions
contemplated by this Agreement and the other Loan Documents comply in all
material respects with all applicable laws and any rules and regulations
thereunder, including takeover, disclosure and other federal, state and foreign
securities law and Regulations T, U and X of the Federal Reserve Board.

              11.11  ERISA. As to each Plan other than a Multiemployer Plan,
neither a Reportable Event nor an "accumulated funding deficiency" (within the
meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during
the five-year period prior to the date on which this representation is made or
deemed made with respect to any Plan, and each Plan has complied in all material
respects with the applicable provisions of ERISA and the Code. No termination of
a Single Employer Plan has occurred and no Lien under the Code or ERISA in favor
of PBGC or a Single Employer Plan has arisen during the five-year period prior
to the date as of which this representation is deemed made. The present value of
all accrued benefits under each Single Employer Plan maintained by the U.S.
Borrower or any Commonly Controlled Entity (based on those assumptions used to
fund the Plans) did not, as of the last annual valuation date prior to the date
on which this representation is made or deemed made, exceed the value of the
assets of such Plan allocable to such accrued benefits, either individually or
in the aggregate with all other Single Employer Plans under which such accrued
benefits exceed such assets, by more than $125,000,000. Neither the U.S.
Borrower nor any Commonly Controlled Entity has had a complete or partial
withdrawal from any Multiemployer Plan during the five year period prior to the
date as of which this representation is made or deemed made, and neither the
U.S. Borrower nor any Commonly Controlled Entity would become subject to
liability under ERISA in the aggregate which exceeds $145,000,000 if the U.S.
Borrower or any such Commonly Controlled Entity were to withdraw completely from
all Multiemployer Plans as of the valuation date most closely preceding the date
hereof, and no such withdrawal is likely to occur. No such Multiemployer Plan is
in Reorganization or Insolvent. The present value (determined using



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actuarial and other assumptions which are reasonable in respect of the benefits
provided and the employees participating) of the liability of the U.S. Borrower
and each Commonly Controlled Entity for post retirement benefits to be provided
to their current and former employees under Plans which are welfare benefit
plans (as defined in Section 3(1) of ERISA) does not, in the aggregate, exceed
the assets under all such Plans allocable to such benefits by an amount in
excess of $145,000,000.

              11.12  Investment Company Act; Other Regulations. The U.S.
Borrower is not an "investment company" within the meaning of the Investment
Company Act of 1940, as amended. The U.S. Borrower is not subject to regulation
under any federal or state statute or regulation which limits its ability to
incur Indebtedness.

              11.13  Subsidiaries, etc. The Subsidiaries of the U.S. Borrower as
of the Closing Date are those listed on Schedule VI. The U.S. Borrower owns, as
of the Closing Date, the percentage of the issued and outstanding Capital Stock
or other evidences of the ownership of each Subsidiary listed on Schedule VI as
set forth on such Schedule. Except as disclosed on Schedule VI, no such
Subsidiary has issued any securities convertible into shares of its Capital
Stock (or other evidence of ownership) or any options, warrants or other rights,
to acquire such shares or securities convertible into such shares (or other
evidence of ownership), and the outstanding stock and securities (or other
evidence of ownership) of such Subsidiaries are owned by the U.S. Borrower and
its Subsidiaries free and clear of all Liens, warrants, options or rights of
others of any kind whatsoever except for Liens permitted by subsection 14.3.

              11.14  Accuracy and Completeness of Information. All information,
reports and other papers and data with respect to the U.S. Borrower or this
Agreement or any transaction contemplated hereby furnished to the Lenders by the
U.S. Borrower or on behalf of the U.S. Borrower, were, at the time the same were
so furnished, complete and correct in all material respects, or have been
subsequently supplemented by other information, reports or other papers or data,
to the extent necessary to give the Lenders a true and accurate knowledge of the
subject matter in all material respects. All projections with respect to the
U.S. Borrower and its Subsidiaries, so furnished by the U.S. Borrower, as
supplemented, were prepared and presented in good faith by the U.S. Borrower, it
being recognized by the Lenders that such projections as to future events are
not to be viewed as facts and that actual results during the period or periods
covered by any such projections may differ materially from the projected
results. No document furnished or statement made in writing to the Lenders by
the U.S. Borrower in connection with the negotiation, preparation or execution
of this Agreement contains any untrue statement of a material fact, or, to the
knowledge of the U.S. Borrower after due inquiry, omits to state any such
material fact necessary in order to make the statements contained therein not
misleading, in either case which has not been corrected, supplemented or
remedied by subsequent documents furnished or statements made in writing to the
Lenders.

              11.15  Security Documents. Each Pledge Agreement is effective to
create in favor of the General Administrative Agent, for the ratable benefit of
the Lenders, a legal, valid and enforceable security interest in the pledged
assets described therein. Each Pledge Agreement



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                                                                              87


constitutes a fully perfected first Lien on, and security interest in, all
right, title and interest of the Loan Party thereto in the pledged assets
described therein.

              11.16  Patents, Copyrights, Permits and Trademarks. Each of the
U.S. Borrower and its Subsidiaries owns, or has a valid license or sub-license
in, all domestic and foreign letters patent, patents, patent applications,
patent and know-how licenses, inventions, technology, permits, trademark
registrations and applications, trademarks, trade names, trade secrets, service
marks, copyrights, product designs, applications, formulae, processes and the
industrial property rights ("Proprietary Rights") used in the operation of its
businesses in the manner in which they are currently being conducted and which
are material to the business, operations, assets or financial or other condition
of the U.S. Borrower and its Subsidiaries taken as a whole. Neither the U.S.
Borrower nor any of its Subsidiaries is aware of any existing or threatened
infringement or misappropriation of any Proprietary Rights of others by the U.S.
Borrower or any of its Subsidiaries or of any Proprietary Rights of the U.S.
Borrower or any of its Subsidiaries by others which is material to the business
operations, assets or financial or other condition of the U.S. Borrower and its
Subsidiaries taken as a whole.

              11.17  Environmental Matters. Except as disclosed in Schedule VII,
and other than such exceptions to any of the following that would not reasonably
be expected to give rise to a material adverse effect on the business,
operations, property or financial condition of the U.S. Borrower and its
Subsidiaries taken as a whole:

              (a)    To the best knowledge of the U.S. Borrower and its
       Subsidiaries, after reasonable investigation, the Properties do not
       contain, and have not previously contained, any Hazardous Materials in
       amounts or concentrations or under such conditions which (A) constitute a
       violation of, or (B) could reasonably give rise to any liability under
       any applicable Environmental Laws.

              (b)    To the best knowledge of the U.S. Borrower and its
       Subsidiaries, after reasonable investigation, the Properties and all
       operations at the Properties are in compliance, and have been in
       compliance for the time period that each of the Properties has been owned
       by the U.S. Borrower or its Subsidiaries, with all Environmental Laws,
       and there is no contamination at, on or under the Properties, or
       violation of any Environmental Laws with respect to the Properties which
       could interfere with the continued operation of the Properties or impair
       the fair saleable value thereof. Neither the U.S. Borrower nor any
       Subsidiary has knowingly assumed any liability, by contract or otherwise,
       of any person under any Environmental Laws.

              (c)    Neither the U.S. Borrower nor any of its Subsidiaries has
       received any Environmental Complaint with regard to any of the Properties
       or the operations of the U.S. Borrower or any of its Subsidiaries, nor
       does the U.S. Borrower or any of its Subsidiaries have knowledge or
       reason to believe that any such notice will be received or is being
       threatened.

              (d)    To the best knowledge of the U.S. Borrower and its
       Subsidiaries, based on the U.S. Borrower's and the Subsidiaries'
       customary practice of contracting only with



<PAGE>   95
                                                                              88


       licensed haulers for removal of Hazardous Materials from the Properties
       only to facilities authorized to receive such Hazardous Materials,
       Hazardous Materials have not been transported or disposed of from the
       Properties in violation of, or in a manner or to a location which could
       reasonably give rise to liability under, Environmental Laws, nor have any
       Hazardous Materials been generated, treated, stored or disposed of at, on
       or under any of the Properties in violation of, or in a manner that could
       reasonably give rise to liability under any Environmental Laws.

              (e)    No judicial proceedings or governmental or administrative
       action is pending, or, to the knowledge of the U.S. Borrower and its
       Subsidiaries, threatened, under any Environmental Law to which the U.S.
       Borrower and its Subsidiaries are or will be named as a party with
       respect to the Properties, nor are there any consent decrees or other
       decrees, consent orders, administrative orders or other orders, or other
       administrative or judicial requirements outstanding under any
       Environmental Law with respect to the Properties.

              (f)    To the best knowledge of the U.S. Borrower and its
       Subsidiaries after reasonable investigation, there has been no release or
       threat of release of Hazardous Materials at or from the Properties, or
       arising from or related to the operations of the U.S. Borrower or its
       Subsidiaries in connection with the Properties in violation of or in
       amounts or in a manner that could reasonably give rise to liability under
       any Environmental Laws.

              SECTION 12.    CONDITIONS PRECEDENT

              12.1   Conditions to Closing Date. The Closing Date shall occur on
the date of satisfaction of the following conditions precedent:

              (a)   Agreement. The General Administrative Agent shall have
       received counterparts of this Agreement, duly executed by a Responsible
       Officer of each Borrower and by each Agent, each Lender having a
       Commitment hereunder and Lenders constituting the Majority Lenders (as
       defined in the Existing Credit Agreement).

              (b)   Subsidiary Guarantee. The General Administrative Agent shall
       have received the Subsidiary Guarantee duly executed by each guarantor
       party thereto.

              (c)   Pledge Agreements. The General Administrative Agent shall
       have received (i) the Pledge Agreement, duly executed by each pledgor
       party thereto and (ii) a confirmation of the German Subsidiary Pledge, in
       form and substance reasonably satisfactory to the General Administrative
       Agent.

              (d)   Pledged Stock; Stock Powers. The General Administrative
       Agent shall have received the certificates representing the shares
       pledged pursuant to the Pledge Agreement, together with an undated stock
       power for each such certificate executed in blank by a duly authorized
       officer of the pledgor thereof.


<PAGE>   96
                                                                              89


              (e)   Perfection Actions. The General Administrative Agent shall
       have received evidence in form and substance satisfactory to it that all
       filings, recordings, registrations and other actions necessary or, in the
       opinion of the General Administrative Agent, desirable to perfect the
       Liens created by the Pledge Agreement shall have been completed.

              (f)   [Reserved.]

              (g)   [Reserved.]

              (h)   Consents. The General Administrative Agent shall have
       received, and made available to each Lender, true and correct copies (in
       each case certified as to authenticity on such date by a duly authorized
       officer of the U.S. Borrower) of all documents and instruments, including
       all consents, authorizations and filings, required under any Requirement
       of Law or by Contractual Obligation of the U.S. Borrower or any of its
       Subsidiaries, in connection with the execution, delivery, performance,
       validity and enforceability of this Agreement and the other Loan
       Documents, and such consents, authorizations and filings shall be
       satisfactory in form and substance to the Lenders and be in full force
       and effect.

              (i)   Incumbency Certificates. The General Administrative Agent
       shall have received, with a copy for each Lender, a certificate of the
       Secretary or Assistant Secretary of each Domestic Loan Party and the
       Canadian Borrower, dated the Closing Date, as to the incumbency and
       signature of their respective officers executing each Loan Document to be
       entered into on the Closing Date to which it is a party, together with
       satisfactory evidence of the incumbency of such Secretary or Assistant
       Secretary.

              (j)   Corporate Proceedings. The General Administrative Agent
       shall have received, with a copy for each Lender, a copy of the
       resolutions in form and substance satisfactory to the General
       Administrative Agent, of the Board of Directors (or the executive
       committee or other governing authority thereof) of each Domestic Loan
       Party and the Canadian Borrower authorizing (i) the execution, delivery
       and performance of each Loan Document to be entered into on the Closing
       Date to which it is a party, and (ii) the granting by it of the pledge
       and security interests, if any, granted by it pursuant to such Loan
       Document, certified by their respective Secretary or an Assistant
       Secretary as of the Closing Date, which certificate shall state that the
       resolutions thereby certified have not been amended, modified, revoked or
       rescinded as of the date of such certificate.

              (k)   Fees. The General Administrative Agent shall have received
       all fees required to be paid to the General Administrative Agent and/or
       the Lenders pursuant to Section 10.5 and/or any other written agreement
       on or prior to the Closing Date.

              (l)   Legal Opinion of Counsel to U.S. Borrower. The General
       Administrative Agent shall have received, with a copy for each Lender, an
       opinion, dated the Closing Date, of Winston & Strawn, special counsel to
       the U.S. Borrower and its Subsidiaries and



<PAGE>   97
                                                                              90


       in substantially the form of Exhibit L and covering such other matters
       incident to the transactions contemplated hereby as the Lenders may
       reasonably require.

              (m)   Legal Opinion of Canadian Counsel; Other Legal Opinions. The
       General Administrative Agent shall have received, with a copy for each
       Lender, (i) an opinion of Torys, Canadian counsel to the U.S. Borrower
       and the Canadian Borrower, in substantially the form of Exhibit M and
       covering such other matters incident to the transactions contemplated
       hereby as the General Administrative Agent may reasonably require and
       (ii) a legal opinion of counsel in the jurisdiction of incorporation of
       each Foreign Subsidiary Borrower that is a party hereto on the Closing
       Date, in form and substance reasonably acceptable to the General
       Administrative Agent.

              (n)   Indentures. The General Administrative Agent shall have
       received a certified true copy of the outstanding Subordinated Debt
       Indentures and the Senior Notes Indenture and, if the 2001 Eurobonds have
       been issued on or prior to the Closing Date, the 2001 Eurobond Indenture.

              (o)   Existing Credit Agreement. The General Administrative Agent
       shall have received evidence that all amounts payable to lenders under
       the Existing Credit Agreement shall have been paid.

              (p)   Intercreditor Agreement. The Intercreditor Agreement shall
       have been duly executed and delivered by the parties thereto.

              12.2  Conditions to Each Extension of Credit. The agreement of
each Lender to make any Extension of Credit requested to be made by it on any
date (including, without limitation, the Closing Date), is subject to the
satisfaction of the following conditions precedent as of the date such Extension
of Credit is requested to be made:

              (a)   Representations and Warranties. The representations and
       warranties made by each of the Loan Parties in or pursuant to the Loan
       Documents shall be true and correct in all material respects on and as of
       such date as if made on and as of such date (except that any
       representation or warranty which by its terms is made as of a specified
       date shall be true and correct in all material respects as of such
       specified date).

              (b)   No Default. No Default or Event of Default shall have
       occurred and be continuing on such date or after giving effect to the
       Extension of Credit requested to be made on such date.

              (c)   Foreign Subsidiary Opinion. If such requested Extension of
       Credit is the initial Multicurrency Loan to be made to any Foreign
       Subsidiary Borrower that is not a party to this Agreement on the Closing
       Date, the General Administrative Agent shall have received (with a copy
       for each Lender) a Foreign Subsidiary Opinion in respect of such Foreign
       Subsidiary Borrower.

<PAGE>   98
                                                                              91



Each Extension of Credit made to a Borrower hereunder shall constitute a
representation and warranty by such Borrower as of the date of such Extension of
Credit that the conditions contained in this subsection 12.2 have been
satisfied.

              SECTION 13. AFFIRMATIVE COVENANTS

              The U.S. Borrower hereby agrees that, so long as the Commitments
(or any of them) remain in effect, any Loan, Acceptance Reimbursement
Obligation, Acceptance Note, Reimbursement Obligation or Subsidiary
Reimbursement Obligation remains outstanding and unpaid or any other amount is
owing to any Lender or either Administrative Agent hereunder or under any other
Loan Document, the U.S. Borrower shall and shall cause each of its Subsidiaries
to:

              13.1  Financial Statements. Furnish to each Lender (or to the
General Administrative Agent on behalf of such Lender):

              (a)   as soon as available, but in any event within 95 days after
       the end of each fiscal year of the U.S. Borrower, a copy of the audited
       consolidated balance sheet of the U.S. Borrower and its consolidated
       Subsidiaries as at the end of such year and the related consolidated
       statements of income and cash flows for such year, setting forth in each
       case in comparative form the figures for the previous year, reported on
       without a "going concern" or like qualification or exception, or
       qualification arising out of the scope of the audit, by independent
       certified public accountants of nationally recognized standing; and

              (b)   as soon as available, but in any event not later than 50
       days after the end of each of the first three quarterly periods of each
       fiscal year of the U.S. Borrower, the unaudited consolidated balance
       sheet of the U.S. Borrower and its consolidated Subsidiaries as at the
       end of each such quarter and the related unaudited consolidated
       statements of income and cash flows of the U.S. Borrower and its
       consolidated Subsidiaries for such quarter and the portion of the fiscal
       year through such date, setting forth in each case in comparative form
       the figures for the corresponding quarterly period of the previous year,
       certified by a Responsible Officer (subject to normal year-end audit
       adjustments).

The U.S. Borrower covenants and agrees that all such financial statements shall
be complete and correct in all material respects and shall be prepared in
reasonable detail and in accordance with GAAP (subject, in the case of interim
statements, to normal year-end adjustments and to the fact that such financial
statements may be abbreviated and may omit footnotes or contain incomplete
footnotes) applied consistently throughout the periods reflected therein (except
as approved by such accountants or officer, as the case may be, and disclosed
therein).

              13.2  Certificates; Other Information. Furnish to each Lender (or
to the General Administrative Agent on behalf of such Lender):

              (a)   concurrently with the delivery of the financial statements
       referred to in subsection 13.1(a), a certificate of the independent
       certified public accountants reporting



<PAGE>   99
                                                                              92


       on such financial statements stating that in making the examination
       necessary therefor no knowledge was obtained of any Default or Event of
       Default, except as specified in such certificate;

              (b)   concurrently with the delivery of the financial statements
       referred to in subsection 13.1(a) and (b), a certificate of a Responsible
       Officer of the U.S. Borrower (i) stating that such Responsible Officer
       has obtained no knowledge of any Default or Event of Default except as
       specified in such certificate, (ii) stating, to the best of such
       Responsible Officer's knowledge, that all such financial statements are
       complete and correct in all material respects (subject, in the case of
       interim statements, to normal year-end audit adjustments) and have been
       prepared in reasonable detail and in accordance with GAAP applied
       consistently throughout the periods reflected therein (except as
       disclosed therein) and (iii) showing in detail the calculations
       supporting such statements in respect of subsection 14.1;

              (c)   promptly upon receipt thereof, copies of all final reports
       submitted to the U.S. Borrower by independent certified public
       accountants in connection with each annual, interim or special audit of
       the books of the U.S. Borrower made by such accountants, including,
       without limitation, any management letter commenting on the U.S.
       Borrower's internal controls submitted by such accountants to management
       in connection with their annual audit;

              (d)   promptly after the same are sent, copies of all financial
       statements and reports which the U.S. Borrower sends to its public equity
       holders, and within five days after the same are filed, copies of all
       financial statements and reports which the U.S. Borrower may make to, or
       file with, the Securities and Exchange Commission or any successor or
       analogous Governmental Authority; and

              (e)   promptly, subject to reasonable confidentiality requirements
       and confidentiality agreements to which the U.S. Borrower or any of its
       Subsidiaries is a party, such additional financial and other information
       as any Lender may from time to time reasonably request.

              13.3  Performance of Obligations. Perform in all material respects
all of its obligations under the terms of each material mortgage, indenture,
security agreement and other debt instrument by which it is bound or to which it
is a party and pay, discharge or otherwise satisfy at or before maturity or
before they become delinquent, as the case may be, all its material obligations
of whatever nature, except when the amount or validity thereof is currently
being contested in good faith by appropriate proceedings and reserves in
conformity with GAAP with respect thereto have been provided for on the books of
the U.S. Borrower or its Subsidiaries, as the case may be.

              13.4  Conduct of Business, Maintenance of Existence and Compliance
with Obligations and Laws. Continue to engage in business of the same general
type as now conducted by it and preserve, renew and keep in full force and
effect its corporate existence and take all reasonable action to maintain all
rights, privileges and franchises necessary or desirable


<PAGE>   100
                                                                              93



in the normal conduct of its business except as otherwise permitted pursuant to
subsection 14.5 and except, with respect to the corporate existence of
Subsidiaries that are not Loan Parties and any rights, privileges and
franchises, to the extent that the Board of Directors of the U.S. Borrower shall
determine in good faith that the preservation or maintenance thereof is no
longer desirable in the conduct of the business of the U.S. Borrower and its
Subsidiaries; comply with all Contractual Obligations and Requirements of Law
except to the extent that failure to comply therewith would not reasonably be
expected to have, individually or in the aggregate, a material adverse effect on
the business, operations, property or financial or other condition of the U.S.
Borrower and its Subsidiaries taken as a whole and would not reasonably be
expected to adversely affect the ability of the U.S. Borrower or any of its
Subsidiaries to perform their respective obligations under any of the Loan
Documents to which they are a party.

              13.5   Maintenance of Property; Insurance. Keep all property
useful and necessary in its business in good working order and condition where
the failure to maintain such property in good working order and condition would
reasonably be expected to have a material adverse effect on the business,
operations, property or financial condition of the U.S. Borrower and its
Subsidiaries taken as a whole; maintain with financially sound and reputable
insurance companies such insurance coverage as is reasonable for the business
activities of the U.S. Borrower and its Subsidiaries; and furnish to the General
Administrative Agent, upon written request, full information as to the insurance
carried.

              13.6   Inspection of Property; Books and Records; Discussions.
Keep proper books of records and account in which full, true and correct entries
in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities; and permit
representatives of any Lender (subject to reasonable confidentiality
requirements) to visit and inspect any of its properties and examine and make
abstracts from any of its books and records upon reasonable notice and at any
reasonable time and as often as may reasonably be desired, and to discuss the
business, operations, properties and financial and other condition of the U.S.
Borrower and its Subsidiaries with officers and employees of the U.S. Borrower
and its Subsidiaries and, provided the U.S. Borrower is given an opportunity to
participate, with its independent certified public accountants.

              13.7 Notices. Promptly give notice to the General Administrative
Agent and each Lender:

              (a) of the occurrence of any Default or Event of Default;

              (b) of any (i) default or event of default under any Contractual
       Obligation of the U.S. Borrower or any of its Subsidiaries or (ii)
       litigation, investigation or proceeding which may exist at any time
       between the U.S. Borrower or any of its Subsidiaries and any Governmental
       Authority, which in the case of either clause (i) or (ii) above, would
       reasonably be expected to have a material adverse effect on the business,
       operations, property or financial condition of the U.S. Borrower and its
       Subsidiaries taken as a whole or would reasonably be expected to
       adversely affect the ability of the U.S. Borrower or any of its
       Subsidiaries to perform their respective obligations under any of the
       Loan Documents to which they are a party;


<PAGE>   101
                                                                              94


              (c) of any litigation or proceeding affecting the U.S. Borrower or
       any of its Subsidiaries in which the then reasonably anticipated exposure
       of the U.S. Borrower and its Subsidiaries is $20,000,000 or more and not
       covered by insurance, or in which injunctive or similar relief is sought
       which is then reasonably anticipated to have an adverse economic effect
       on the U.S. Borrower and its Subsidiaries of $20,000,000 or more;

              (d) of the following events, as soon as possible and in any event
       within 30 days after the U.S. Borrower knows or has reason to know
       thereof: (i) the occurrence or expected occurrence of any Reportable
       Event with respect to any Single Employer Plan, a failure to make any
       required contribution to any Single Employer Plan, unless such failure is
       cured within such 30 days, any Lien under the Code or ERISA in favor of
       the PBGC or a Single Employer Plan, or any withdrawal from, or the
       termination, Reorganization or Insolvency of any Multiemployer Plan or
       (ii) the institution of proceedings or the taking of any other action by
       the PBGC or the U.S. Borrower or any Commonly Controlled Entity or any
       Multiemployer Plan with respect to the withdrawal from, or the
       termination, Reorganization or Insolvency of, any Single Employer or
       Multiemployer Plan, where, in connection with any of the events described
       in clauses (i) or (ii), the resulting liability would reasonably be
       expected to cause a material adverse change in the business, assets,
       operations or financial condition of the U.S. Borrower and its
       Subsidiaries taken as a whole;

              (e) of any Environmental Complaint which would reasonably be
       expected to have a material adverse effect on the business, operations,
       property or financial condition of the U.S. Borrower and its
       Subsidiaries, taken as a whole, and any notice from any Person of (i) the
       occurrence of any release, spill or discharge of any Hazardous Material
       that is reportable under any Environmental Law, (ii) the commencement of
       any clean up pursuant to or in accordance with any Environmental Law of
       any Hazardous Material at, on, under or within the Property or any part
       thereof or (iii) any other condition, circumstance, occurrence or event,
       any of which would reasonably be expected to have a material adverse
       effect on the business, operations, property or financial condition of
       the U.S. Borrower and its Subsidiaries, taken as a whole, under any
       Environmental Law;

              (f) of (i) the incurrence of any Lien (other than Liens permitted
       pursuant to subsection 14.3) on, or claim asserted against any of the
       collateral security in the Security Documents or (ii) the occurrence of
       any other event which could reasonably be expected to have a material
       adverse effect on the aggregate value of the collateral under any
       Security Document; and

              (g) of a material adverse change in the business, operations,
       property or financial condition of the U.S. Borrower and its Subsidiaries
       taken as a whole.

Each notice pursuant to this subsection 13.7 shall be accompanied by a statement
of a Responsible Officer of the U.S. Borrower setting forth details of the
occurrence referred to therein and stating what action the U.S. Borrower
proposes to take with respect thereto.


<PAGE>   102
                                                                              95


              13.8  Maintenance of Liens of the Security Documents. Promptly,
upon the reasonable request of any Lender, at the U.S. Borrower's expense,
execute, acknowledge and deliver, or cause the execution, acknowledgment and
delivery of, and thereafter register, file or record, or cause to be registered,
filed or recorded, in an appropriate governmental office, any document or
instrument supplemental to or confirmatory of the Security Documents or
otherwise deemed by the General Administrative Agent necessary or desirable for
the continued validity, perfection and priority of the Liens on the collateral
covered thereby.

              13.9  Environmental Matters. (a) Comply in all material respects
with, and use all reasonable efforts to ensure compliance in all material
respects by all tenants and subtenants, if any, with, all Environmental Laws and
all requirements existing thereunder and obtain and comply in all material
respects with and maintain, and use all reasonable efforts to ensure that all
tenants and subtenants obtain, comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or
permits required by Environmental Laws.

              (b)   Promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities regarding Environmental
Laws, other than such orders and directives as to which an appeal has been taken
in good faith and the pendency of any and all such appeals does not materially
and adversely affect the U.S. Borrower or any Subsidiary or the operations of
the U.S. Borrower or any Subsidiary.

              (c)   Defend, indemnify and hold harmless the General
Administrative Agent and the Lenders and their Affiliates, and their respective
employees, agents, officers and directors, from and against any claims, demands,
penalties, fines, liabilities, settlements, damages, costs and expenses of
whatever kind or nature known or unknown, contingent or otherwise, arising out
of, or in any way relating to the violation of, noncompliance with or liability
under any Environmental Laws applicable to the U.S. Borrower or its Subsidiaries
or the Properties, or any orders, requirements or demands of Governmental
Authorities related thereto, including, without limitation, attorney's and
consultant's fees, investigation and laboratory fees, response costs, court
costs and litigation expenses, except to the extent that any of the foregoing
arise solely out of the gross negligence or willful misconduct of the party
seeking indemnification therefor. This indemnity shall continue in full force
and effect regardless of the termination of this Agreement.

              13.10 Security Documents; Guarantee Supplement. (a) [Reserved].

              (b)   As soon as possible and in no event later than 45 days after
the delivery of any financial statements under subsection 13.1(a) or (b), for
any fiscal period ending on or after March 31, 2001, cause (i) all of the
Capital Stock owned directly or indirectly by the U.S. Borrower of each of the
U.S. Borrower's direct or indirect Domestic Subsidiaries (other than any
Excluded Subsidiary) which on the date of such financial statements constituted
at least 10% of Consolidated Assets or for the twelve month period ended on the
date of such financial statements represented at least 10% of Consolidated
Revenues to be pledged to the General Administrative Agent, in its capacity as
Agent pursuant to the Intercreditor Agreement, pursuant to a pledge agreement in
form and substance satisfactory to the General Administrative Agent, (ii) 65% of
the Capital Stock (or such lesser amount as may be owned by the U.S. Borrower)
of



<PAGE>   103
                                                                              96



each of the U.S. Borrower's direct Foreign Subsidiaries which on the date of
such financial statements constituted at least 10% of Consolidated Assets or for
the twelve month period ended on the date of such financial statements
represented at least 10% of Consolidated Revenues to be pledged to the General
Administrative Agent, in its capacity as Agent pursuant to the Intercreditor
Agreement, for the ratable benefit of the Lenders hereunder and the lenders
parties to the Other Revolving Credit Agreement, pursuant to a pledge agreement
in form and substance satisfactory to the General Administrative Agent, and
(iii) the General Administrative Agent, in its capacity as Agent pursuant to the
Intercreditor Agreement, to receive, with a counterpart for each Lender, legal
opinions of counsel to the U.S. Borrower acceptable to the General
Administrative Agent covering such matters in respect of such pledges as the
General Administrative Agent shall reasonably request.

              (c)   As soon as possible and in no event later than 45 days after
the delivery of any financial statements under subsection 13.1(a) or (b) for any
fiscal period ending on or after March 31, 2001, cause (i) each of the U.S.
Borrower's direct and indirect Domestic Subsidiaries (other than any Excluded
Subsidiary) which on the date of such financial statements constituted 10% of
Consolidated Assets or for the twelve month period ended on the date of such
financial statements represented at least 10% of Consolidated Revenues to
execute and deliver a Guarantee Supplement to the General Administrative Agent,
in its capacity as Agent pursuant to the Intercreditor Agreement, and (ii) the
General Administrative Agent, in its capacity as Agent pursuant to the
Intercreditor Agreement, to receive, with a counterpart for each Lender,
opinions of counsel to the U.S. Borrower, in form and substance satisfactory to
the General Administrative Agent, covering such matters in respect of the
Subsidiary Guarantee as the General Administrative Agent shall reasonably
request; provided, that, notwithstanding the foregoing, a Domestic Subsidiary
shall not be required to execute and deliver a Guarantee Supplement or otherwise
become a party to the Subsidiary Guarantee if (x) it is a holding company whose
only material asset consists of Capital Stock of one or more Foreign
Subsidiaries and (y) the Capital Stock of such Domestic Subsidiary is pledged to
the General Administrative Agent, in its capacity as Agent pursuant to the
Intercreditor Agreement and; provided further, that any Domestic Subsidiary of
the U.S. Borrower (whether or not such Subsidiary satisfies the criteria set
forth in clause (i) above in this paragraph (c)) which has guaranteed any Public
Indebtedness of the U.S. Borrower or any of its Subsidiaries shall be required
in any event to execute and deliver a Guarantee Supplement or otherwise become a
party to the Subsidiary Guarantee concurrently with entering into any such
guarantee of Public Indebtedness.

              (d)   (i) Cause to be pledged to the General Administrative Agent,
in its capacity as Agent pursuant to the Intercreditor Agreement, on the Closing
Date 100% of the Capital Stock of each Domestic Subsidiary (other than any
Excluded Subsidiary) which would have constituted more than 10% of Consolidated
Assets on December 31, 2000 or represented at least 10% of Consolidated Revenues
for the twelve-month period ended on December 31, 2000, and (ii) cause each
Domestic Subsidiary (other than any Excluded Subsidiary) described in the
foregoing clause (i) to be Subsidiary Guarantors on the Closing Date; provided,
that Lear Corporation (Germany) Ltd. shall not be required to be a Subsidiary
Guarantor and the U.S. Borrower shall not be required to pledge its Capital
Stock.


<PAGE>   104
                                                                              97


              SECTION 14.    NEGATIVE COVENANTS

              The U.S. Borrower hereby agrees that, so long as the Commitments
(or any of them) remain in effect, any Loan, Acceptance Reimbursement
Obligation, Acceptance Note, Reimbursement Obligation or Subsidiary
Reimbursement Obligation remains outstanding and unpaid or any other amount is
owing to any Lender or either Administrative Agent hereunder or under any other
Loan Document, the U.S. Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly:

              14.1  Financial Covenants.

              (a)   Interest Coverage. Permit the ratio of (i) Consolidated
Operating Profit for any four consecutive fiscal quarters ending during any
period set forth below to (ii) Consolidated Interest Expense for such four
consecutive fiscal quarters, to be less than the ratio set forth opposite such
period below:

<TABLE>
<CAPTION>

                            Period                               Ratio
                            ------                               -----

<S>                                                              <C>
              October 1, 2000 - December 31, 2001                3.00x
              January 1, 2002 - December 31, 2002                3.25x
              January 1, 2003 - thereafter                       3.50x
</TABLE>

              (b)   Leverage Ratio. Permit the Leverage Ratio at the end of any
fiscal quarter ending during any period set forth below to be greater than the
ratio set forth opposite such period below:

<TABLE>
<CAPTION>

                            Period                               Ratio
                            ------                               -----

<S>                                                              <C>
              October 1, 2000 - December 31, 2000                4.00x
              January 1, 2001 - December 31, 2001                3.75x
              January 1, 2002 - December 31, 2004                3.50x
              January 1, 2005 - thereafter                       3.25x
</TABLE>

              14.2  Limitation on Indebtedness. Permit any Subsidiary to create,
incur, assume or suffer to exist any Indebtedness, except:

              (a)   (i) Indebtedness in respect of the Extensions of Credit and
       other obligations arising under this Agreement and, without duplication,
       Indebtedness of any Subsidiary backed by Letters of Credit issued under
       this Agreement and (ii) Indebtedness in respect of extensions of credit
       under the Other Revolving Credit Agreement and, without duplication,
       Indebtedness of any Subsidiary backed by letters of credit issued under
       the Other Revolving Credit Agreement;

              (b)   [Reserved];


<PAGE>   105
                                                                              98


              (c)   Indebtedness in respect of Interest Rate Agreement
       Obligations and Currency Agreement Obligations entered into to protect
       against fluctuations in interest rates or exchange rates and not for
       speculative reasons;

              (d)   Indebtedness incurred by a Special Purpose Subsidiary in
       connection with a Receivable Financing Transaction;

              (e)   intercompany Indebtedness permitted by subsection 14.9; and

              (f)   other Indebtedness, subject to the provisions of subsection
       14.8.

              14.3  Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except (subject, in the case of Liens described in
paragraphs (o) through (t) below, to the provisions of subsection 14.8):

              (a)   Liens for taxes not yet due or which are being contested in
       good faith by appropriate proceedings; provided that adequate reserves
       with respect thereto are maintained on the books of the U.S. Borrower or
       its Subsidiaries, as the case may be, in conformity with GAAP (or, in the
       case of Foreign Subsidiaries, generally accepted accounting principles in
       effect from time to time in their respective jurisdictions of
       organization);

              (b)   carriers', warehousemen's, mechanics', materialmen's,
       repairmen's, suppliers or other like Liens arising in the ordinary course
       of business relating to obligations not overdue for a period of more than
       60 days or which are bonded or being contested in good faith by
       appropriate proceedings;

              (c)   pledges or deposits in connection with workers'
       compensation, unemployment insurance and other social security
       legislation, including any Lien securing letters of credit issued in the
       ordinary course of business in connection therewith and deposits securing
       liabilities to insurance carriers under insurance and self-insurance
       programs;

              (d)   Liens (other than any Lien imposed by ERISA) incurred on
       deposits to secure the performance of bids, trade contracts (other than
       for borrowed money), leases, statutory obligations, surety and appeal
       bonds, performance bonds, utility payments and other obligations of a
       like nature incurred in the ordinary course of business;

              (e)   easements, rights-of-way, restrictions and other similar
       encumbrances incurred which, in the aggregate, do not materially
       interfere with the ordinary conduct of the business of the U.S. Borrower
       and its Subsidiaries taken as a whole;

              (f)   Liens created pursuant to the Security Documents;


<PAGE>   106
                                                                              99


              (g)   attachment, judgment or other similar Liens arising in
       connection with court or arbitration proceedings fully covered by
       insurance or involving individually or in the aggregate, no more than
       $40,000,000 at any one time, provided that the same are discharged, or
       that execution or enforcement thereof is stayed pending appeal, within 60
       days or, in the case of any stay of execution or enforcement pending
       appeal, within such lesser time during which such appeal may be taken;

              (h)   Liens securing obligations (other than obligations
       representing Indebtedness for borrowed money) under operating, reciprocal
       easement or similar agreements entered into in the ordinary course of
       business;

              (i)   statutory Liens and rights of offset arising in the ordinary
       course of business of the U.S. Borrower and its Subsidiaries;

              (j)   Liens in connection with leases or subleases granted to
       others and the interest or title of a lessor or sublessor (other than the
       U.S. Borrower or any Subsidiary of the U.S. Borrower) under any lease;

              (k)   Liens arising in connection with Industrial Development
       Bonds or other industrial development, pollution control or other
       tax-favored or government-sponsored financing transactions, provided that
       such liens do not at any time encumber any property, other than the
       property financed by such transaction and other property, assets or
       revenues related to the property so financed on which Liens are
       customarily granted in connection with such transactions (in each case,
       together with improvements and attachments thereto);

              (l)   Liens on receivables subject to a Receivable Financing
       Transaction;

              (m)   Liens securing Indebtedness permitted by subsection 14.2(c)
       and any other Indebtedness in respect of Interest Rate Agreement
       Obligations or Currency Agreement Obligations entered into to protect
       against fluctuations in interest rates or exchange rates and not for
       speculative reasons, provided that such Liens run in favor of a Lender
       hereunder or a lender under the Other Revolving Credit Agreement;

              (n)   extensions, renewals and replacements of any Lien described
       in subsections 14.3(a) through (m) above;

              (o)   Liens (including, without limitation, Liens incurred in
       connection with Financing Leases, operating leases and sale-leaseback
       transactions) securing Indebtedness of the U.S. Borrower and its
       Subsidiaries permitted by subsection 14.2 incurred to finance the
       acquisition of property; provided that (i) such Liens shall be created
       substantially simultaneously with the purchase of such property, (ii)
       such Liens do not at any time encumber any property other than the
       property financed by such Indebtedness, (iii) the amount of Indebtedness
       secured thereby is not increased and (iv) the principal amount of
       Indebtedness secured by any such Lien shall at no time exceed 100% of the
       purchase price of such property;



<PAGE>   107
                                                                             100


              (p)   Liens securing the Indebtedness of Foreign Subsidiaries
       permitted by subsection 14.2, provided that such Liens permitted by this
       paragraph do not at any time encumber any property located in the United
       States;

              (q)   Liens securing reimbursement obligations with respect to
       documentary letters of credit permitted hereunder which encumber
       documents and other property relating to such letters of credit;

              (r)   Liens securing Acquired Indebtedness permitted by subsection
       14.2, provided, that (i) such Liens existed at the time such corporation
       became a Subsidiary or such assets were acquired and were not created in
       anticipation thereof, (ii) any such Lien does not by its terms cover any
       property or assets after the time such corporation became or becomes a
       Subsidiary or such assets were acquired which were not covered
       immediately prior thereto (and improvements and attachments thereto) and
       (iii) any such Lien does not by its terms secure any Indebtedness other
       than Indebtedness existing immediately prior to the time such corporation
       became or becomes a Subsidiary or such assets were acquired;

              (s)   except as otherwise provided for in subsections 14.3(a)
       through (n), Liens securing Indebtedness of Domestic Subsidiaries
       permitted under subsection 14.2;

              (t)   other Liens; and

              (u)   extensions, renewals and replacements of any Lien described
       in subsections 14.3(o) through (t) above.

              14.4  Limitation on Guarantee Obligations. Create, incur, assume
or suffer to exist any Guarantee Obligation except:

              (a) Guarantee Obligations of (i) the U.S. Borrower under this
       Agreement and the Other Revolving Credit Agreement and (ii) of the
       Domestic Subsidiaries under the Subsidiary Guarantee and any Bond
       Guarantee;

              (b) Guarantee Obligations of any Subsidiary Guarantor in respect
       of obligations of the U.S. Borrower or any other Subsidiary Guarantor,
       subject to the prepayment provisions of subsection 10.4(h);

              (c) Guarantee Obligations of any Subsidiary that is not a
       Subsidiary Guarantor in respect of obligations of any other Subsidiary
       that is not a Subsidiary Guarantor, subject to the prepayment provisions
       of subsection 10.4(h);

              (d) Guarantee Obligations in respect of operating leases;

              (e) Guarantee Obligations of the U.S. Borrower in respect of
       obligations of any Subsidiary that are permitted to be incurred under
       this Agreement; and

              (f) other Guarantee Obligations, subject to the provisions of
       subsection 14.8.

<PAGE>   108
                                                                             101



              14.5  Limitations on Fundamental Changes. Unless expressly
permitted under this Agreement, enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease, assign, transfer or
otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its present method of conducting
business, except:

              (a)   any Subsidiary of the U.S. Borrower may be merged or
       consolidated with or into the U.S. Borrower (provided that the U.S.
       Borrower shall be the continuing or surviving corporation) or with or
       into any one or more other Subsidiaries of the U.S. Borrower;

              (b)   any Subsidiary may sell, lease, transfer or otherwise
       dispose of any or all of its assets (upon voluntary liquidation or
       otherwise) to the U.S. Borrower or any other Subsidiary of the U.S.
       Borrower;

              (c)   the U.S. Borrower may merge or consolidate with any Person,
       provided that (A) the U.S. Borrower is the surviving corporation of such
       merger or consolidation, (B) after giving effect thereto, no Default or
       Event of Default is in existence and (C) if such merger or consolidation
       had occurred on the first day of the period of four full fiscal quarters
       most recently ended prior to the date of such event, the U.S. Borrower
       would have been in compliance with subsection 14.1 during such period of
       four full fiscal quarters; and

              (d)   any Subsidiary may be merged, consolidated or amalgamated
       with or into any Person, or may sell, lease, transfer or otherwise
       dispose of its assets (upon voluntary liquidation, dissolution or
       otherwise) to any Person or may liquidate, wind up or dissolve itself if
       (A) after giving effect thereto, no Default or Event of Default is in
       existence and (B) if such merger, consolidation, amalgamation, sale,
       lease, transfer or other disposition had occurred on the first day of the
       period of four fiscal quarters most recently ended prior to the date of
       such event, the U.S. Borrower would have been in compliance with
       subsection 14.1 during such period of four full fiscal quarters.

              14.6  Limitation on Sale of Assets. Convey, sell, lease, assign,
transfer or otherwise dispose of, any of its property, business or assets
(including, without limitation, receivables and leasehold interests) whether now
owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell
any shares of such Subsidiary's Capital Stock to any Person other than the U.S.
Borrower or any Wholly Owned Subsidiary (or to qualify directors if required by
applicable law or similar de minimis issuances of Capital Stock to comply with
Requirements of Law), except:

              (a)   the sale or other disposition of obsolete or worn out
       property or other property not necessary for operations disposed of in
       the ordinary course of business; provided that (i) the Net Proceeds of
       each such transaction are applied to obtain a replacement item or items
       of property within 120 days of the disposition thereof or (ii) the fair
       market value of any property not replaced pursuant to clause (i) above
       shall not exceed $20,000,000 in the aggregate in any one fiscal year of
       the U.S. Borrower;


<PAGE>   109
                                                                             102


              (b)   the sale of inventory or Cash Equivalents in the ordinary
       course of business;

              (c)   the sale of any property in connection with any sale and
       leaseback transaction;

              (d)   the sale by any Foreign Subsidiary of its accounts
       receivable; provided that the terms of each such sale are satisfactory in
       form and substance to the General Administrative Agent;

              (e)   the sale by any Domestic Subsidiary of its accounts
       receivable; provided that the terms of each such sale are satisfactory in
       form and substance to the General Administrative Agent;

              (f)   any sale or other disposition permitted under subsections
       14.5 or 14.9;

              (g)   any operating lease entered into in the ordinary course of
       business;

              (h)   any assignments or licenses of intellectual property in the
       ordinary course of business;

              (i)   any sale, contribution or transfer to or by a Special
       Purpose Subsidiary in connection with a Receivable Financing Transaction;
       and

              (j)   any sale or other disposition of assets if (A) after giving
       effect thereto and the application of the proceeds therefrom, no Default
       or Event of Default is in existence and (B) if such sale or other
       disposition had occurred on the first day of the period of four full
       final quarters most recently ended prior to the date of such sale or
       other disposition, the U.S. Borrower would have been in compliance with
       subsection 14.1 during such period of four full fiscal quarters.

              14.7  Limitation on Dividends. Declare or pay any dividend on, or
make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any shares of any class of Capital Stock of the U.S. Borrower or
any warrants or options to purchase any such stock, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of the U.S.
Borrower or any Subsidiary, except for (a) (i) payment by the U.S. Borrower of
amounts then owing to management personnel of the U.S. Borrower pursuant to the
terms of their respective employment contracts or under any employee benefit
plan, (ii) mandatory purchases by the U.S. Borrower of its common stock from
management personnel pursuant to the terms of their respective employment
agreements or any employee benefit plan, (iii) additional repurchases by the
U.S. Borrower of its common stock from management personnel, and other officers
or employees of the U.S. Borrower or any Subsidiary in an amount not to exceed
$35,000,000 in the aggregate and (iv) the purchase, redemption or retirement of
any shares of any Capital Stock of the U.S. Borrower or options to purchase
Capital Stock of the U.S. Borrower in connection with the exercise of



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outstanding stock options, (b) if no Default or Event of Default has occurred
and is continuing (or would occur and be continuing after giving effect thereto)
when any such dividend is declared by the Board of Directors of the U.S.
Borrower or such payment is made on the account of the purchase of Capital Stock
of the U.S. Borrower, cash dividends on the U.S. Borrower's Capital Stock or
such payments made on the account of the purchase of Capital Stock of the U.S.
Borrower not to exceed, in the aggregate, in any fiscal quarter (the "Payment
Quarter") an amount equal to the greater of (i) $25,000,000 and (ii) (A) 50%
(100% if the U.S. Borrower shall have attained Investment Grade Status) of
Consolidated Net Income of the U.S. Borrower and its consolidated Subsidiaries
for the period of four consecutive fiscal quarters ended immediately prior to
the Payment Quarter (such period of four quarters being the "Calculation Period"
in respect of such Payment Quarter), less (B) the cash amount of all (I)
dividends paid and redemptions made by the U.S. Borrower during such Calculation
Period in respect of Capital Stock and (II) payments made on the account of the
purchase of Capital Stock of the U.S. Borrower during such Calculation Period,
but only to the extent permitted by the terms of the outstanding Subordinated
Debt, (c) if (x) no Default or Event of Default has occurred and is continuing
(or would occur and be continuing after giving effect thereto) with respect to
such purchase of Capital Stock of the U.S. Borrower and (y) the Leverage Ratio
for the fiscal quarter then ended is equal to or less than 3.0 to 1.0, the U.S.
Borrower may from time to time and in addition to the amounts permitted under
clause (b) above purchase its Capital Stock in an aggregate amount of up to
$100,000,000 during the term of this Agreement and (d) dividends or
distributions in the form of additional shares of such Capital Stock or in
options, warrants or other rights to purchase Capital Stock.

              14.8  Limitation on Subsidiary and Secured Indebtedness. Create,
incur, assume or suffer to exist Subsidiary and Secured Indebtedness in an
aggregate principal amount at any time outstanding exceeding 10% of Consolidated
Assets at such time; or create, incur, assume or suffer to exist any
Indebtedness that constitutes Subsidiary and Secured Indebtedness and that is
secured by any Lien on any property, assets or receivables of the U.S. Borrower
or any of its Subsidiaries (other than Liens permitted by paragraphs (a) through
(n) of subsection 14.3) in an aggregate principal amount at any time exceeding
5% of Consolidated Assets at such time, provided that, in each case, the
proceeds of any Subsidiary and Secured Indebtedness constituting Public
Indebtedness incurred hereunder shall, to the extent required, be applied in
accordance with subsection 10.4(h).

              14.9  Limitation on Investments, Loans and Advances. Make or
suffer to exist any advance, loan, extension of credit or capital contribution
to, or purchase any stock, bonds, notes, debentures or other securities of or
any assets constituting a business unit of, or make any other investment in, any
Person, or acquire or invest in any interest in any Person, except:

              (a)   extensions of trade credit in the ordinary course of
       business;

              (b)   investments in Cash Equivalents;

              (c)   investments by Foreign Subsidiaries in high quality
       investments of a type similar to Cash Equivalents made outside of the
       United States of America;



<PAGE>   111
                                                                             104


              (d)   capital contributions and equity investments made prior to
       the date hereof in any Subsidiary or Special Entity and any
       recapitalization thereof not increasing the amounts thereof;

              (e)   (i) loans, advances, and extensions of credit by any
       Subsidiary to the U.S. Borrower and (ii) loans, advances, extensions of
       credit, capital contributions and other investments by the U.S. Borrower
       or any Subsidiary to or in any Subsidiary;

              (f)   the purchase by the U.S. Borrower or any Subsidiary of
       participating interests in loans to Foreign Subsidiaries; provided that
       the amount of each such participating interest does not exceed the amount
       which the U.S. Borrower or such Subsidiary would otherwise be permitted
       to lend or contribute to such Foreign Subsidiaries pursuant to this
       subsection 14.9;

              (g)   the U.S. Borrower and its Subsidiaries may acquire or invest
       in any Special Entities or the assets constituting a business unit of any
       Person that would be a Special Entity, provided that the aggregate
       purchase price of such acquisitions after the date hereof does not exceed
       $400,000,000 (less, in the case of Special Entities that become
       Subsidiaries of the U.S. Borrower, the aggregate amount of Indebtedness
       of such Special Entities at the time such Special Entities are acquired)
       per fiscal year; and provided, further, that up to $100,000,000 of such
       permitted amount which is not expended in any fiscal year may be carried
       over for such acquisitions in any subsequent fiscal year; and provided,
       still further, that no more than $150,000,000 per fiscal year of any such
       permitted amount may be expended to acquire stock or other evidence of
       beneficial ownership of Special Entities that do not become Subsidiaries
       of the U.S. Borrower;

              (h)   advances to employees in the ordinary course of business for
       travel, relocation and related expenses;

              (i)   investments received in connection with the bankruptcy or
       reorganization of suppliers, customers and other Persons having
       obligations in favor of the U.S. Borrower or any Subsidiary in settlement
       of delinquent obligations of, and other disputes with, customers,
       suppliers and such other Persons arising in the ordinary course of
       business;

              (j)   advances, loans, extensions of credit or other investments
       held by a Person at the time it becomes a Subsidiary of the U.S. Borrower
       in connection with an acquisition permitted hereunder; provided, that
       such advances, loans, extensions of credit or other investments have not
       been made in anticipation of such acquisition;

              (k)   other investments, advances, loans, extensions of credit and
       capital contributions by the U.S. Borrower and its Subsidiaries not
       exceeding $125,000,000 in the aggregate at any one time outstanding;

              (l)   [Reserved]; and


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                                                                             105



              (m)   investments in or acquisitions of companies or business
       units, in each case, engaged primarily in the manufacturing of automotive
       parts business and businesses related thereto so long as (i) no Default
       or Event of Default shall have occurred and be continuing before and
       after giving effect to such transaction, (ii) the U.S. Borrower would be
       in pro forma compliance with subsection 14.1 after giving effect to such
       transaction and (iii) such transaction is not the result of a hostile bid
       made by the U.S. Borrower or its Subsidiaries.

              14.10 Limitation on Optional Payments and Modification of Debt
Instruments; Certain Derivative Transactions. (a) Prepay, purchase, redeem,
retire, defease or otherwise acquire, or make any payment on account of any
principal of, interest on, or premium payable in connection with the prepayment,
redemption or retirement of any outstanding Subordinated Debt, except that the
U.S. Borrower may prepay, purchase or redeem Subordinated Debt with the proceeds
of the issuance of other subordinated Indebtedness of the U.S. Borrower or
Capital Stock of the U.S. Borrower; provided that, in the case of the issuance
of subordinated Indebtedness, either (i) the principal terms of such other
subordinated Indebtedness are no more restrictive, taken as a whole, to the U.S.
Borrower and its Subsidiaries than the principal terms of the Subordinated Debt
being repaid, purchased or redeemed or (ii) the terms and conditions of the
other subordinated Indebtedness are reasonably satisfactory to the General
Administrative Agent; provided, further, that, notwithstanding any provision
contained in this subsection 14.10, if no Default or Event of Default has
occurred and is continuing or would occur and be continuing as a result of the
following, the Subordinated Debt may be prepaid at any time without restriction;
(b) enter into any derivative transaction or similar transaction obligating the
U.S. Borrower or any of its Subsidiaries to make any payment (other than a
payment made in Capital Stock) to any other Person as a result of any change in
value or market price of Subordinated Debt or Capital Stock of the U.S.
Borrower; or (c) without the consent of the General Administrative Agent, amend,
modify or change, or consent or agree to any amendment, modification or change
to any of the terms of any Subordinated Debt (except that without the consent of
the General Administrative Agent or any Lender, the terms of the Subordinated
Debt may be amended, modified or changed if such amendment, modification or
change would extend the maturity or reduce the amount of any payment of
principal thereof, would reduce the rate or extend the date for payment of
interest thereon, would eliminate covenants (other than covenants with respect
to subordination to Indebtedness under this Agreement and, if applicable, the
Subsidiary Guarantee) or defaults in such Subordinated Debt or would make such
covenants or defaults less restrictive or make any other change that would not
require the consent of the holders of such Subordinated Debt).

              14.11 Transactions with Affiliates. Enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of property
or the rendering of any service, with any Affiliate unless such transactions are
otherwise permitted under this Agreement, or such transactions are in the
ordinary course of the U.S. Borrower's or such Subsidiary's business and are
upon fair and reasonable terms no less favorable to the U.S. Borrower or such
Subsidiary, as the case may be, than it would obtain in a comparable arm's
length transaction with a Person not an Affiliate; provided, however, that the
U.S. Borrower may engage, The Cypress Group, LLC or any Affiliate of The Cypress
Group, LLC as financial




<PAGE>   113
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advisor, underwriter, broker, dealer-manager or finder in connection with any
transaction at the then customary market rates for similar services.

              14.12 Corporate Documents. Amend its Certificate of Incorporation
or By-Laws, each as in effect on the Closing Date, if such amendment would
reasonably be expected to impair the ability of the Loan Parties to perform
their respective obligations under the Loan Documents to which they are a party.

              14.13 Fiscal Year. Permit the fiscal year of the U.S. Borrower to
end on a day other than December 31.

              14.14 Limitation on Restrictions Affecting Subsidiaries. Enter
into any agreement with any Person other than the Lenders pursuant hereto which
prohibits or limits the ability of any Subsidiary to (a) pay dividends or make
other distributions or pay any Indebtedness owed to the U.S. Borrower or any
Subsidiary, (b) make loans or advances to the U.S. Borrower or any Subsidiary or
(c) transfer any of its properties or assets to the U.S. Borrower or any
Subsidiary, except (i) prohibitions or restrictions under applicable law, (ii)
agreements and instruments governing or evidencing secured Indebtedness
otherwise permitted to be incurred under this Agreement that limits the right of
the borrower to (A) dispose of the assets securing such Indebtedness or (B) in
the case of any Foreign Subsidiary, to make dividends or distributions, (iii)
prohibitions or restrictions under agreements relating to Acquired Indebtedness
and any refinancings thereof, (iv) prohibitions or restrictions with respect to
the distribution or dispositions of assets or property in joint venture and
similar agreements entered into in the ordinary course of business, (v)
customary non-assignment provisions in leases and other agreements entered into
in the ordinary course of business, (vi) customary net worth provisions
contained in leases and other agreements entered into by a Subsidiary in the
ordinary course of business, (vii) customary restrictions with respect to a
Subsidiary pursuant to an agreement that has been entered into for the sale or
disposition of the assets or stock of such Subsidiary, (viii) (x) any such
restrictions existing by reasons of Contractual Obligations listed on Schedule
VIII or (y) Contractual Obligations in effect on the Closing Date affecting
Subsidiaries acquired in the UT Automotive Acquisition, (ix) any restrictions on
a Special Purpose Subsidiary, (x) restrictions on cash or other deposits or net
worth provisions under customer and supply agreements entered into in the
ordinary course of business, and (xi) any restrictions contained in any
instrument or agreement that refinances any Indebtedness or other obligations
which contains similar restrictions.

              14.15 Special Purpose Subsidiary. Permit (a) any Special Purpose
Subsidiary to engage in any business other than Receivable Financing
Transactions and activities directly related thereto or (b) at any time the U.S.
Borrower or any of its Subsidiaries (other than a Special Purpose Subsidiary) or
any of their respective assets to incur any liability, direct or indirect,
contingent or otherwise, in respect of any obligation of a Special Purpose
Subsidiary whether arising under or in connection with any Receivable Financing
Transaction or otherwise.

              14.16 Interest Rate Agreements. Enter into, or become a party to,
any Interest Rate Agreement that is speculative in nature.


<PAGE>   114
                                                                             107


              SECTION 15.    GUARANTEE

              15.1  Guarantee. (a) The U.S. Borrower hereby unconditionally and
irrevocably guarantees to the General Administrative Agent, for the ratable
benefit of the Administrative Agents and the Lenders and their respective
successors, indorsees, transferees and assigns, the prompt and complete payment
and performance by each of the other Borrowers when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations of the Subsidiaries.

              (b)   The U.S. Borrower further agrees to pay any and all expenses
(including, without limitation, all reasonable fees and disbursements of
counsel, provided that the U.S. Borrower shall only be required to pay the fees
and disbursements of (i) one counsel for the General Administrative Agent, (ii)
one counsel for the Canadian Administrative Agent, (iii) one counsel for the
Canadian Lenders, (iv) one counsel for the U.S. Lenders and (v) one counsel for
the General Administrative Agent and the Multicurrency Lenders in the
jurisdiction of each Foreign Subsidiary Borrower) which may be paid or incurred
by the Administrative Agents, or any Lender in enforcing, or obtaining advice of
counsel in respect of, any rights with respect to, or collecting, any or all of
the Obligations and/or enforcing any rights with respect to, or collecting
against, the U.S. Borrower under this Section. This Section shall remain in full
force and effect until the Obligations are paid in full and the Commitments are
terminated, notwithstanding that from time to time prior thereto any Borrower
may be free from any Obligations.

              (c)   No payment or payments made by any Borrower or any other
Person or received or collected by the Administrative Agents or any Lender from
any Borrower or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application, at any time or from time to time, in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of the U.S. Borrower hereunder which
shall, notwithstanding any such payment or payments, remain liable hereunder for
the Obligations until the Obligations are paid in full and the Commitments are
terminated.

              (d)   The U.S. Borrower agrees that whenever, at any time, or from
time to time, it shall make any payment to any Administrative Agent or any
Lender on account of its liability hereunder, it will notify such Administrative
Agent and such Lender in writing that such payment is made under this Section
for such purpose.

              15.2  No Subrogation. Notwithstanding any payment or payments made
by the U.S. Borrower hereunder, or any set-off or application of funds of the
U.S. Borrower by any Administrative Agent or any Lender, the U.S. Borrower shall
not be entitled to be subrogated to any of the rights of any Administrative
Agent or any Lender against the other Borrowers or against any collateral
security or guarantee or right of offset held by any Administrative Agent or any
Lender for the payment of the Obligations, nor shall the U.S. Borrower seek or
be entitled to seek any contribution or reimbursement from the other Borrowers
in respect of payments made by the U.S. Borrower hereunder, until all amounts
owing to the Administrative Agent and the Lenders by the other Borrowers on
account of the Obligations are paid in full and the Commitments are terminated.
If any amount shall be paid to the U.S. Borrower on account of


<PAGE>   115
                                                                             108


such subrogation rights at any time when all of the Obligations shall not have
been paid in full, such amount shall be held by the U.S. Borrower in trust for
the Administrative Agents and the Lenders, segregated from other funds of the
U.S. Borrower, and shall, forthwith upon receipt by the U.S. Borrower, be turned
over to the General Administrative Agent in the exact form received by the U.S.
Borrower (duly indorsed by the U.S. Borrower to the General Administrative
Agent, if required), to be applied against the Obligations, whether matured or
unmatured, in such order as the General Administrative Agent may determine.

              15.3  Amendments, etc. with respect to the Obligations; Waiver of
Rights. The U.S. Borrower shall remain obligated hereunder notwithstanding that,
without any reservation of rights against the U.S. Borrower, and without notice
to or further assent by the U.S. Borrower, any demand for payment of any of the
Obligations made by any Administrative Agent or any Lender may be rescinded by
such Administrative Agent or such Lender, and any of the Obligations continued,
and the Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by any Administrative Agent or any Lender, and any Loan Documents and
any other documents executed and delivered in connection therewith may be
amended, modified, supplemented or terminated, in whole or in part, in
accordance with the provisions thereof as the General Administrative Agent or
the Lenders (or the Majority Lenders, as the case may be) may deem advisable
from time to time, and any collateral security, guarantee or right of offset at
any time held by any Administrative Agent or any Lender for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released. None of any
Administrative Agent or any Lender shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the
Obligations or for this Agreement or any property subject thereto. When making
any demand hereunder against the U.S. Borrower, any Administrative Agent or any
Lender may, but shall be under no obligation to, make a similar demand on any
other Borrowers or any other guarantor, and any failure by any Administrative
Agent or any Lender to make any such demand or to collect any payments from any
such Borrower or any such other guarantor or any release of such Borrower or
such other guarantor shall not relieve the U.S. Borrower of its obligations or
liabilities hereunder, and shall not impair or affect the rights and remedies,
express or implied, or as a matter of law, of any Administrative Agent or any
Lender against the U.S. Borrower. For the purposes hereof "demand" shall include
the commencement and continuance of any legal proceedings.

              15.4  Guarantee Absolute and Unconditional. The U.S. Borrower
waives any and all notice of the creation, renewal, extension or accrual of any
of the Obligations and notice of or proof of reliance by any Administrative
Agent or any Lender upon this Agreement or acceptance of this Agreement; the
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance
upon this Agreement; and all dealings between the Borrowers and the U.S.
Borrower and the other Borrowers, on the one hand, and the Administrative Agents
and the Lenders, on the other, shall likewise be conclusively presumed to have
been had or consummated in reliance upon this Agreement. The U.S. Borrower
waives diligence, presentment, protest, demand for payment and notice of default
or nonpayment to or upon the other Borrowers and the U.S. Borrower with


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                                                                             109



respect to the Obligations. This Section 15 shall be construed as a continuing,
absolute and unconditional guarantee of payment without regard to (a) the
validity or enforceability of this Agreement, any other Loan Document, any of
the Obligations or any other collateral security therefor or guarantee or right
of offset with respect thereto at any time or from time to time held by any
Administrative Agent or any Lender, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by the Borrowers (other than the U.S. Borrower)
against any Administrative Agent or any Lender, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of the Borrowers or the U.S.
Borrower) which constitutes, or might be construed to constitute, an equitable
or legal discharge of the Borrowers for the Obligations, or of the U.S. Borrower
under this Section 15, in bankruptcy or in any other instance. When pursuing its
rights and remedies hereunder against the Borrower, any Administrative Agent and
any Lender may, but shall be under no obligation to, pursue such rights and
remedies as it may have against the other Borrowers or any other Person or
against any collateral security or guarantee for the Obligations or any right of
offset with respect thereto, and any failure by any Administrative Agent or any
Lender to pursue such other rights or remedies or to collect any payments from
such other Borrowers or any such other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset, or any
release of the other Borrowers or any such other Person or of any such
collateral security, guarantee or right of offset, shall not relieve the U.S.
Borrower of any liability hereunder, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of any
Administrative Agent or any Lender against the U.S. Borrower. This Section 15
shall remain in full force and effect and be binding in accordance with and to
the extent of its terms upon the U.S. Borrower and its successors and assigns,
and shall inure to the benefit of the Administrative Agents and the Lenders, and
their respective successors, indorsees, transferees and assigns, until all the
Obligations and the obligations of the U.S. Borrower under this Agreement shall
have been satisfied by payment in full and the Commitments shall be terminated,
notwithstanding that from time to time during the term of this Agreement the
Borrowers may be free from any Obligations.

              15.5  Reinstatement. This Section 15 shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by any Administrative Agent or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Borrower or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, any Borrower or any
substantial part of its property, or otherwise, all as though such payments had
not been made.

              15.6  Payments. The U.S. Borrower hereby agrees that all payments
required to be made by it hereunder will be made to the General Administrative
Agent, for the benefit of the Administrative Agents and the Lenders, as the case
may be, without set-off or counterclaim in accordance with the terms of the
Obligations, including, without limitation, in the currency in which payment is
due.


<PAGE>   117
                                                                             110


              SECTION 16.    EVENTS OF DEFAULT

              Upon the occurrence of any of the following events:

              (a)   Any Borrower shall fail to pay (i) any principal of any
       Loans or any Acceptance Reimbursement Obligations when due (whether at
       the stated maturity, by acceleration or otherwise) in accordance with the
       terms thereof or hereof or (ii) any interest on any Loans, any
       Reimbursement Obligations or Subsidiary Reimbursement Obligations, or any
       fee or other amount payable hereunder, within five days after any such
       interest, fee or other amount becomes due in accordance with the terms
       hereof; or

              (b)   Any representation or warranty made or deemed made by the
       U.S. Borrower or any other Loan Party herein or in any other Loan
       Document or which is contained in any certificate, document or financial
       or other statement furnished at any time under or in connection with this
       Agreement or any other Loan Document shall prove to have been incorrect
       in any material respect on or as of the date made or deemed made; or

              (c)   The U.S. Borrower or any other Loan Party shall default in
       the observance or performance of any negative covenant contained in
       Section 14; or

              (d)   The U.S. Borrower or any other Loan Party shall default in
       the observance or performance of any other agreement contained in this
       Agreement or any other Loan Document other than as provided in (a)
       through (c) above, and such default shall continue unremedied for a
       period of 30 days; or

              (e)   Any Loan Document shall cease, for any reason, to be in full
       force and effect, or the U.S. Borrower or any other Loan Party shall so
       assert; or any security interest created by any of the Security Documents
       shall cease to be enforceable and of the same effect and priority
       purported to be created thereby, except, in each case, as provided in
       subsection 18.18; or

              (f)   The Subsidiary Guarantee shall cease, for any reason, to be
       in full force and effect, or any guarantor thereunder shall so assert,
       except as provided in subsection 18.18; or

              (g)   The subordination provisions contained in any instrument
       pursuant to which the Subordinated Debt was created or in any instrument
       evidencing such Subordinated Debt shall cease, for any reason, to be in
       full force and effect or enforceable in accordance with their terms; or

              (h)   The U.S. Borrower or any of its Subsidiaries shall (i)
       default in any payment of principal of or interest on any Indebtedness
       (other than Indebtedness under this Agreement), in the payment of any
       Guarantee Obligation or in the payment of any Interest Rate Agreement
       Obligation, in any case where the principal amount thereof then
       outstanding exceeds $40,000,000 beyond the period of grace (not to exceed
       60 days), if


<PAGE>   118
                                                                             111


       any, provided in the instrument or agreement under which such
       Indebtedness, Guarantee Obligation or Interest Rate Agreement Obligation
       was created; or (ii) default in the observance or performance of any
       other agreement or condition relating to any such Indebtedness, Guarantee
       Obligation or Interest Rate Agreement Obligation or contained in any
       instrument or agreement evidencing, securing or relating thereto, or any
       other event shall occur or condition exist, the effect of which default
       or other event or condition is to cause, or to permit the holder or
       holders of such Indebtedness or beneficiary or beneficiaries of such
       Guarantee Obligation (or a trustee or agent on behalf of such holder or
       holders or beneficiary or beneficiaries) to cause, with the giving of
       notice if required, such Indebtedness to become due prior to its stated
       maturity or such Guarantee Obligation to become payable; or

              (i)   (i) The U.S. Borrower or any Material Subsidiary shall
       commence any case, proceeding or other action (A) under any existing or
       future law of any jurisdiction, domestic or foreign, relating to
       bankruptcy, insolvency, reorganization or relief of debtors, seeking to
       have an order for relief entered with respect to it, or seeking to
       adjudicate it a bankrupt or insolvent, or seeking reorganization,
       arrangement, adjustment, winding-up, liquidation, dissolution,
       composition or other relief with respect to it or its debts, or (B)
       seeking appointment of a receiver, trustee, custodian or other similar
       official for it or for all or any substantial part of its assets, or the
       U.S. Borrower or any Material Subsidiary shall make a general assignment
       for the benefit of its creditors; or (ii) there shall be commenced
       against the U.S. Borrower or any Material Subsidiary any case, proceeding
       or other action of a nature referred to in clause (i) above which (A)
       results in the entry of an order for relief or any such adjudication or
       appointment or (B) remains undismissed, undischarged or unbonded for a
       period of 60 days; or (iii) there shall be commenced against the U.S.
       Borrower or any Material Subsidiary any case, proceeding or other action
       seeking issuance of a warrant of attachment, execution, distraint or
       similar process against all or any substantial part of its assets which
       results in the entry of an order for any such relief which shall not have
       been vacated, discharged, or stayed or bonded pending appeal within 60
       days from the entry thereof; or (iv) the U.S. Borrower or any Material
       Subsidiary shall take any action in furtherance of, or indicating its
       consent to, approval of, or acquiescence in, any of the acts set forth in
       clause (i), (ii), or (iii) above; or (v) the U.S. Borrower or any
       Material Subsidiary shall generally not, or shall be unable to, or shall
       admit in writing its inability to, pay its debts as they become due; or

              (j)   (i) Any Person shall engage in any non-exempt "prohibited
       transaction" (as defined in Section 406 of ERISA or Section 4975 of the
       Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
       defined in Section 302 of ERISA), whether or not waived, shall exist with
       respect to any Single Employer Plan, (iii) a Reportable Event shall occur
       with respect to, or proceedings shall commence to have a trustee
       appointed, or a trustee shall be appointed, to administer or to
       terminate, any Single Employer Plan, which Reportable Event or
       commencement of proceedings or appointment of a trustee is, in the
       reasonable opinion of the Majority Lenders, likely to result in the
       termination of such Plan for purposes of Title IV of ERISA, (iv) any
       Single



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                                                                             112



       Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the
       U.S. Borrower or any Commonly Controlled Entity shall, or in the
       reasonable opinion of the Majority Lenders is likely to, incur any
       liability in connection with a withdrawal from, or the Insolvency or
       Reorganization of, a Multiemployer Plan or (vi) any other event or
       condition shall occur or exist, with respect to a Plan; and in each case
       in clauses (i) through (vi) above, such event or condition, together with
       all other such events or conditions, if any, would reasonably be expected
       to subject the U.S. Borrower or any of its Subsidiaries to any tax,
       penalty or other liabilities in the aggregate material in relation to the
       business, operations, property or financial or other condition of the
       U.S. Borrower and its Subsidiaries taken as a whole; or

              (k)   One or more judgments or decrees shall be entered against
       the U.S. Borrower or any of its Subsidiaries involving in the aggregate a
       liability (not paid or fully covered by insurance) of $40,000,000 or more
       and all such judgments or decrees shall not have been vacated,
       discharged, stayed or bonded pending appeal within 60 days from the entry
       thereof; or

              (l)   (i) Any Person or "group" (within the meaning of Section
       13(d) or 15(d) of the Exchange Act) (A) shall have acquired beneficial
       ownership of 35% or more of any outstanding class of Capital Stock of the
       U.S. Borrower having ordinary voting power in the election of directors
       or (B) shall obtain the legal right (whether or not exercised) to elect a
       majority of the U.S. Borrower's directors or (ii) the Board of Directors
       of the U.S. Borrower shall not consist of a majority of Continuing
       Directors;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (i) above with respect of the U.S. Borrower
or the Canadian Borrower, automatically the Commitments shall immediately
terminate and the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement (including, without limitation, all
Reimbursement Obligations, Subsidiary Reimbursement Obligations and Acceptance
Reimbursement Obligations, regardless of whether or not such Reimbursement
Obligations, Subsidiary Reimbursement Obligations and Acceptance Reimbursement
Obligations are then due and payable) shall immediately become due and payable,
and (B) if such event is any other Event of Default, any of the following
actions may be taken: (i) with the consent of the Majority Lenders, the General
Administrative Agent may, or upon the request of the Majority Lenders, the
General Administrative Agent shall, by notice to the U.S. Borrower declare the
Commitments to be terminated forthwith, whereupon the Commitments shall
immediately terminate; (ii) with the consent of the Majority Lenders, the
General Administrative Agent may, or upon the direction of the Majority Lenders,
the General Administrative Agent shall, by notice of default to the U.S.
Borrower, declare the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement (including all amounts payable in
respect of Letters of Credit whether or not the beneficiaries thereof shall have
presented the drafts and other documents required thereunder) and the Notes to
be due and payable forthwith, whereupon the same shall immediately become due
and payable and (iii) the General Administrative Agent may, and upon the
direction of the Majority Lenders shall,


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                                                                             113



exercise any and all remedies and other rights provided pursuant to this
Agreement and/or the other Loan Documents.

              With respect to all outstanding Reimbursement Obligations and
Subsidiary Reimbursement Obligations which have not matured at the time of an
acceleration pursuant to the preceding paragraph, the U.S. Borrower shall at
such time deposit in a cash collateral account opened by and maintained by the
General Administrative Agent an amount equal to the aggregate amount of all such
Reimbursement Obligations and Subsidiary Reimbursement Obligations. Amounts held
in such cash collateral account shall be applied by the General Administrative
Agent to the payment of Reimbursement Obligations and Subsidiary Reimbursement
Obligations when drawings under the related Letters of Credit are made, and any
balance in such account shall be applied to repay other obligations of the U.S.
Borrower hereunder. After all Reimbursement Obligations and Subsidiary
Reimbursement Obligations shall have been satisfied and all other obligations of
the U.S. Borrower hereunder shall have been paid in full, the balance, if any,
in such cash collateral account shall be returned to the U.S. Borrower.

              With respect to all outstanding Acceptance Reimbursement
Obligations in respect of Acceptances which have not matured at the time of an
acceleration pursuant to the second preceding paragraph, the Canadian Borrower
shall at such time deposit in a cash collateral account opened by and maintained
by the Canadian Administrative Agent an amount equal to the aggregate
undiscounted face amount of all such unmatured Acceptances. Amounts held in such
cash collateral account shall be applied by the Canadian Administrative Agent to
the payment of maturing Acceptances, and any balance in such account shall be
applied to repay other obligations of the Canadian Borrower hereunder and under
any Canadian Revolving Credit Notes. After all Acceptance Reimbursement
Obligations shall have been satisfied and all other obligations of the Canadian
Borrower hereunder and under any Canadian Revolving Credit Notes shall have been
paid in full, the balance, if any, in such cash collateral account shall be
returned to the Canadian Borrower.

              Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.

              SECTION 17.    THE ADMINISTRATIVE AGENTS, THE DOCUMENTATION AGENT,
                             THE SYNDICATION AGENTS, THE SENIOR MANAGING AGENTS,
                             THE MANAGING AGENTS AND THE CO-AGENTS

              17.1  Appointment. Each Lender hereby irrevocably designates and
appoints (a) Chase as the General Administrative Agent and (b) The Bank of Nova
Scotia as the Canadian Administrative Agent of such Lender under this Agreement
and the other Loan Documents, and each Lender irrevocably authorizes (a) Chase
to act as the General Administrative Agent of such Lender, and (b) The Bank of
Nova Scotia to act as the Canadian Administrative Agent, and, in each case, to
take such action on its behalf under the provisions of this Agreement and the
other Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to the General Administrative Agent and the Canadian
Administrative Agent, respectively, by



<PAGE>   121
                                                                             114



the terms of this Agreement and the other Loan Documents, together with such
other powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Administrative Agents shall not
have any duties or responsibilities, except those expressly set forth herein, or
any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against either
Administrative Agent.

              17.2  Delegation of Duties. Each Administrative Agent may execute
any of its duties under this Agreement and the other Loan Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. Neither Administrative Agent
shall be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

              17.3  Exculpatory Provisions. Neither Administrative Agent nor any
of its respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except for its or such Person's gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by any Borrower or
other Person or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by such Administrative Agent under
or in connection with, this Agreement or any other Loan Document or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Loan Document or for any failure of a Borrower or
any other Person to perform its obligations hereunder or thereunder. Neither
Administrative Agent shall be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document or to
inspect the properties, books or records of the Borrowers.

              17.4  Reliance by Administrative Agent. Each Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
Note, writing, resolution, notice, consent, certificate, affidavit, letter,
telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Borrowers or any of
them), independent accountants and other experts selected by such Administrative
Agent. Each Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes unless a written notice of assignment or transfer
thereof shall have been filed with such Administrative Agent. Each
Administrative Agent shall be fully justified as between itself and the Lenders
in failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Majority Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.
Each Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the


<PAGE>   122
                                                                             115



Majority Lenders, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans and the Acceptance Reimbursement Obligations.

              17.5  Notice of Default. Neither Administrative Agent shall be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless such Administrative Agent has received notice from a
Lender or a Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". In the
event that the General Administrative Agent receives such a notice, such
Administrative Agent shall give notice thereof to the Lenders. The General
Administrative Agent shall take such action reasonably promptly with respect to
such Default or Event of Default as shall be reasonably directed by the Majority
Lenders; provided that unless and until the General Administrative Agent shall
have received such directions, such Administrative 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
interests of the Lenders.

              17.6  Non-Reliance on Administrative Agents and Other Lender. Each
Lender expressly acknowledges that neither Administrative Agent nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates has made any representations or warranties to it and that no act by
such Administrative Agent hereinafter taken, including any review of the affairs
of any Borrower, shall be deemed to constitute any representation or warranty by
such Administrative Agent to any Lender. Each Lender represents to each
Administrative Agent that it has, independently and without reliance upon such
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrowers and made its own decision to
make its Extensions of Credit hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon
either Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrowers. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by an Administrative Agent hereunder, such Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Borrowers which
may come into the possession of such Administrative Agent or any of its
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates.

              17.7  Indemnification. Each U.S. Lender (together with, in the
case of a U.S. Common Lender, its Counterpart Lender on a joint and several
basis) agrees to indemnify each Administrative Agent in its capacity as such (to
the extent not reimbursed by the Borrowers and without limiting the obligation
of the Borrowers to do so), ratably according to its U.S.



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                                                                             116


Revolving Credit Commitment Percentage in effect on the date on which
indemnification is sought from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Loans and the Acceptance
Reimbursement Obligations) be imposed on, incurred by or asserted against such
Administrative Agent in any way relating to or arising out of this Agreement,
any of the other Loan Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by such Administrative Agent under or in connection with
any of the foregoing; provided that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
gross negligence or willful misconduct of such Administrative Agent. The
agreements in this subsection shall survive the payment of the Loans, the
Acceptance Reimbursement Obligations and all other amounts payable hereunder.

              17.8  Administrative Agents in their Individual Capacity. Each
Administrative Agent and its respective affiliates may make loans to, accept
Drafts, accept deposits from and generally engage in any kind of business with
the Borrowers as though such Administrative Agent was not an Administrative
Agent hereunder and under the other Loan Documents. With respect to the Loans
made or renewed by such Administrative Agent, any Acceptances created by such
Administrative Agent and any Note or Acceptance Note issued to it, such
Administrative Agent shall have the same rights and powers under this Agreement
and the other Loan Documents as any Lender and may exercise the same as though
it were not an Administrative Agent, and the terms "Lender" and "Lenders" shall
include each Administrative Agent in its individual capacity.

              17.9  Successor Administrative Agents. The General Administrative
Agent may resign as General Administrative Agent, and the Canadian
Administrative Agent may resign as Canadian Administrative Agent, in each case
upon 30 days' notice to the Lenders and the other Administrative Agent. If
either Administrative Agent shall resign as General Administrative Agent or
Canadian Administrative Agent, as the case may be, under this Agreement and the
other Loan Documents, then the Majority Lenders shall appoint from among the
U.S. Lenders (in the case of a resignation of the General Administrative Agent)
or the Canadian Lenders (in the case of a resignation of the Canadian
Administrative Agent) a successor administrative agent for the Lenders, which
successor administrative agent shall be approved by the U.S. Borrower (such
approval not to be unreasonably withheld), whereupon such successor
administrative agent shall succeed to the rights, powers and duties of the
resigning Administrative Agent, and the terms "General Administrative Agent" or
"Canadian Administrative Agent", as the case may be, shall mean such successor
administrative agent effective upon such appointment and approval, and the
former Administrative Agent's rights, powers and duties as either General
Administrative Agent or Canadian Administrative Agent, as the case may be, shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. After any resigning Administrative Agent's resignation as
either General Administrative Agent or Canadian Administrative Agent, as the
case may be, the provisions of this subsection shall inure to its benefit as to
any actions taken or omitted to be


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                                                                             117


taken by it while it was either General Administrative Agent or Canadian
Administrative Agent, as the case may be, under this Agreement and the other
Loan Documents.

              17.10 The Documentation Agent, Syndication Agents, Senior Managing
Agents, Managing Agents and Co-Agents. Each Lender, the Documentation Agent,
each Syndication Agent, each Senior Managing Agent, each Managing Agent and each
Co-Agent acknowledges that the Documentation Agent, Syndication Agents, Senior
Managing Agents, Managing Agents and Co-Agents, in such capacity, shall have no
duties or responsibilities, and shall incur no liabilities, under this Agreement
or the other Loan Documents in its capacity as such.

              17.11 Actions Under Security Documents. With respect to any action
under or in respect of the Security Documents that the provisions of this
Agreement permit or require the General Administrative Agent to take only with
the consent, or upon the direction, of all of the Lenders or the Majority
Lenders, as the case may be, the Lenders acknowledge that the General
Administrative Agent shall be required to take such action only if such action
is approved by, in addition to all the Lenders or the Majority Lenders, as the
case may be, such instructing group of lenders under the Other Revolving Credit
Agreement as the Other Revolving Credit Agreement requires for such action.

              17.12 Intercreditor Agreement. In the event that a Refinancing
Agreement is entered into, the General Administrative Agent is authorized and
directed to enter into an intercreditor agreement reasonably satisfactory to the
General Administrative Agent as contemplated by the definition of "Refinancing
Agreement" set forth in subsection 1.1, and to enter into such amendments, if
any, to the Subsidiary Guarantee and the Security Documents as it shall
reasonably deem required in order to give effect to such intercreditor
agreement, provided, that, in any case, the Indebtedness of the U.S. Borrower
hereunder and under the Other Revolving Credit Agreement (including any
Refinancing Agreement in respect of the Other Revolving Credit Agreement) shall
be pari passu and equally and ratably secured.

              SECTION 18.    MISCELLANEOUS

              18.1  Amendments and Waivers. (a) Neither this Agreement or any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented, waived or modified except in accordance with the provisions of
this subsection 18.1. The Majority Lenders may, or, with the written consent of
the Majority Lenders, the Administrative Agents may, from time to time, (i)
enter into with the U.S. Borrower written amendments, supplements or
modifications hereto and to the other Loan Documents for the purpose of adding
any provisions to this Agreement or the other Loan Documents or changing in any
manner the rights or obligations of the Lenders or of the U.S. Borrower
hereunder or thereunder or (ii) waive at the U.S. Borrower's request, on such
terms and conditions as the Majority Lenders or the Administrative Agents, as
the case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall:

       (A)    reduce the amount or extend the scheduled date of maturity of any
       Loan, Reimbursement Obligation or any Acceptance or any Acceptance Note
       or of any


<PAGE>   125
                                                                             118


       scheduled installment thereof, or reduce the stated rate of any interest
       or fee payable hereunder or extend the scheduled date of any payment
       thereof or increase the amount or extend the expiration date of any
       Lender's Canadian Revolving Credit Commitment, Multicurrency Commitment
       or U.S. Revolving Credit Commitment, in each case without the consent of
       each Lender affected thereby;

       (B)    amend, supplement, modify or waive any provision of this
       subsection 18.1 or reduce the percentages specified in the definition of
       "Majority Lenders" or consent to the assignment or transfer by the U.S.
       Borrower of any of its rights and obligations under this Agreement and
       the other Loan Documents, in each case without the consent of all the
       Lenders or reduce the percentages specified in the definitions of (I)
       "Majority U.S. Lenders" or "Majority Multicurrency Lenders" without the
       consent of all of the U.S. Lenders or (II) "Majority Canadian Lenders"
       without the consent of all of the Canadian Lenders;

       (C)    amend, supplement, modify or waive any provision of Section 17 or
       any other provision of this Agreement governing the respective rights or
       obligations of the General Administrative Agent or the Canadian
       Administrative Agent without the consent of the then Administrative
       Agents, respectively;

       (D)    amend, supplement, modify or waive any provision of Section 3 or
       any other provision of this Agreement governing the rights and
       obligations of the Swing Line Lenders; or the definitions used therein
       without the consent of each Swing Line Lender;

       (E)    extend the expiring date on any Letter of Credit beyond the
       Revolving Credit Termination Date without the consent of each Lender;

       (F)    [Reserved];

       (G)    amend, modify or waive any provision of subsection 10.8 without
       the consent of each Lender affected thereby; or

       (H)    release all or substantially all of the guarantees contained in
       Section 15 and under the Subsidiary Guarantee or all or substantially all
       of the Collateral under, and as defined in, the Security Documents
       without the consent of each Lender other than as permitted under
       subsection 18.18.

Any waiver and any amendment, supplement or modification pursuant to this
subsection 18.1 shall apply to each of the Lenders and shall be binding upon the
Borrowers, the Lenders, the General Administrative Agent, the Canadian
Administrative Agent and all future holders of the Loans and the Reimbursement
Obligations, Subsidiary Reimbursement Obligations and Acceptance Reimbursement
Obligations. In the case of any waiver, the Borrowers, the Lenders, the General
Administrative Agent and the Canadian Administrative Agent shall be restored to
their former positions and rights hereunder and under the other Loan Documents,
and any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such


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                                                                             119


waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

              (b)   In addition to amendments effected pursuant to the foregoing
paragraph (a), Schedules II and III may be amended as follows:

              (i)   Schedule II will be amended to add Subsidiaries of the U.S.
       Borrower as additional Foreign Subsidiary Borrowers upon (A) execution
       and delivery by the U.S. Borrower, any such Foreign Subsidiary Borrower
       and the General Administrative Agent, of a Joinder Agreement providing
       for any such Subsidiary to become a Foreign Subsidiary Borrower, and (B)
       delivery to the General Administrative Agent of (I) a Foreign Subsidiary
       Opinion in respect of such additional Foreign Subsidiary Borrower and
       (II) such other documents with respect thereto as the General
       Administrative Agent shall reasonably request.

              (ii)  Schedule II will be amended to remove any Subsidiary as a
       Foreign Subsidiary Borrower upon (A) execution and delivery by the U.S.
       Borrower of a written amendment providing for such amendment and (B)
       repayment in full of all outstanding Loans of such Foreign Subsidiary
       Borrower.

              (iii) Schedule III will be amended (A) to change administrative
       information contained therein (other than any interest rate definition,
       funding time, payment time or notice time contained therein) or (B) to
       add Available Foreign Currencies (and related interest rate definitions
       and administrative information) with the approval of the Majority
       Multicurrency Lenders, in each case, upon execution and delivery by the
       U.S. Borrower and the General Administrative Agent of a written amendment
       providing for such amendment.

              (iv)  Schedule III will be amended to conform any funding time,
       payment time or notice time contained therein to then-prevailing market
       practices, upon execution and delivery by the U.S. Borrower and the
       General Administrative Agent of a written amendment providing for such
       amendment.

              (v)   Schedule III will be amended to change any interest rate
       definition contained therein, upon execution and delivery by the U.S.
       Borrower, all the Multicurrency Lenders and the General Administrative
       Agent of a written amendment providing for such amendment.

              (c)   The General Administrative Agent shall give prompt notice to
each U.S. Lender of any amendment effected pursuant to subsection 18.1(b).

              (d)   Notwithstanding the provisions of this subsection 18.1, any
Alternate Currency Facility may be amended, supplemented or otherwise modified
in accordance with its terms so long as after giving effect thereto either (i)
such Alternate Currency Facility ceases to be an "Alternate Currency Facility"
and the U.S. Borrower so notifies the General Administrative


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                                                                             120



Agent or (ii) the Alternate Currency Facility continues to meet the requirements
of an Alternate Currency Facility set forth herein.

              18.2  Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered by hand, or five days
after being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, or, in the case of delivery by a nationally recognized
overnight courier, when received, addressed as follows in the case of the U.S.
Borrowers, the Canadian Borrower, the General Administrative Agent and the
Canadian Administrative Agent, and as set forth in Schedule I in the case of the
other parties hereto, or to such other address as may be hereafter notified by
the respective parties hereto and any future holders of the Notes:

                  The U.S. Borrower:     Lear Corporation
                                         21557 Telegraph Road
                                         Southfield, Michigan  48034
                                         Attention:  Cameron C. Hitchcock
                                         Telecopy:  (248) 447-1730

              The Canadian Borrower:     Lear Canada
                                         c/o 21557 Telegraph Road
                                         Southfield, Michigan  48034
                                         Attention:  Cameron C. Hitchcock
                                         Telecopy:   (248) 447-1730

                         The Foreign     Lear Corporation
               Subsidiary Borrowers:     21557 Telegraph Road
                                         Southfield, Michigan  48034
                                         Attention:  Cameron C. Hitchcock
                                         Telecopy:   (248) 447-1730

                         The General     The Chase Manhattan Bank
               Administrative Agent:     270 Park Avenue
                                         New York, New York  10017
                                         Attention:  Richard Duker
                                         Telecopy:   (212) 270-5127

                        The Canadian     The Bank of Nova Scotia
               Administrative Agent:     44 King Street West, 14th Floor
                                         Toronto, Ontario
                                         M5H1H1
                                         Attention: IBP Loan Administration and
                                                     Agency Services Manager
                                         Telecopy:  (416) 866-5991

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provided that any notice, request or demand to or upon (i) the Administrative
Agents or the Lenders pursuant to subsection 2.3, 3.2, 4.2, 5.3, 6.2, 7.3, 9.2,
10.2, 10.4 or 10.7 or (ii) the Swing Line Lenders pursuant to Section 3, shall
not be effective until received.

              18.3  No Waiver; Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of any Borrower, the General Administrative
Agent, the Canadian Administrative Agent or any Lender, any right, remedy, power
or privilege hereunder or under the other Loan Documents shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

              18.4  Survival of Representations and Warranties. All
representations and warranties made hereunder and in the other Loan Documents
(or in any amendment, modification or supplement hereto or thereto) and in any
certificate delivered pursuant hereto or such other Loan Documents shall survive
the execution and delivery of this Agreement and the Notes and the making of the
Loans hereunder.

              18.5  Payment of Expenses and Taxes. The U.S. Borrower agrees (a)
to pay or reimburse each Administrative Agent for all its reasonable
out-of-pocket costs and reasonable expenses incurred in connection with the
development, preparation and execution of, and any amendment, supplement or
modification to, this Agreement, the Notes and the other Loan Documents (other
than documents relating to any Alternate Currency Facility) and any other
documents prepared in connection herewith or therewith, and the consummation of
the transactions contemplated hereby and thereby, including, without limitation,
the reasonable fees and disbursements of one U.S. counsel to the Administrative
Agents and such foreign counsel as the Administrative Agents shall reasonably
deem necessary, (b) to pay or reimburse each Lender and each Administrative
Agent for all their costs and expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement, the Notes and
any such other documents, including, without limitation, fees and disbursements
of counsel to each Administrative Agent and the reasonable fees and
disbursements of counsel to the several Lenders, and (c) to pay, indemnify, and
hold each Lender and each Administrative Agent and their respective directors,
officers, employees and agents harmless from, any and all recording and filing
fees and any and all liabilities with respect to, or resulting from any delay in
paying, stamp, excise and other taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the Notes and any such other documents, and (d) to pay,
indemnify, and hold each Lender and each Administrative Agent harmless from and
against any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement, the Notes and the other Loan
Documents, the use or proposed use by the Borrowers of the proceeds of the Loans



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(all the foregoing, collectively, the "indemnified liabilities"); provided that
the U.S. Borrower shall have no obligation hereunder to (i) any Administrative
Agent with respect to indemnified liabilities arising from the gross negligence
or willful misconduct of such Administrative Agent or (ii) any Lender with
respect to indemnified liabilities arising from gross negligence or willful
misconduct of such Lender, in each case as finally determined by a court of
competent jurisdiction; provided, however, that nothing in this subsection shall
be construed as requiring the Canadian Borrower to so indemnify in amounts that
would be in violation of, and its obligations to so indemnify are subject to,
the restrictions on financial assistance set out in the Business Corporations
Act (Ontario); and, provided, further, that the preceding proviso shall not be
construed in any way as limiting or derogating from the obligations of the other
Borrowers set out in this subsection. The agreements in this subsection shall
survive repayment of the Loans, the Acceptance Reimbursement Obligations and all
other amounts payable hereunder.

              18.6  Successors and Assigns; Participations and Assignments. (a)
This Agreement shall be binding upon and inure to the benefit of the Borrowers,
the Lenders, the Administrative Agents, all future holders of the Loans, the
Reimbursement Obligations, the Subsidiary Reimbursement Obligations and the
Acceptance Reimbursement Obligations and their respective successors and
assigns, except that no Borrower assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of each
Lender.

              (b)   Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time sell to one
or more banks or other entities ("Participants") participating interests in any
Loan owing to such Lender, any Commitment of such Lender or any other interest
of such Lender hereunder and under the other Loan Documents; provided that, in
the case of participations granted by a Canadian Lender, such Participant must
be a resident of Canada for purposes of the Tax Act unless such participation is
granted pursuant to subsection 18.8. In the event of any such sale by a Lender
of a participating interest to a Participant, such Lender's obligations under
this Agreement to the other parties to this Agreement shall remain unchanged,
such Lender shall remain solely responsible for the performance thereof, such
Lender shall remain the holder of any such Loan for all purposes under this
Agreement and the other Loan Documents, and the Borrowers and the Administrative
Agents shall continue to deal solely and directly with such Lender in connection
with such Lender's rights and obligations under this Agreement and the other
Loan Documents. At the time of each sale of a participating interest, any Lender
not organized under the laws of the United States of America or a state thereof
shall provide the U.S. Borrower and the General Administrative Agent with
revised Forms required under Section 10.12 reflecting that portion of its
Commitment and Loan which has been sold to the Participant on an IRS Form
W-8IMY. Any agreement pursuant to which any Lender shall sell any such
participating interest shall provide that such Lender shall retain the sole
right and responsibility to exercise such Lender's rights and enforce the
Borrowers' obligations hereunder, including the right to consent to any
amendment, supplement, modification or waiver of any provision of this Agreement
or any of the other Loan Documents, provided that such participation agreement
may provide that such Lender will not agree to any amendment, supplement,
modification or waiver described in clause (A) or (B) of the proviso to the
second sentence of subsection 18.1(a) without the consent of the Participant.
Each Borrower agrees that if amounts outstanding under this Agreement are due or
unpaid, or


<PAGE>   130
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shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall be deemed to have the
right of setoff in respect of its participating interest in amounts owing under
this Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement; provided that, in
purchasing such participating interest, such Participant shall be deemed to have
agreed to share with the Lenders the proceeds thereof as provided in subsection
18.7(a) as fully as if it were a Lender hereunder. Each Borrower agrees that
each Participant shall be entitled to the benefits of subsections 10.10, 10.11,
10.12 and 18.6 with respect to its participation in the Commitments and the
Loans outstanding from time to time hereunder as if it was a Lender; provided,
that no Participant shall be entitled to receive any greater amount pursuant to
such subsections than the transferor Lender would have been entitled to receive
in respect of the amount of the participation transferred by such transferor
Lender to such Participant had no such transfer occurred.

              (c)   Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time and from
time to time assign to any Lender or any Affiliate thereof or, with the prior
written consent of the U.S. Borrower (such consent not to be unreasonably
withheld) and the Administrative Agents (such consent not to be unreasonably
withheld), to an additional bank or financial institution (an "Assignee") all or
any part of its rights and obligations under this Agreement and the other Loan
Documents including, without limitation, its Commitments, Loans and Acceptance
Reimbursement Obligations, pursuant to an Assignment and Acceptance,
substantially in the form of Exhibit K, executed by such Assignee, such
assigning Lender (and, in the case of an Assignee that is not then a Lender or
an Affiliate thereof, by the U.S. Borrower and the Administrative Agents) and
delivered to the Administrative Agents for their acceptance and recording in the
Register; provided that (i) if any Lender assigns a part of its rights and
obligations in respect of Revolving Credit Loans and/or Revolving Credit
Commitment under this Agreement to an Assignee, such Lender and such Lender's
Counterpart Lender (if any) shall each assign proportionate interests in their
respective Revolving Credit Commitment and Revolving Credit Loans and other
related rights and obligations hereunder to such Assignee and a Counterpart
Lender for such Assignee designated by it, (ii) if any U.S. Lender assigns a
part of its rights and obligations under this Agreement in respect of its U.S.
Revolving Credit Loans and/or U.S. Revolving Credit Commitment to an Assignee,
such U.S. Lender shall assign proportionate interests in (A) its participations
in the Swing Line Loans and other rights and obligations hereunder in respect of
the Swing Line Loans to such Assignee and (B) Multicurrency Loans and
Multicurrency Commitments (provided, that with the consent of the U.S. Borrower
and the General Administrative Agent, a Lender may assign portions of its
Revolving Credit Commitment without assigning a proportionate share of its
Multicurrency Commitment if either (x) such proportionate share of such
Multicurrency Commitment shall be assumed by another Lender or (y) if the U.S.
Borrower so agrees, such proportionate share of such Multicurrency Commitment
shall be terminated), (iii) in the case of any such assignment to an additional
bank or financial institution, the aggregate amount of any U.S. Revolving Credit
Commitment (or, if the U.S. Revolving Credit Commitments have terminated or



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expired, the aggregate principal amount of any U.S. Revolving Credit Loans)
being assigned, or the U.S. Dollar Equivalent of the aggregate amount of the
Canadian Revolving Credit Commitment (or, if the Canadian Revolving Credit
Commitments have terminated or expired, the aggregate amount of Canadian
Revolving Credit Loans and Acceptance Reimbursement Obligations) being assigned
shall not be less than $10,000,000 (or (i) if less, the then outstanding amount
of such Commitments, Loans and/or Acceptance Reimbursement Obligations or (ii)
such lesser amount as may be agreed by the U.S. Borrower and the Administrative
Agents), and after giving effect to such assignment such assignor Lender, if it
retains any U.S. Revolving Credit Commitment, shall retain a U.S. Revolving
Credit Commitment of at least $10,000,000 and (iv) in the case of any such
assignment made by a Canadian Lender, such Assignee must be a resident of Canada
for purposes of the Tax Act unless such assignment is made pursuant to 18.8.
Upon such execution, delivery, acceptance and recording, from and after the
closing date determined pursuant to such Assignment and Acceptance, (I) the
Assignee thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
with Commitments, rights in respect of Acceptance Reimbursement Obligations and
Loans as set forth therein, and (II) the assigning Lender thereunder shall be
released from its obligations under this Agreement to the extent that such
obligations shall have been expressly assumed by the Assignee pursuant to such
Assignment and Acceptance (and, in the case of an Assignment and Acceptance
covering all or the remaining portion of an assigning Lender's rights and
obligations under this Agreement, such assigning Lender shall cease to be a
party hereto). Notwithstanding the foregoing, no consent of the Borrower shall
be required for any assignment effected while an Event of Default under Section
16(i) is in existence.

              (d)   The Administrative Agents, on behalf of the Borrowers, shall
maintain at their respective addresses referred to in subsection 18.2 a copy of
each Assignment and Acceptance delivered to it and a register (the "Register")
for the recordation of (i) the names and addresses of the Lenders and the
Commitments of, and principal amounts of the Loans and Acceptances owing to,
each Lender from time to time and (ii) the other information required from time
to time pursuant to subsection 3.1 in respect of Swing Line Loans. The entries
in the Register shall constitute prima facie evidence of the information
recorded therein, and the Borrowers, the Administrative Agents and the Lenders
may (and, in the case of any Loan, Acceptance or other obligation hereunder not
evidenced by a Note, shall) treat each Person whose name is recorded in the
Register as the owner of a Loan, Acceptance or other obligation hereunder as the
owner thereof for all purposes of this Agreement and the other Loan Documents,
notwithstanding any notice to the contrary. Any assignment of any Loan,
Acceptance or other obligation hereunder not evidenced by a Note shall be
effective only upon appropriate entries with respect thereto being made in the
Register. The Register shall be available for inspection by the U.S. Borrowers
or any Lender at any reasonable time and from time to time upon reasonable prior
notice.

              (e)   Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an Affiliate thereof, executed by the Borrowers and the
Administrative Agents), together with payment to the Administrative Agents of a
registration and processing fee of $3,500, the Administrative Agents shall (i)
promptly accept such Assignment and Acceptance and (ii) on the effective date
determined pursuant thereto record the information contained therein in the


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Register and give prompt notice of such acceptance and recordation to the
Lenders and the Borrowers.

              (f)   Each Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
any and all financial information in such Lender's possession concerning such
Borrower and its Affiliates which has been delivered to such Lender by or on
behalf of such Borrower pursuant to this Agreement or which has been delivered
to such Lender by or on behalf of such Borrower in connection with such Lender's
credit evaluation of such Borrower and its Affiliates prior to becoming a party
to this Agreement; provided, that any such Transferee is advised of the
confidential nature of such information, if applicable, such Lender takes
reasonable steps, in accordance with customary practices, to ensure that any
such information is not used in violation of federal or state securities laws
and such Lender otherwise complies with subsection 18.20.

              (g)   For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.

              (h)   If, pursuant to this subsection, any interest in this
Agreement or any Loan is transferred from a U.S. Lender to any Transferee which
is organized under the laws of any jurisdiction other than the United States or
any state thereof, the transferor Lender shall cause such Transferee,
concurrently with the effectiveness of such transfer, to agree (for the benefit
of the transferor Lender, the General Administrative Agent and the U.S.
Borrower) to provide the transferor Lender (and, in the case of any Transferee
registered in the Register, the General Administrative Agent and the U.S.
Borrower) the tax forms and other documents required to be delivered pursuant to
subsection 10.12(b) or (c) and to comply from time to time with all applicable
U.S. laws and regulations with regard to such withholding tax exemption.

              (i)   If, pursuant to this subsection, any interest in this
Agreement or any Loan is transferred from a Lender (other than a U.S. Lender) to
any Transferee, the transferor Lender shall cause such Transferee, concurrently
with the effectiveness of such transfer, to agree (for the benefit of the
transferor Lender, the General Administrative Agent and the Foreign Subsidiary
Borrowers) to provide the transferor Lender, the General Administrative Agent
and the Foreign Subsidiary Borrowers the tax forms and other documents required
to be delivered pursuant to subsection 10.12(c) and (e) and to comply from time
to time with all applicable laws and regulations with regard to such withholding
tax exemption.

              18.7  Adjustments; Set-Off. (a) If any Lender (a "Benefited
Lender") shall at any time receive any payment of all or part of its Extensions
of Credit then due and owing to it from any Borrower, or interest thereon, or
receive any collateral in respect thereof (whether voluntarily or involuntarily,
by set-off, pursuant to events or proceedings of the nature referred to in
Section 16(i), or otherwise), in a greater proportion than any such payment to
or collateral received by any other Lender, if any, in respect of such other
Lender's Extensions of Credit then due and owing to it from such Borrower, or
interest thereon, such Benefitted Lender shall



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purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Extensions of Credit owing to it from such
Borrower, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
Benefitted Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such
Benefitted Lender, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest.

              (b)   In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to any
Borrower, any such notice being expressly waived by the Borrowers to the extent
permitted by applicable law, upon any amount becoming due and payable hereunder
(whether at the stated maturity thereof, by acceleration or otherwise) to
set-off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch, agency or Affiliate thereof to or
for the credit or the account of such Borrower. Each Lender agrees promptly to
notify the Borrowers and the Administrative Agents after any such set-off and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application.

              18.8  Loan Conversion/Participations. (a) (i) On any Conversion
Date, to the extent not otherwise prohibited by a Requirement of Law or
otherwise, all Loans outstanding in any currency other than U.S. Dollars ("Loans
to be Converted") shall be converted into U.S. Dollars (calculated on the basis
of the relevant Exchange Rates as of the Business Day immediately preceding the
Conversion Date) ("Converted Loans"), (ii) on each date on or after the
Conversion Date on which any Acceptances or Acceptance Notes shall mature such
Acceptances and Acceptance Notes ("Acceptances to be Converted") shall be
converted into Canadian Revolving Credit Loans denominated in U.S. Dollars
(calculated on the basis of the Exchange Rate as of the Business Day immediately
preceding such maturity date) ("Converted Acceptances") and (iii) on the
Conversion Date (with respect to Loans described in the foregoing clause (i)),
and on the respective maturity date (with respect to Acceptances and Acceptance
Notes described in the foregoing clause (ii)) (A) each U.S. Lender severally,
unconditionally and irrevocably agrees that it shall purchase in U.S. Dollars a
participating interest in such Converted Loans and Converted Acceptances in an
amount equal to its Conversion Sharing Percentage of (x) the outstanding
principal amount of the Converted Loans and (y) the face amount of matured
Acceptances and Acceptance Notes, as applicable, and (B) to the extent necessary
to cause the Committed Outstandings Percentage of each U.S. Lender, after giving
effect to the purchase and sale of participating interests under the foregoing
clause (iii), to equal its U.S. Revolving Credit Commitment Percentage
(calculated immediately prior to the termination or expiration of the U.S.
Revolving Credit Commitments), each U.S. Lender severally, unconditionally and
irrevocably agrees that it shall purchase or sell a participating interest in
U.S. Revolving Credit Loans then outstanding. Each U.S. Lender will immediately
transfer to the appropriate Administrative Agent, in immediately available
funds, the amounts of its participation(s), and the



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proceeds of such participation(s) shall be distributed by such Administrative
Agent to each Lender from which a participating interest is being purchased in
the amount(s) provided for in the preceding sentence. All Converted Loans and
Converted Acceptances (which shall have been converted into Canadian Revolving
Credit Loans denominated in Dollars) shall bear interest at the rate which would
otherwise be applicable to ABR Loans.

              (b)   If, for any reason, the Loans to be Converted or Acceptances
to be Converted, as the case may be, may not be converted into U.S. Dollars in
the manner contemplated by paragraph (a) of this subsection 18.8, (i) the
General Administrative Agent shall determine the U.S. Dollar Equivalent of the
Loans to be Converted or Acceptances to be Converted, as the case may be,
(calculated on the basis of the Exchange Rate as of the Business Day immediately
preceding the date on which such conversion would otherwise occur pursuant to
paragraph (a) of this subsection 18.8), (ii) effective on such Conversion Date,
each Lender severally, unconditionally and irrevocably agrees that it shall
purchase in U.S. Dollars a participating interest in such Loans to be Converted
or Acceptances to be Converted, as the case may be, in an amount equal to its
Conversion Sharing Percentage of such Loans to be Converted or Acceptances to be
Converted, as the case may be, and (iii) each U.S. Lender shall purchase or sell
participating interests as provided in paragraph (a)(iii) of this subsection
18.8. Each U.S. Lender will immediately transfer to the appropriate
Administrative Agent, in immediately available funds, the amount(s) of its
participation(s), and the proceeds of such participation(s) shall be distributed
by such Administrative Agent to each relevant Lender in the amount(s) provided
for in the preceding sentence.

              (c)   To the extent any Taxes are required to be withheld from any
amounts payable by a Lender (the "First Lender") to another Lender (the "Other
Lender") in connection with its participating interest in any Converted Loan or
Converted Acceptance, each Borrower, with respect to the relevant Loans made to
it, shall be required to pay increased amounts to the Other Lender receiving
such payments from the First Lender to the same extent they would be required
under subsection 10.12 if such Borrower were making payments with respect to the
participating interest directly to the Other Lender.

              (d)   To the extent not prohibited by any Requirement of Law or
otherwise, at any time after the actions contemplated by paragraphs (a) or (b)
of this subsection 18.8 have been taken, upon the notice of any U.S. Lender to
the Borrowers the following shall occur: (i) the U.S. Borrower (through the
guarantee contained in Section 15) shall automatically be deemed to have assumed
the Converted Loans and Converted Acceptances in which such U.S. Lender holds a
participation, (ii) any Acceptances and Loans outstanding in any currency other
than U.S. Dollars shall be converted into U.S. Dollars on the dates of such
assumption (calculated on the basis of the Exchange Rate on the Business Day
immediately preceding such date of assumption) and such Loans shall bear
interest at the rate which would otherwise be applicable to ABR Loans and (iii)
such Loans and obligations in respect of Acceptances shall be assigned by the
relevant Lender holding such Loans or obligations to the U.S. Lender who gave
the notice requesting such assumption by the U.S. Borrower.


<PAGE>   135
                                                                             128


              18.9  Counterparts. This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of the
copies of this Agreement signed by all the parties shall be delivered to the
Borrowers and the Administrative Agents.

              18.10 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

              18.11 Integration. This Agreement and the other Loan Documents
represent the agreement of the Borrowers, the Administrative Agents and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Borrowers, the Administrative
Agents or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.

              18.12 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

              18.13 Submission to Jurisdiction; Waivers. (a) Each Borrower
hereby irrevocably and unconditionally:

              (i)   submits for itself and its property in any legal action or
       proceeding relating to this Agreement or any other Loan Document to which
       it is a party, or for recognition and enforcement of any judgment in
       respect thereof, to the non-exclusive general jurisdiction of the courts
       of the State of New York, the courts of the United States of America for
       the Southern District of New York, and appellate courts from any thereof;

              (ii)  consents that any such action or proceeding may be brought
       in such courts and waives any objection that it may now or hereafter have
       to the venue of any such action or proceeding in any such court or that
       such action or proceeding was brought in an inconvenient court and agrees
       not to plead or claim the same;

              (iii) agrees that service of process in any such action or
       proceeding may be effected by mailing a copy thereof by registered or
       certified mail (or any substantially similar form of mail), postage
       prepaid, to such Borrower at its address set forth in subsection 18.2 or
       at such other address of which the General Administrative Agent shall
       have been notified pursuant thereto; and

              (iv)  agrees that nothing herein shall affect the right to effect
       service of process in any other manner permitted by law or shall limit
       the right to sue in any other jurisdiction.


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                                                                             129


              (b)   Each of the Canadian Borrower and each Foreign Subsidiary
Borrower hereby irrevocably appoints the U.S. Borrower as its agent for service
of process in any proceeding referred to in subsection 18.13(a) and agrees that
service of process in any such proceeding may be made by mailing or delivering a
copy thereof to it care of U.S. Borrower at its address for notice set forth in
subsection 18.2.

              18.14 Acknowledgments. Each Borrower hereby acknowledges that:

              (a)   it has been advised by counsel in the negotiation, execution
and delivery of this Agreement and the other Loan Documents;

              (b)   none of the Administrative Agents or any Lender has any
fiduciary relationship with or duty to such Borrower arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between the Administrative Agents and the Lenders, on the one hand,
and the U.S. Borrower, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor; and

              (c)   no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Borrowers and the Lenders.

              18.15 WAIVERS OF JURY TRIAL. EACH OF THE BORROWERS, THE
ADMINISTRATIVE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

              18.16 Power of Attorney. Each Foreign Subsidiary Borrower hereby
grants to U.S. Borrower an irrevocable power of attorney to act as its
attorney-in-fact with regard to matters relating to this Agreement and each
other Loan Document, including, without limitation, execution and delivery of
any amendments, supplements, waivers or other modifications hereto or thereto,
receipt of any notices hereunder or thereunder and receipt of service of process
in connection herewith or therewith. Each Foreign Subsidiary Borrower hereby
explicitly acknowledges that the Administrative Agents and each Lender have
executed and delivered this Agreement and each other Loan Document to which it
is a party, and has performed its obligations under this Agreement and each
other Loan Document to which it is a party, in reliance upon the irrevocable
grant of such power of attorney pursuant to this subsection. The power of
attorney granted by each Foreign Subsidiary Borrower hereunder is coupled with
an interest.

              18.17 Intercreditor Agreement. The General Administrative Agent is
hereby authorized to enter into the Intercreditor Agreement.

              18.18 Release of Collateral and Guarantees. (a) The Lenders hereby
agree with the U.S. Borrower, and hereby instruct the General Administrative
Agent, that if (i) the U.S. Borrower attains Investment Grade Status, (ii) the
General Administrative Agent has no actual


<PAGE>   137
                                                                             130



knowledge of the existence of a Default, (iii) the U.S. Borrower shall have
delivered a certificate of a Responsible Officer stating that such Responsible
Officer has obtained no knowledge of any Default or Event of Default, and (iv)
all Bond Guarantees, all guarantees by any Domestic Subsidiary of Public
Indebtedness and all guarantees pursuant to which the Intercreditor Agreement
and any intercreditor agreement entered into pursuant to subsection 17.12
relates, shall have been released or shall be released concurrently with the
requested release of the Subsidiary Guarantee, the General Administrative Agent
shall, at the request and expense of the U.S. Borrower, take such actions as
shall be reasonably requested by the U.S. Borrower to release its security
interest in all collateral held by it pursuant to the Security Documents and to
release all Subsidiary Guarantors from their obligations under the Subsidiary
Guarantee. In such event, the provisions of subsection 13.10 shall be deemed
terminated and of no further force or effect.

              (b)   [Reserved].

              (c)   The Lenders hereby agree with the U.S. Borrower, and hereby
instruct the General Administrative Agent, that if the U.S. Borrower shall have
delivered to the General Administrative Agent written notice that it proposes to
sell or otherwise dispose of any Subsidiary whose stock is pledged pursuant to a
Pledge Agreement or which is a Subsidiary Guarantor, and such disposition is
permitted by this Agreement, the General Administrative Agent shall, at the
request and expense of the U.S. Borrower, take such actions as shall be
reasonably requested by the U.S. Borrower to release its security interest in
the stock of such Subsidiary and to release such Subsidiary Guarantor from its
obligations under the Subsidiary Guarantee; provided, that such Subsidiary shall
have been, or shall simultaneously be, released from all Bond Guarantees, all
guarantees by any Subsidiary of Public Indebtedness and all guarantees pursuant
to which the Intercreditor Agreement and any intercreditor agreement entered
into pursuant to subsection 17.12 relates.

              18.19 Judgment. (a) If for the purpose of obtaining judgment in
any court it is necessary to convert a sum due hereunder in one currency into
another currency, 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 General Administrative Agent could
purchase the first currency with such other currency in the city in which it
normally conducts its foreign exchange operation for the first currency on the
Business Day preceding the day on which final judgment is given.

              (b)   The obligation of each Borrower in respect of any sum due
from it to any Lender hereunder shall, notwithstanding any judgment in a
currency (the "Judgment Currency") other than that in which such sum is
denominated in accordance with the applicable provisions of this Agreement (the
"Agreement Currency"), be discharged only to the extent that on the Business Day
following receipt by such Lender of any sum adjudged to be so due in the
Judgment Currency such Lender may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency; if the amount of
Agreement Currency so purchased is less than the sum originally due to such
Lender in the Agreement Currency, such Borrower agrees notwithstanding any such
judgment to indemnify such Lender against such loss,



<PAGE>   138
                                                                             131



and if the amount of the Agreement Currency so purchased exceeds the sum
originally due to any Lender, such Lender agrees to remit to such Borrower such
excess.

              18.20 Confidentiality. Each Lender agrees to take normal and
reasonable precautions to maintain the confidentiality of information designated
in writing as confidential and provided to it by the U.S. Borrower or any
Subsidiary in connection with this Agreement; provided, however, that any Lender
may disclose such information (a) at the request of any bank regulatory
authority or in connection with an examination of such Lender by any such
authority, (b) pursuant to subpoena or other court process, (c) when required to
do so in accordance with the provisions of any applicable law, (d) at the
discretion of any other Governmental Authority, (e) to such Lender's Affiliates,
independent auditors and other professional advisors or (f) to any Transferee or
potential Transferee; provided that such Transferee agrees to comply with the
provisions of this subsection 18.20.

              18.21 Effect of Amendment and Restatement of the Existing Credit
Agreement. On the Closing Date, the Existing Credit Agreement shall be amended,
restated and superseded in its entirety. The parties hereto acknowledge and
agree that (a) this Agreement and the other Loan Documents, whether executed and
delivered in connection herewith or otherwise, do not constitute a novation,
payment and reborrowing, or termination of the "Obligations" (as defined in the
Existing Credit Agreement) under the Existing Credit Agreement as in effect
prior to the Closing Date and (b) such "Obligations" are in all respects
continuing (as amended and restated hereby) with only the terms thereof being
modified as provided in this Agreement.

              18.22 Conflicts. In the event that there exists a conflict between
provisions in this Agreement and provisions in any other Loan Document, the
provisions of this Agreement shall control.


<PAGE>   139
                                                                             132




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

                                          LEAR CORPORATION


                                          By: /s/ Cameron C. Hitchcock
                                             -------------------------
                                          Title: Vice President and Treasurer



                                          LEAR CANADA


                                          By:  /s/ Jospeh F. McCarthy
                                             ------------------------


                                          LEAR CORPORATION SWEDEN AB


                                          By: /s/ Paul Jefferson
                                             -------------------
                                          Title: Director

                                          LEAR CORPORATION FRANCE SARL


                                          By: /s/ Paul Jefferson
                                             -------------------
                                          Title: Director

                                          LEAR CORPORATION ITALIA S.P.A.


                                          By: /s/ Paul Jefferson
                                             -------------------
                                          Title: Director

                                          LEAR CORPORATION GMBH & CO. KG


                                          By: /s/ Paul Jefferson
                                             -------------------
                                          Title: Director

                                          LEAR CORPORATION BETEILIGUNGS GMBH

                                          By: /s/ Paul Jefferson
                                             -------------------
                                          Title: Director



                                          THE CHASE MANHATTAN BANK, as
                                          Administrative Agent and as a
                                          Lender


                                          By: /s/ Richard W. Duker
                                             ---------------------
                                          Title: Vice President



                                          THE BANK OF NOVA SCOTIA, as
                                          Documentation Agent and as a Lender


                                          By: /s/ F.C.H. Ashby
                                             -----------------
                                          Title: Senior Manager Loan Operations




                                          THE BANK OF NOVA SCOTIA, as Canadian
                                          Administrative Agent and as a Lender


                                          By: /s/ Eric W. Read
                                             -----------------
                                          Title: Director


                                          By: /s/ Jeffrey L. Page
                                             --------------------
                                          Title: Associate




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


                                          By: /s/ Steve Ahrenholz
                                             --------------------
                                          Title: Principal



                                          CITIBANK, N.A., as
                                          Syndication Agent


                                          By: /s/ Richard Marshall
                                             ---------------------
                                          Title: Managing Director




                                          DEUTSCHE BANC ALEX.BROWN INC., as
                                          Syndication Agent


                                          By: /s/ Dan Horn
                                             -------------
                                          Title: Director



<PAGE>   140



                                                                             133



                                          ABN AMRO BANK N.V., CHICAGO BRANCH


                                          By: /s/ David C. Sagers
                                             --------------------
                                                Name: David C. Sagers
                                                Title: Group Vice President


                                          By: /s/ John J. Mack
                                             -----------------
                                                Name: John J. Mack
                                                Title: Group Vice President




                                          BANCA NAZIONALE DEL LAVORO
                                          S.p.A., NEW YORK BRANCH


                                          By: /s/ Giulio Giovine
                                             -------------------
                                                Name: Giulio Giovine
                                                Title: Vice President


                                          By:/s/ Leonardo Valentini
                                             ----------------------
                                                Name: Leonardo Valentini
                                                Title: First Vice President




                                          BANK OF AMERICA N.A.


                                          By: /s/ Steve Ahrenholz
                                             --------------------
                                                Name:
                                                Title: Principal




                                          THE BANK OF NEW YORK


                                          By: /s/ Edward J. Dougherty III
                                             ----------------------------
                                                Name:
                                                Title: Vice President





                                          THE BANK OF NOVA SCOTIA


                                          By: /s/ F.C.H. Ashby
                                             -----------------
                                                Name:
                                                Title: Senior Manager Loan
                                                       Operations




                                          BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                                          By: /s/ Friedrich N. Wilrus
                                             ------------------------
                                                Name:
                                                Title: Global Relationships
                                                       Manager





                                          BANK ONE, MICHIGAN


                                          By: /s/ Paul E. Flynn
                                             ------------------
                                                Name:
                                                Title: First Vice President




                                          BANKERS TRUST COMPANY


                                          By: /s/ Robert R. Telesca
                                             ----------------------
                                                Name:
                                                Title: Assistant Vice President





                                          BAYERISCHE HYPO-UND VEREINSBANK AG,
                                          NEW YORK BRANCH


                                          By: /s/ Christine A. Renard
                                             ------------------------
                                                Name:
                                                Title: Associate Director


                                          By: /s/ W. Scott Harwood
                                             ---------------------
                                                Name:
                                                Title: Associate Director




                                          BNP PARIBAS


                                          By: /s/ Ann B. McAloon
                                             -------------------
                                                Name:
                                                Title: Vice President


                                          By:/s/ Richard L Sted
                                             ------------------
                                                Name:
                                                Title: Central Region Manager





                                          CITICORP USA, INC.


                                          By:/s/ Richard Marshall
                                             --------------------
                                                Name:
                                                Title: Managing Director




                                          COMERICA BANK


                                          By:/s/ Michael T. Shea
                                             -------------------
                                                Name:
                                                Title: Vice President




                                          CREDIT LYONNAIS CHICAGO BRANCH


                                          By: /s/ Nigel R. Carter
                                             --------------------
                                                Name:
                                                Title: Vice President




                                          CREDIT SUISSE FIRST BOSTON


                                          By: /s/ Kristin Lepri
                                             ------------------
                                                Name:
                                                Title: Associate

                                          By: /s/ Bill O'Daly
                                             ----------------
                                                Name:
                                                Title: Vice President




                                          DAI ICHI KANGYO BANK LTD


                                          By: /s/ Nobuyasu Fukatsu
                                             ---------------------
                                                Name:
                                                Title: General Manager




<PAGE>   141

                                                                             134



                                          FIFTH THIRD BANK


                                          By: /s/ Dirk Van Hext
                                             ------------------
                                                Name:
                                                Title: Senior Vice President




                                          FIRST UNION NATIONAL BANK


                                          By: /s/ Frederick E. Blumer
                                             ------------------------
                                                Name:
                                                Title: Vice President




                                          FIRSTAR BANK N.A.


                                          By: /s/ Sandra J. Hartay
                                             ---------------------
                                                Name:
                                                Title: Vice President



                                          FLEET NATIONAL BANK


                                          By: /s/ Jack M. Harcourt
                                             ---------------------
                                                Name:
                                                Title: Managing Director




                                          THE FUJI BANK LIMITED


                                          By: /s/ Peter L. Chinnici
                                             ----------------------
                                                Name:
                                                Title: Senior Vice President &
                                                       Group Head




                                          INDUSTRIAL BANK OF JAPAN LIMITED


                                          By: /s/ Walter Wolff
                                             -----------------
                                                Name:
                                                Title: Joint General Manager




                                          KBC BANK N.V.


                                          By: /s/ Robert Snauffer
                                             --------------------
                                                Name:
                                                Title: First Vice President


                                          By: /s/ William Cavanaugh
                                             ----------------------
                                                Name:
                                                Title: Vice President




                                          KEYBANK NATIONAL ASSOCIATION


                                          By: /s/ J. T. Taylor
                                             -----------------
                                                Name:
                                                Title: Vice President




                                          LEHMAN COMMERCIAL PAPER INC.


                                          By: /s/ Michael E. O'Brien
                                             -----------------------
                                                Name:
                                                Title: Authorized Signatory




                                          MERRILL LYNCH CAPITAL CORP


                                          By: /s/ Brian E. O'Callahan
                                             ------------------------
                                                Name:
                                                Title: Vice President




                                          THE NORTHERN TRUST COMPANY


                                          By: /s/ Christopher L. McKean
                                             --------------------------
                                                Name:
                                                Title: Officer




                                          SOCIETE GENERALE


                                          By: /s/ Anne Marie Dumortier
                                             -------------------------
                                                Name:
                                                Title: Vice President





                                          THE SUMITOMO BANK, LIMITED,


                                          By: /s/ John H. Kemper
                                             -------------------
                                                Name:
                                                Title: Senior Vice President




                                          SUN TRUST BANK


                                          By: /s/ William C. Humphries
                                             -------------------------
                                                Name:
                                                Title: Director




                                          TORONTO DOMINION (TEXAS), INC.


                                          By: /s/ Debbie A. Greene
                                             ---------------------
                                                Name:
                                                Title: Vice President




                                          THE TORONTO DOMINION BANK


                                          By: /s/ Debbi Brito
                                             ----------------
                                                Name:
                                                Title: Asst. Manager