Exhibit 4.5

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                                                                  EXECUTION COPY


                                CREDIT AGREEMENT

                          Dated as of December 20, 2001

                                      among

                         COLLINS & AIKMAN PRODUCTS CO.,
                                  as Borrower,



                          COLLINS & AIKMAN CANADA INC.,
                             as a Canadian Borrower,



                        COLLINS & AIKMAN PLASTICS, LTD.,
                             as a Canadian Borrower,


                          COLLINS & AIKMAN CORPORATION,


                            THE LENDERS NAMED HEREIN,



                       DEUTSCHE BANC ALEX. BROWN INC. and
                       MERRILL LYNCH CAPITAL CORPORATION,
                           as Co-Documentation Agents,



                           CREDIT SUISSE FIRST BOSTON,
                              as Syndication Agent,



                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                                       and


                            J.P. MORGAN BANK CANADA,
                        as Canadian Administrative Agent
                  --------------------------------------------

           J.P. MORGAN SECURITIES INC. and CREDIT SUISSE FIRST BOSTON,
               as Joint Lead Arrangers and Joint Lead Bookrunners



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                                Table of Contents

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ARTICLE I. DEFINITIONS............................................................................................2

         Defined Terms ...........................................................................................2
         Terms Generally ........................................................................................29

ARTICLE II. THE CREDITS..........................................................................................29

         Loans; Commitments......................................................................................29
         Loans ..................................................................................................32
         Notice of Borrowings....................................................................................34
         Notes; Repayment of Loans...............................................................................34
         Fees ...................................................................................................35
         Interest on Loans.......................................................................................36
         Default Interest .......................................................................................37
         Alternate Rate of Interest..............................................................................37
         Termination and Reduction of Commitments................................................................37
         Conversion and Continuation of Term Loans...............................................................38
         Repayment of Tranche A Term and Tranche B Term Borrowings...............................................39
         Prepayment .............................................................................................39
         Reserve Requirements; Change in Circumstances...........................................................41
         Change in Legality......................................................................................43
         Indemnity ............................................................................................. 43
         Pro Rata Treatment......................................................................................44
         Payments ...............................................................................................44
         Taxes ..................................................................................................44
         SECTION II.19.  Issuance of Letters of Credit...........................................................47
         Participations; Unconditional Obligations...............................................................48
         Letter of Credit Fee....................................................................................48
         Agreement To Repay Letter of Credit Disbursements.......................................................48
         Letter of Credit Operations.............................................................................49
         Cash Collateralization..................................................................................50
         Termination and Reduction of Letter of Credit Commitment................................................50
         Bankers' Acceptances....................................................................................50
         Reallocation ...........................................................................................52

ARTICLE III. REPRESENTATIONS AND WARRANTIES......................................................................53

         Organization, Corporate Powers..........................................................................53
         Authorization ..........................................................................................54
         Enforceability .........................................................................................54
         Approvals ..............................................................................................54
         Use of Proceeds ........................................................................................54
         Federal Reserve Regulations.............................................................................54
         Options for Capital Stock...............................................................................54
         Security Documents......................................................................................55
         Financial Statements....................................................................................56
         No Material Adverse Change..............................................................................57
         Title to Properties; Possession Under Leases............................................................57
         Subsidiaries ...........................................................................................57
         Litigation; Compliance with Laws........................................................................57
         Agreements .............................................................................................58
         Investment Company Act..................................................................................58


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                                                                                                               Page

         Public Utility Holding Company Act......................................................................58
         Tax Returns ............................................................................................58
         No Material Misstatements...............................................................................58
         Employee Benefit Plans..................................................................................59
         Labor Matters ..........................................................................................59
         Environmental Matters...................................................................................59
         Solvency ...............................................................................................60
         Absence of Certain Restrictions.........................................................................60
         No Foreign Assets Control Regulation Violation..........................................................61
         Insurance ..............................................................................................61
         Certain Other Representations...........................................................................61
         Senior Debt ............................................................................................61

ARTICLE IV. CONDITIONS...........................................................................................61

         All Credit Events.......................................................................................61
         Conditions to Effectiveness.............................................................................62

ARTICLE V. AFFIRMATIVE COVENANTS.................................................................................65

         Existence; Businesses and Properties....................................................................66
         Insurance ..............................................................................................66
         Taxes ..................................................................................................66
         Financial Statements, Reports, Amendments, etc..........................................................66
         Litigation and Other Notices............................................................................68
         ERISA                                                                                                   68
         Maintaining Records; Access to Properties and Inspections...............................................69
         Use of Proceeds                                                                                         69
         Further Assurances......................................................................................69
         Change in Ownership.....................................................................................69
         Fiscal Year; Accounting.................................................................................69
         Dividends                                                                                               70
         SECTION V.15.  Interest Rate Protection.................................................................70
         Corporate Separateness..................................................................................70
         Business of Restricted Subsidiaries.....................................................................70
         Business of Waterstone Insurance, Inc...................................................................70
         Collateral, etc.                                                                                        70
         Additional Collateral...................................................................................72
         Landlord Waivers .......................................................................................73

ARTICLE VI. NEGATIVE COVENANTS...................................................................................74

         Indebtedness ...........................................................................................74
         Dividends and Distributions.............................................................................76
         Capital Expenditures....................................................................................77
         Liens ..................................................................................................78
         Priority of Loan Payments...............................................................................80
         Sale and Lease-Back Transactions........................................................................80
         Investments, Loans and Advances.........................................................................80
         Mergers, Consolidations, Sales of Assets and Acquisitions...............................................82
         Transactions with Affiliates and Stockholders...........................................................83
         Modification of Certain Instruments.....................................................................84
         Amendment of Constitutive Documents; Change in Corporate Structure......................................84
         Business of Holdings and Restricted Subsidiaries........................................................85
         Restrictive Agreements..................................................................................85
         Interest Coverage Ratio.................................................................................85
         Leverage Ratio .........................................................................................85


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                                                                                                               Page

         Tax Sharing ............................................................................................86
         Inactive Subsidiaries...................................................................................86
         Amendments to Transaction Documents; Certain Actions under Transaction Documents........................86

ARTICLE VII. EVENTS OF DEFAULT...................................................................................86


ARTICLE VIII. AGENTS.............................................................................................89


ARTICLE IX. MISCELLANEOUS........................................................................................91

         Notices ................................................................................................91
         Survival of Agreement...................................................................................92
         Binding Effect .........................................................................................92
         Successors and Assigns..................................................................................92
         Expenses; Indemnity.....................................................................................95
         Right of Set-off; Sharing...............................................................................97
         Applicable Law .........................................................................................97
         Waivers; Amendment......................................................................................97
         Interest Rate Limitation................................................................................98
         Entire Agreement .......................................................................................98
         Waiver of Jury Trial....................................................................................98
         Severability ...........................................................................................98
         Counterparts ...........................................................................................99
         Headings ...............................................................................................99
         Jurisdiction; Consent to Service of Process.............................................................99
         Conversion of Currencies................................................................................99
         Releases of Guarantees and Liens.......................................................................100
         Confidentiality .......................................................................................100
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Exhibits

Exhibit A-1       Revolving Credit Note
Exhibit A-2       Tranche A Term Note
Exhibit A-3       Tranche B Term Note
Exhibit A-4       Swingline Note
Exhibit A-5       Canadian Revolving Credit Note
Exhibit A-6       Additional Revolving Credit Note
Exhibit A-7       Intercompany Note
Exhibit B         Assignment and Acceptance
Exhibit C         Administrative Questionnaire
Exhibit D         Form of Opinion
Exhibit E         Form of Compliance Certificate
Exhibit F-1       Form of Guarantee and Collateral Agreement
Exhibit F-2       Form of Canadian Guarantee and Collateral Agreement
Exhibit G-1       Form of U.S. Mortgage
Exhibit G-2       Form of Canadian Mortgage


Schedules

1.01(A)           Applicable Margin
1.01(B)           Applicable Prepayment Percentage
1.01(C)           Additional Designated Persons
1.01(D)           Subordination Terms
1.01(E)           Mortgaged Property
1.01(F)           Specified Business
2.01              Commitments
2.11              Term Loan Amortization Schedule
2.26              Form of Bankers Acceptance
3.07              Options and Rights Regarding Holdings
                  Capital Stock
3.12(a)           Subsidiaries of Holdings
3.12(b)           Outstanding Commitments Relating to Capital Stock
3.17              Tax Matters
6.01              Existing Intercompany Indebtedness
6.04              Existing Liens
6.07              Existing Investments



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     CREDIT AGREEMENT, dated as of December 20, 2001, among COLLINS & AIKMAN
PRODUCTS CO., a Delaware corporation (the "Company"), COLLINS & AIKMAN CANADA
INC., a Canadian corporation ("Collins & Aikman Canada"), COLLINS & AIKMAN
PLASTICS, LTD., a Canadian corporation ("Collins & Aikman Plastics," and
collectively with Collins & Aikman Canada, the "Canadian Borrowers"), COLLINS &
AIKMAN CORPORATION, a Delaware corporation ("Holdings"), the financial
institutions parties hereto (as hereinafter further defined, the "Lenders"),
CREDIT SUISSE FIRST BOSTON, as syndication agent (the "Syndication Agent"),
DEUTSCHE BANC ALEX. BROWN INC. and MERRILL LYNCH CAPITAL CORPORATION, as
co-documentation agents (the "Co-Documentation Agents"), JPMORGAN CHASE BANK, a
New York banking corporation ("JPMorgan Chase Bank"), as administrative agent
(in such capacity, the "Administrative Agent"), and J.P. MORGAN BANK CANADA, a
Canadian chartered bank ("Chase Canada"), as Canadian administrative agent (in
such capacity, the "Canadian Administrative Agent").

     The Company, Holdings and Textron Inc., a Delaware corporation ("Textron"),
have entered into the Purchase Agreement, dated as of August 7, 2001, as amended
and restated as of November 30, 2001 (together will all the exhibits, schedules,
annexes and amendments thereto and all other documents executed in connection
therewith, the "Tac-Trim Purchase Agreement") pursuant to which the Company is
to acquire (the "Acquisition") all the outstanding capital stock of certain
Textron subsidiaries (the "Tac-Trim Subsidiaries") that comprise the automotive
interior and exterior trim businesses of Textron on the Closing Date (as defined
below). After giving effect to the Acquisition, the Tac-Trim Subsidiaries (other
than the Brazilian Subsidiary (as defined below)) will be wholly owned
subsidiaries of the Company.

     In connection with the Acquisition, (a) Heartland Industrial Partners, L.P.
("Heartland"), certain of its affiliates (including investors in Heartland) and
certain other investors (collectively, the "Investors") will purchase newly
issued common equity (the "Investor Common Equity") of Holdings for
approximately $160,000,000 in cash, of which Heartland and certain of its
limited partner co-investors will provide approximately $100,000,000 and the
proceeds of which will be contributed to the Company, (b) Holdings will issue to
Textron 18,000,000 newly issued shares of common equity ("Seller Common Equity")
of Holdings, (c) the Company will issue to Textron newly issued preferred stock
("Seller Preferred") of the Company having an original aggregate liquidation
preference of $326,400,000, consisting of a Series A tranche (the "Series A
Seller Preferred") with an original aggregate liquidation preference of
$182,700,000, a Series B tranche with an original aggregate liquidation
preference of $123,700,000 and a Series C tranche with an original aggregate
liquidation preference of $20,000,000, (d) on or prior to the Closing Date and
pursuant to Section 5.21 of the Tac-Trim Purchase Agreement, Textron or one of
its affiliates (the "Lessor") will enter into a synthetic operating lease or
other off-balance-sheet lease arrangement (the "Textron Sale/Leaseback
Financing") pursuant to which certain equipment (the "Textron Sale/Leaseback
Assets") included in the business conducted by the Tac-Trim Subsidiaries will be
leased by the Company or its Subsidiaries on the Closing Date, and (e) on the
Closing Date and pursuant to the Tac-Trim Purchase Agreement, the Company will
acquire a 50% equity interest in Textron Automotive Holdings (Italy) S.r.l.
(together with its subsidiaries and related assets, "Italian JV"), with Textron
or its Subsidiaries retaining an equity interest in the Italian JV of not less
than 40% (which has a value of approximately $18,600,000).

     In connection with the Acquisition, (a) the Company has requested that the
Lenders, and the Lenders have agreed to, make available the senior secured
credit facilities described herein, (b) the Company will issue not less than
$500,000,000 in aggregate principal amount of its senior unsecured notes (the
"Senior Unsecured Notes"), and (c) the Receivables Subsidiary (as defined below)
will obtain an off-balance-sheet receivables purchase facility (the "Receivables
Facility") in an aggregate committed amount of $250,000,000, of which the amount
set forth in Section 4.02(c)(vii) is expected to be funded on the Closing Date
(the "Receivables Facility Proceeds").

     In connection with the Acquisition, (a) the existing indebtedness and
capital lease obligations of the Tac-Trim Subsidiaries outstanding on the
Closing Date will remain outstanding (the "Assumed Indebtedness"), (b) the
Company will refinance all of its indebtedness under its credit agreement, as
amended and restated as of February 23, 2001 and for which JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank) acts as the administrative agent
(the "Existing Credit Agreement") and (c) the Receivable Subsidiary will replace
its existing receivable transfer agreement, dated as of December 27, 1999 (the
transactions described in this paragraph and the immediately preceding two
paragraphs, together with the Acquisition and the other transactions
contemplated hereby, are collectively referred to herein as the "Transactions").



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     Accordingly, the Company, the Canadian Borrowers, Holdings, the Lenders,
the Issuing Banks and the Agents agree as follows:



                                   ARTICLE I.
                                   DEFINITIONS

     Defined Terms. In addition to the terms defined above, as used in this
Agreement the following terms shall have the meanings specified below:

     "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

     "ABR Loan" shall mean any ABR Tranche A Term Loan, ABR Tranche B Term Loan,
ABR Revolving Loan or Swingline Loan.

     "ABR Revolving Loan" shall mean any Revolving Loan, Additional Revolving
Loan or Canadian Revolving Loan in dollars bearing interest at a rate determined
by reference to the Alternate Base Rate in accordance with the provisions of
Article II.

     "ABR Tranche A Term Loan" shall mean any Tranche A Term Loan bearing
interest at a rate determined by reference to the Alternate Base Rate in
accordance with the provisions of Article II.

     "ABR Tranche B Term Loan" shall mean any Tranche B Term Loan bearing
interest at a rate determined by reference to the Alternate Base Rate in
accordance with the provisions of Article II.

     "Acceptance Fee" shall mean a fee payable in C$ by the applicable Canadian
Borrower to the Canadian Administrative Agent for the benefit of a Canadian
Lender with respect to the acceptance of a B/A, calculated on the face amount of
the B/A at the rate per annum (which shall not be less than 2.75%) equal to the
Applicable Margin therefor on the basis of the number of days in the applicable
Contract Period (inclusive of the first day and exclusive of the last day) and a
year of 365 days.

     "Acquired Assets" means (a) with respect to any fiscal year, the tangible
assets acquired pursuant to a Permitted Business Acquisition during such fiscal
year determined at the time of the Permitted Business Acquisition in accordance
with GAAP (the "Specified Amount"), provided that if such Permitted Business
Acquisition is not consummated during the first quarter of such fiscal year,
Acquired Assets shall be determined for purposes of this clause (a) by
multiplying the Specified Amount by (i) .75 if such Permitted Business
Acquisition is consummated during the second quarter of such fiscal year, (ii)
 .50 if such Permitted Business Acquisition is consummated during the third
quarter of such fiscal year and (iii) .25 if such Permitted Business Acquisition
is consummated during the fourth quarter of such fiscal year and (b) with
respect to any fiscal year thereafter, the Specified Amount.

     "Additional Revolving Credit Commitments" shall have the meaning assigned
such term in Section 2.27.

     "Additional Revolving Credit Note" shall mean a promissory note of the
Company, substantially in the form of Exhibit A-6, evidencing Additional
Revolving Loans.

     "Additional Revolving Lender" shall mean each Canadian Lender (or, if a
Canadian Lender is a Canadian Schedule II chartered bank, the affiliate of such
Lender that is a Revolving Lender).

     "Additional Revolving Loans" shall mean any revolving loans made to the
Company under the Additional Revolving Credit Commitments. Each Additional
Revolving Loan shall be a Eurodollar Revolving Loan or an ABR Revolving Loan.


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                                       3


     "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the product of (a) the greater of
(i) the LIBO Rate in effect for such Interest Period and (ii) 3% per annum and
(b) Statutory Reserves. For purposes hereof, (a) if at least two offered rates
for deposits in dollars for a period comparable to the applicable Interest
Period appear on page 3750 (or any successor page) of the Dow Jones Telerate
Screen as of 11:00 a.m., London time, on the day that is two Business Days prior
to the first day of such Interest Period, the term "LIBO Rate" shall mean the
arithmetic mean of all such offered rates and (b) if fewer than two such offered
rates so appear on page 3750 (or any successor page) of the Dow Jones Telerate
Screen, the term "LIBO Rate" shall mean the rate (rounded upwards, if necessary,
to the next 1/16 of 1%) at which dollar deposits approximately equal in
principal amount to JPMorgan Chase Bank's portion (or, if JPMorgan Chase Bank
shall not have any portion, the portion of the Lender having the largest
applicable Type of Loan) of the applicable Eurodollar Borrowing and for a period
comparable to the applicable Interest Period are offered to JPMorgan Chase
Bank's office in which its eurodollar operations in respect of eurodollar loans
are being conducted in immediately available funds in the eurodollar market at
approximately 11:00 a.m., New York time, on the day that is two Business Days
prior to the first day of such Interest Period.

     "Administrative Questionnaire" shall mean an Administrative Questionnaire
substantially in the form of Exhibit C.

     "Affiliate" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified.

     "Agency Fees" shall have the meaning assigned to such term in Section
2.05(b).

     "Agents" shall mean the collective reference to the Administrative Agent,
the Canadian Administrative Agent, the Syndication Agent, the Co-Documentation
Agents, the Collateral Agent, and the Canadian Collateral Agent.

     "Agreement" shall mean this Agreement, as in effect on the Closing Date, as
amended, supplemented or otherwise modified from time to time.

     "Alternate Base Rate" shall mean, 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
Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day
plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2
of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per
annum (which shall not be less than 4%) publicly announced from time to time by
JPMorgan Chase Bank as its prime rate for dollars in effect at its principal
office in New York City; each change in the Prime Rate shall be effective on the
date such change is publicly announced as being effective. "Base CD Rate" shall
mean the sum of (a) the product of (i) the Three-Month Secondary CD Rate and
(ii) Statutory Reserves and (b) the Assessment Rate. "Three-Month Secondary CD
Rate" shall mean, for any day, the secondary market rate for three-month
certificates of deposit reported as being in effect on such day (or, if such day
shall not be a Business Day, the next preceding Business Day) by the Board
through the public information telephone line of the Federal Reserve Bank of New
York (which rate will, under the current practices of the Board, be published in
Federal Reserve Statistical Release H.15(519) during the week following such
day), or, if such rate shall not be so reported on such day or such next
preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received at approximately 10:00 a.m., New York City time, on such day (or, if
such day shall not be a Business Day, on the next preceding Business Day) by the
Administrative Agent from three New York City negotiable certificate of deposit
dealers of recognized standing


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                                       4


selected by it. "Federal Funds Effective Rate" shall mean, for any day, the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published 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
Administrative Agent from three Federal funds brokers of recognized standing
selected by it. If for any reason the Administrative Agent shall have determined
(which determination shall be conclusive absent manifest error) that it is
unable to ascertain the Base CD Rate or the Federal Funds Effective Rate or both
for any reason, including the inability or failure of the Administrative Agent
to obtain sufficient quotations in accordance with the terms thereof, the
Alternate Base Rate shall be determined without regard to clause (b) or (c), or
both, of the first sentence of this definition, as appropriate, until the
circumstances giving rise to such inability no longer exist. Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Base CD Rate or the
Federal Funds Effective Rate shall be effective on the effective date of such
change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively. For the purposes of any Canadian Revolving Credit Borrowing,
Alternate Base Rate means the rate of interest per annum equal to the greater of
(a) the floating annual rate of interest calculated from time to time by the
Canadian Administrative Agent as the base rate which it will use to determine
rates of interest on dollar Borrowings to customers in Canada and designated as
its U.S. base rate and (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%.

     "Applicable Agent" shall mean (i) the Administrative Agent with respect to
the Revolving Credit Commitments and the Additional Revolving Credit Commitments
and any Term Loans made to the Company and (ii) the Canadian Administrative
Agent with respect to the Canadian Revolving Credit Commitments.

     "Applicable Collateral Agent" shall mean (i) for the Lenders, with respect
to the U.S. Security Documents, the Collateral Agent and (ii) for the Canadian
Lenders, with respect to the Canadian Security Documents, the Canadian
Collateral Agent. "Applicable Excess Cash Flow Prepayment Percentage" shall mean
initially 75% or, if the Applicable Level at any time is higher than Level III,
the Excess Cash Flow Prepayment Percentage set forth in Schedule 1.01(B)
opposite the Applicable Level in effect on the last day of the fiscal year to
which the prepayment relates.

     "Applicable Level" shall mean at any time the highest of Level I, Level II,
Level III, Level IV and Level V in effect determined in accordance with Schedule
1.01(A).

     "Applicable Margin" shall mean (i) with respect to Revolving Loans,
Swingline Loans, Tranche A Term Loans, B/As and Canadian Prime Rate Loans, (a)
for any date on or after the Closing Date to but excluding the first day after
delivery of the financial statements of Holdings for the fiscal quarter of
Holdings ending June 30, 2002, (x) with respect to Revolving Loans, Swingline
Loans and Tranche A Term Loans which are Eurodollar Loans and B/As, 3.75% and
(y) with respect to Revolving Loans, Swingline Loans and Tranche A Term Loans
which are ABR Loans and Canadian Prime Rate Loans, 2.75% and (b) for any date on
or after the first day after delivery of the financial statements referred to in
the immediately preceding clause (a) above, the applicable margin set forth on
Schedule 1.01(A) opposite the Applicable Level, in each case as of the last day
of Holdings' fiscal quarter most recently ended as of such date, and (ii) with
respect to Tranche B Term Loans, (a) with respect to Tranche B Term Loans which
are Eurodollar Loans, 4.00% and (b) with respect to Tranche B Term Loans which
are ABR Loans, 3.00%.

     "Applicable Percentage" shall mean (x) with respect to any Revolving
Lender, the percentage of the aggregate Revolving Credit Commitments represented
by such Revolving Lender's Revolving Credit Commitment, (y) with respect to any
Additional Revolving Lender, the percentage of the aggregate Additional
Revolving Credit Commitments represented by such Additional Revolving Lender's
Additional Revolving Credit Commitment or (z) with respect to any Canadian
Lender, the percentage of the aggregate Canadian Revolving Credit Commitments
represented by such Canadian Lender's Canadian Revolving Credit Commitment.

     "Assessment Rate" shall mean for any date the annual rate (rounded upwards,
if necessary, to the next 1/100 of 1%) most recently estimated by the
Administrative Agent as the then current net annual assessment rate that will be
employed in determining amounts payable by JPMorgan Chase Bank to the Federal
Deposit Insurance Corporation (or any successor) for insurance by such

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                                       5


Corporation (or such successor) of time deposits made in dollars at JPMorgan
Chase Bank's domestic offices.

     "Assignment and Acceptance" shall mean an assignment and acceptance entered
into by a Lender and an assignee, and accepted by the Administrative Agent,
substantially in the form of Exhibit B or such other form as shall be approved
by the Administrative Agent.

     "Assumed Indebtedness" shall have the meaning given to such term in the
recitals to this Agreement.

     "Bankers' Acceptances" and "B/A" shall mean a bill of exchange denominated
in C$ drawn by a Canadian Borrower and accepted by a Canadian Lender in
accordance with this Agreement.

     "Bankers' Acceptances Exposure" shall mean at any time the aggregate amount
of Canadian Revolving Credit Borrowings which is outstanding as B/As.

     "Becker Entities" shall mean Charles E. Becker (or any of his immediate
family members, related family trusts, heirs and descendants), Becker Group
L.L.C. and any other Affiliate of Charles E. Becker.

     "Blackstone" shall mean Blackstone Capital Partners L.P., a Delaware
limited partnership.

     "Blackstone Entities" shall mean Blackstone, Blackstone Group, Blackstone
Management Partners, L.P., Blackstone Management Associates, L.P. or any of
their Affiliates.

     "Blackstone Group" shall mean The Blackstone Group L.P., a Delaware limited
partnership.

     "Board" shall mean the Board of Governors of the Federal Reserve System of
the United States (or any successor).

     "Borrower Obligations" shall have the meaning assigned to such term in the
Guarantee and Collateral Agreement.

     "Borrowers" shall mean the collective reference to the Company and the
Canadian Borrowers; any of them, a "Borrower".

     "Borrowing" shall mean (i) a group of Loans of a single Type made to a
Borrower on a single date and as to which a single Interest Period is in effect
and (ii) a group of Bankers' Acceptances purchased on a single date and as to
which a single Contract Period is in effect.

     "Brazilian Subsidiary" shall mean, collectively, Plascar Industria e
Comerica Ltda. and its subsidiaries.

     "Business Day" shall mean any day (other than a day which is a Saturday,
Sunday or legal holiday in the State of New York) on which banks are open for
business in New York City; provided, however, that, when used in connection with
a Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank
market; and provided, further, that when used in connection with a Canadian
Revolving Loan, the term "Business Day" shall mean any day (other than a day
which is a Saturday, Sunday or legal holiday in the Province of Ontario) on
which banks are open for business in Toronto, Canada.

     "Canadian Administrative Agent" shall mean J.P. Morgan Bank Canada and its
successors, as administrative agent for the Canadian Lenders.


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                                       6


     "Canadian B/A Borrowing" shall mean a Canadian Revolving Credit Borrowing
comprised of Bankers' Acceptances.

     "Canadian Borrower Obligations" shall have the meaning assigned to such
term in the Canadian Guarantee and Collateral Agreement.

     "Canadian Borrowers" has the meaning given thereto in the recitals hereto.

     "Canadian Collateral" shall mean all assets of the Loan Parties, now or
hereafter acquired, upon which a Lien is intended to be created by this
Agreement or any Canadian Security Document.

     "Canadian Collateral Agent" shall mean J.P. Morgan Bank Canada, as
Collateral Agent under the Canadian Guarantee and Collateral Agreement and the
other Canadian Security Documents.

     "Canadian dollars" and "C$" shall mean lawful currency of Canada.

     "C$ Canadian Borrowing" shall mean a Borrowing denominated in C$.

     "C$ Prime Rate" shall mean, on any day, the annual rate of interest
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of:

          (a) the annual rate of interest announced from time to time by the
     Canadian Administrative Agent as its prime rate in effect at its principal
     office in Toronto on such day for determining interest rates on C$
     denominated commercial loans in Canada; and

          (b) the annual rate of interest equal to the sum of (A) the CDOR Rate
     in effect on such date and (B) 1%.

     "CDOR Rate" shall mean, on any day, the annual rate of interest which is
the rate determined as being the arithmetic average of the "BA 1 month" rate
applicable to Canadian dollar bankers' acceptances displayed and identified as
such on the "Reuters Screen CAD-CDOR Page" as at approximately 10:00 a.m.
(Toronto time) on such day, or if such day is not a Business Day then on the
immediately preceding Business Day (as adjusted by the Canadian Administrative
Agent after 10:00 a.m. (Toronto time) to reflect any error in a posted rate of
interest or in the posted average annual rate of interest); provided, however,
if such rates do not appear on the Reuters Screen CAD-CDOR Page as contemplated,
then the CDOR Rate on any day shall be calculated as the simple arithmetic
average of the 30-day discount rates applicable to Canadian dollar bankers'
acceptances quoted by the Canadian Revolving Lenders as of 10:00 a.m. (Toronto
time) on such day, or if such day is not a Business Day, then on the immediately
preceding Business Day. If fewer than three of the reference Lenders quote the
aforementioned rate on the days and at the times prescribed above, the "CDOR
Rate" shall be such other rate or rates as the parties may agree. The CDOR Rate
shall not be less than 3% per annum.

     "Canadian Guarantee and Collateral Agreement" shall mean the Canadian
Guarantee and Collateral Agreement to be executed and delivered by the Canadian
Borrowers and each Canadian Guarantor, substantially in the form of Exhibit F-2,
as the same may be amended, supplemented or otherwise modified from time to
time.

     "Canadian Guarantors" shall mean Canadian Holdings, each Canadian Borrower
and each Restricted Subsidiary (other than Inactive Subsidiaries) of Canadian
Holdings or either Canadian Borrower and each other subsidiary of Canadian
Holdings or either Canadian Borrower that becomes a party to the Canadian
Guarantee and Collateral Agreement.

     "Canadian Holdings" shall mean Collins & Aikman Holdings Canada Inc.


<PAGE>
                                       7


     "Canadian Lenders" shall mean Lenders having Canadian Revolving Credit
Commitments. Each Canadian Lender shall be a Canadian Scheduled Lender.

     "Canadian Mortgaged Properties" shall mean, as of the Closing Date, the
real immoveable properties listed on Schedule 1.01(E), as to which the Canadian
Collateral Agent for the benefit of the Canadian Lenders shall be granted a Lien
pursuant to the Canadian Mortgages and any other real or immoveable property
mortgaged under a Canadian Mortgage in accordance with Section 5.18.

     "Canadian Mortgages" shall mean each of the charge/mortgage of land and/or
the fixed and floating charge debenture, deed of hypothec on immoveable property
and the related documents, in each case made by a Canadian Borrower and/or the
Canadian Guarantors in favor of, or for the benefit of, the Canadian Collateral
Agent for the benefit of the Canadian Lenders, substantially in the form of
Exhibit G-2 (with such changes thereto as shall be advisable under the law of
the jurisdiction in which such mortgage is to be recorded), as the same may be
amended, supplemented or otherwise modified from time to time.

     "Canadian Obligations" shall mean the "Canadian Obligations" as defined in
the Canadian Guarantee and Collateral Agreement.

     "Canadian Prime Rate Borrowing" shall mean a Borrowing comprised of
Canadian Prime Rate Loans.

     "Canadian Prime Rate Loan" shall mean a Canadian Revolving Loan denominated
in C$ which bears interest at a rate based upon the C$ Prime Rate.

     "Canadian Revolving Credit Borrowing" shall mean a group of Canadian
Revolving Loans made to a Canadian Borrower on a single date and as to which a
single Interest Period is in effect.

     "Canadian Revolving Credit Commitment" shall mean, with respect to each
Lender, the commitment, if any, of such Lender to make Canadian Revolving Loans
to the Canadian Borrowers hereunder as set forth in Schedule 2.01, as the same
may be reduced from time to time pursuant to Section 2.09 or reduced or
increased pursuant to Section 2.27. The aggregate Canadian Revolving Credit
Commitments are initially $75,000,000.

     "Canadian Revolving Credit Maturity Date" shall have the same meaning as
the Tranche A Term Loan Maturity Date.

     "Canadian Revolving Credit Note" shall mean a promissory note of a Canadian
Borrower, substantially in the form of Exhibit A-5, evidencing Canadian
Revolving Loans (other than Canadian B/A Borrowings).

     "Canadian Revolving Loans" shall mean the revolving loans (including loans
made through B/As) made to either Canadian Borrower pursuant to Section 2.01(e).
Each Canadian Revolving Loan denominated in dollars shall be a Eurodollar
Revolving Loan or an ABR Revolving Loan. Each Canadian Revolving Loan
denominated in Canadian dollars shall be a Canadian Prime Rate Loan or a
Canadian B/A Borrowing.

     "Canadian Schedule II Chartered Lender" shall mean each Canadian Lender
that is (i) a Schedule II chartered bank under the Bank Act (Canada) or (ii)
each Canadian Lender that is listed on Schedule III of the Bank Act (Canada).

     "Canadian Scheduled Lender" shall mean any person named on Schedule I to
the Bank Act (Canada), Schedule II to the Bank Act (Canada) or Schedule III to
the Bank Act (Canada).

     "Canadian Security Documents" shall mean the collective reference to the
Canadian Guarantee and Collateral Agreement, the Canadian Mortgages and all
other documents, hypothecs or


<PAGE>
                                       8


instruments hereafter delivered to the Canadian Collateral Agent for the benefit
of the Canadian Lenders granting a Lien on any asset or assets of any person to
secure the Canadian Obligations.

     "Capital Expenditures" shall mean, for any person in any period, the
aggregate amount of all capital expenditures of such person during such period
(but not including Permitted Business Acquisitions or Investments permitted
pursuant to Section 6.07(k)). For the purposes hereof, the amount of any Capital
Expenditure shall not include (i) an amount equal to that portion of the
proceeds received upon any sale, transfer or other disposition of assets or
properties pursuant to Section 6.08 (h) or (j) which is applied to the purchase
of replacement assets or properties within 12 months of the receipt thereof,
(ii) expenditures that are accounted for as capital expenditures of such person
and that actually are paid for by a third party (excluding Holdings or any
subsidiary thereof) and for which neither Holdings nor any subsidiary thereof
has provided or is required to provide, directly or indirectly, any
consideration to such third party or any other person (whether before, during or
after such period), (iii) the book value of any asset owned by such person prior
to or during such period to the extent that such book value is included as a
capital expenditure during such period as a result of such person reusing or
beginning to reuse such asset during such period without a corresponding
expenditure actually having been made in such period, provided that any
expenditure necessary in order to permit such asset to be reused shall be
included as a Capital Expenditure during the period that such expenditure
actually is made or (iv) expenditures of insurance proceeds or condemnation
awards received in connection with the loss, damage, destruction or condemnation
of property of Holdings or its subsidiaries.

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

     "Cash Interest Expense" shall mean Interest Expense paid or required to be
paid in cash (but excluding any amortization of debt discounts and fees included
in the calculation of Interest Expense).

     "Certificate of Designation" shall mean the Certificate of Designation to
be filed with the Secretary of State of Delaware on or before the Closing Date
and governing the terms of the Seller Preferred, together with all instruments
and other agreements directly related thereto, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with Sections
6.10 and 6.18.

     A "Change in Control" shall be deemed to have occurred if (a) Holdings
shall cease to directly own, beneficially and of record, free and clear of any
and all Liens (other than Liens in favor of the Collateral Agent pursuant to the
Guarantee and Collateral Agreement), 100% of the issued and outstanding capital
stock (other than the Seller Preferred) of the Company; (b) any person or group
(within the meaning of Rule 13d-5 of the Securities and Exchange Commission as
in effect on the date hereof) (other than (i) any Designated Person or (ii) any
combination of Designated Persons) shall own beneficially, directly or
indirectly, shares representing more than 25% of the aggregate ordinary voting
power represented by the issued and outstanding capital stock of Holdings at a
time when Designated Persons or any combination of Designated Persons do not
beneficially own shares representing at least 50% of the aggregate ordinary
voting power represented by the issued and outstanding capital stock of
Holdings; (c) the Continuing Directors shall cease to occupy a majority of the
seats (excluding vacant seats) on the Board of Directors of Holdings; or (d) a
"change of control" (however denominated) shall occur under the Senior Unsecured
Notes Indenture, the Subordinated Notes Indenture, any agreement evidencing
Permitted Additional Senior Unsecured Notes or Permitted Subordinated
Indebtedness or a Permitted Subordinated Notes Refinancing or the Certificate of
Designation. For purposes of clause (b) of this definition, the term "Designated
Person" shall be deemed to include any other holder or holders of shares of
Holdings having ordinary voting power if (i) any Heartland Entity, Blackstone
Entity or WP Entity shall hold the irrevocable general proxy of each such holder
in respect of the shares held by such holder or (ii) such holder shall have
agreed


<PAGE>
                                       9


to vote to elect as directors the nominees or designees of the Heartland
Entities for the Board of Directors of Holdings.

     "Charges" shall have the meaning assigned to that term in Section 9.09.

     "Charitable Subsidiary" shall mean any Subsidiary that qualifies as an
exempt organization under Section 501(c)(3) of the Code.

     "Closing Date" shall mean the date on which the conditions set forth in
Section 4.02 have been satisfied, which date shall occur on or prior to December
31, 2001.

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

     "Collateral" shall mean all assets of the Loan Parties (other than Excluded
Collateral), now or hereafter acquired, upon which a Lien is intended to be
created by this Agreement or any Security Document.

     "Collateral Agent" shall mean JPMorgan Chase Bank, as Collateral Agent
under the Guarantee and Collateral Agreement and the U.S. Security Documents.

     "Collateral Delivery Date" shall mean March 15, 2002.

     "Commitment" shall mean, with respect to any Lender, such Lender's
Swingline Loan Commitment, Revolving Credit Commitment, Additional Revolving
Credit Commitment and Canadian Revolving Credit Commitment.

     "Commitment Fee" shall have the meaning assigned to such term in Section
2.05(a).

     "Company" has the meaning given thereto in the recitals hereto.

     "Compliance Certificate" shall have the meaning assigned to such term in
Section 5.04(c).

     "Conduit Lender" shall mean any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument;
provided, that the designation by any Lender of a Conduit Lender shall not
relieve the designating Lender of any of its obligations to fund a Loan under
this Agreement if, for any reason, its Conduit Lender fails to fund any such
Loan, and the designating Lender (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and waivers required or
requested under this Agreement with respect to its Conduit Lender, and provided,
further, that no Conduit Lender shall (a) be entitled to receive any greater
amount pursuant to Section 2.13, 2.15, 2.18 or 9.05 than the designating Lender
would have been entitled to receive in respect of the extensions of credit made
by such Conduit Lender or (b) be deemed to have any Commitment.

     "Confidential Information Memorandum" shall mean the Confidential
Information Memorandum relating to this Agreement, dated December 2001,
delivered to the Lenders prior to the Closing Date and any other Confidential
Information relating to this Agreement, delivered to the Lenders and prepared in
connection with syndication of this Agreement.

     "Contaminants" shall mean those substances which are regulated by or form
the basis of liability under any Environmental Law, including asbestos,
polychlorinated biphenyls, Hazardous Materials, pollutants or solid wastes.

     "Continuing Directors" shall mean the collective reference to (i) all
members of the Board of Directors of Holdings who have held office continuously
since the Closing Date and (ii) all members of the Board of Directors of
Holdings who assumed office after the Closing Date and whose


<PAGE>
                                       10


election and nomination for election by Holdings' shareholders was approved by a
vote of a majority of the then Continuing Directors or nominated by a Designated
Person.

     "Contract Period" shall mean the term of a B/A selected by a Canadian
Borrower in accordance with Section 2.26 commencing on the borrowing date,
rollover date or conversion date of such B/A, as the case may be, of such B/A
and expiring on a Business Day which shall be either 30 days, 60 days, 90 days
or 180 days thereafter, in all cases subject to availability, provided that no
Contract Period shall extend beyond the Canadian Revolving Credit Maturity Date.

     "Control" shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a person,
whether through the ownership of voting securities, by contract or otherwise,
and "Controlling" and "Controlled" shall have meanings correlative thereto.

     "Credit Agreement Creditors" shall mean the Administrative Agent, the
Canadian Administrative Agent, the Issuing Banks and the Lenders.

     "Current Assets" shall mean, with respect to any person at any date, the
consolidated aggregate amount of all assets of such person which would be
classified as current assets at such date, other than cash and cash equivalents.

     "Current Liabilities" shall mean, with respect to any person at any date,
the consolidated aggregate amount of all liabilities of such person (including
tax and other proper accruals) which would be classified as current liabilities
at such date, other than (without duplication) (i) the current portion of
long-term debt, (ii) accruals of Interest Expense (other than Interest Expense
which is due and unpaid, which shall be included in determining Current
Liabilities), dividends payable on the Seller Preferred (other than such
dividends paid in cash, which shall be included in determining Current
Liabilities) and losses or expenses on the sale of receivables to the Finance
Subsidiary, (iii) Revolving Loans, Additional Revolving Loans and Canadian
Revolving Loans classified as current, (iv) accruals of transaction costs
resulting from the Transactions and (v) accruals of any costs or expenses
related to severance or termination of employees accrued prior to the Closing
Date.

     "Default" shall mean any event or condition which upon notice, lapse of
time or both would constitute an Event of Default.

     "Designated Persons" shall mean any one or more of the Heartland Entities,
the Blackstone Entities, the WP Entities and the persons listed on Schedule
1.01(C).

     "Discount Proceeds" shall mean for any B/A, an amount (rounded to the
nearest whole cent, and with one-half of one cent being rounded up) calculated
on the applicable borrowing date, rollover date or conversion date, as the case
may be, by multiplying:

          (i) the face amount of the B/A; by

          (ii) the quotient of one divided by the sum of one plus the product
     of:

          1.   the Discount Rate (expressed as a decimal) applicable to such
               B/A, and

          2.   a fraction, the numerator of which is the number of days in the
               Contract Period of the B/A (inclusive of the first day and
               exclusive of the last day) and the denominator of which is 365.

with such quotient being rounded up or down to the fifth decimal place and
 .000005 being rounded up.


<PAGE>
                                       11


     "Discount Rate" shall mean, with respect to any Canadian Lender, as
applicable to a B/A being purchased by such Canadian Lender on any day, the
percentage discount rate (expressed to two decimal places and rounded upward, if
necessary, to the nearest 0.01%) quoted by the Canadian Administrative Agent as
the percentage discount rate at which the Canadian Administrative Agent would,
in accordance with its normal practices, at or about 10:00 a.m., Toronto time,
on such day, be prepared to purchase Bankers' Acceptances accepted by it having
a face amount and term comparable to the face amount and term of such B/A. The
Discount Rate shall not be less than 3% per annum.

     "dollars" or "$" shall mean lawful money of the United States of America.
Except as otherwise provided herein, all Loans and Letters of Credit shall be
denominated in dollars and all payment obligations of the Company and the
Canadian Borrowers under the Loan Documents shall be in dollars.

     "$ Canadian Borrowing" shall mean a Canadian Revolving Credit Borrowing
denominated in $.

     "Dollar Equivalent Amount" shall mean with respect to (i) any Canadian
Revolving Loan or Letter of Credit denominated in C$ or any B/A, the equivalent
amount in dollars of such Canadian Revolving Loan, Letter of Credit or B/A, as
determined by the Canadian Administrative Agent using The Bank of Canada "noon
rate", (ii) the amount of any Indebtedness of a Foreign Restricted Subsidiary
under Section 6.01(a) or (o) denominated in a Foreign Currency on any date, the
equivalent amount in dollars of such amount of Foreign Currency, as determined
by the Administrative Agent using the Exchange Rate and (iii) any amount
denominated in dollars, such amount in dollars.

     "Domestic Restricted Subsidiary" means any Restricted Subsidiary
incorporated or organized under the laws of the United States of America or any
state thereof at least 90% of the capital stock of which is owned directly or
indirectly by the Company (including any dual incorporated subsidiary that is
treated as a Domestic Restricted Subsidiary for tax purposes).

     "EBITDA" shall mean, without duplication, for any fiscal period, the sum of
the amounts for such fiscal period of (i) after-tax income from continuing and
discontinued operations, (ii) provision for taxes based on income, (iii)
depreciation expense, (iv) total interest expense (whether shown as interest
expense or as loss and expenses on sales of receivables), (v) amortization
expense, (vi) other non-cash items reducing income from continuing and
discontinued operations, all as determined on a consolidated basis for Holdings
and its Restricted Subsidiaries in conformity with GAAP, (vii) other income and
expense; (viii) the non-cash portion of non-recurring charges, (ix) all
management fees and other fees paid during such period to Heartland pursuant to
the Heartland Management Agreement to the extent permitted by Section 6.09, (x)
fees, charges and expenses in connection with the Transactions, (xi)
non-recurring reasonable and customary fees and expenses, which are customary or
consistent with past practices, of Holdings, the Borrower or any Restricted
Subsidiaries related to any future issuance of capital stock, incurrence of
Indebtedness or other financing transaction; (xii) to the extent reducing income
from continuing and discontinued operations, cash restructuring charges and
non-recurring cash integration expenses incurred in fiscal year 2002, provided
that the amounts referred to in this clause (xii) shall not exceed $25,000,000
in the aggregate; (xiii) to the extent reducing income from continuing and
discontinued operations, cash dividends paid on the Seller Preferred; (xiv) to
the extent reducing income from continuing and discontinued operations, non-cash
charges from the issuing of options to management of Holdings at below market
prices; and (xv) pro forma adjustments for acquisition-related savings (other
than in connection with the Transactions) permitted under Regulation S-X or
reasonably consistent with the purposes of Regulation S-X as determined in good
faith by the Company; provided, however, that for purposes of calculating the
Leverage Ratio under Section 6.15, EBITDA shall include, in addition, the pro
forma EBITDA of any person (calculated as aforesaid but with respect to such
person and its subsidiaries on a consolidated basis and after giving effect to
pro forma adjustments) prior to the date it becomes a Restricted Subsidiary of
Holdings or is merged into or is consolidated with Holdings or any of the
Restricted Subsidiaries or that person's assets are acquired by Holdings or any
of the Restricted Subsidiaries. For purposes of calculating EBITDA (i) for the
fiscal quarters ending March 31, 2001, June 30, 2001 and September 30, 2001,
EBITDA for such fiscal quarters shall be deemed to be $100,100,000, $132,000,000
and $73,400,000, respectively, and (ii) for the fiscal quarter ending December
31, 2001,


<PAGE>
                                       12


EBITDA for such fiscal quarter shall be deemed to be the actual EBITDA for such
fiscal quarter (calculated as set forth above) plus cash charges not to exceed
$5,500,000.

     "Environmental Claim" shall mean any written accusation, allegation, notice
of violation, claim, demand, order, directive, cost recovery action or
proceeding by any Governmental Authority or, if any Responsible Officer of
Holdings has knowledge of it, by any person for damages, injunctive or equitable
relief, personal injury (including sickness, disease or death), remedial action
costs, tangible or intangible property damage, damage to the environment or
natural resources, nuisance, pollution, contamination or other adverse effects
on the environment, or for fines, penalties or restrictions, resulting from or
based upon (i) the existence, or the continuation of the existence, of a Release
(including sudden or non-sudden, accidental or non-accidental Releases) of, or
exposure to, any Contaminant or odor, (ii) the presence, use, handling,
transportation, storage, treatment or the disposal of Contaminants in connection
with the operation of the facilities to which such Release relates or (iii) the
violation or alleged violation of any Environmental Law.

     "Environmental Law" shall mean any and all applicable treaties, laws,
regulations, enforceable requirements, binding determinations, orders, decrees,
judgments, injunctions, permits, approvals, authorizations, licenses, variances,
permissions, notices or binding agreements issued, promulgated or entered by any
Governmental Authority, relating to the environment, preservation or reclamation
of natural resources or to the management, Release or threatened Release of
Contaminants or noxious odor, including the Hazardous Materials Transportation
Act, 49 U.S.C. ss.ss. 1801 et seq., Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, 42 U.S.C. ss.ss. 9601 et seq., Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976
and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. ss.ss. 6901, et
seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of
1977, 33 U.S.C. ss.ss. 1251 et seq., Clean Air Act of 1970, as amended 42 U.S.C.
ss.ss. 7401 et seq., Toxic Substances Control Act of 1976, 15 U.S.C. ss.ss. 2601
et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C.
ss.ss. 11001 et seq., National Environmental Policy Act of 1975, 42 U.S.C.
ss.ss. 4321 et seq., Safe Drinking Water Act of 1974, as amended, 42 U.S.C.
ss.ss. 300(f) et seq., and any similar or implementing state or foreign law, and
all amendments or regulations promulgated thereunder.

     "Environmental Permit" shall mean any permit, approval, authorization,
license, variance, or permission required from any Governmental Authority
pursuant to any applicable Environmental Law.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
the same may be amended from time to time.

     "ERISA Affiliate" with respect to any person shall mean any trade or
business (whether or not incorporated) that is a member of a group of which such
person is a member and which is treated as a single employer under Section 414
of the Code.

     "Eurodollar Borrowing" shall mean a Borrowing comprised of Eurodollar
Loans.

     "Eurodollar Loan" shall mean any Eurodollar Tranche A Term Loan, Eurodollar
Tranche B Term Loan, or Eurodollar Revolving Loan.

     "Eurodollar Revolving Loan" shall mean any Revolving Loan, Additional
Revolving Loan or Canadian Revolving Loan in dollars bearing interest at a rate
determined by reference to the Adjusted LIBO Rate in accordance with the
provisions of Article II.

     "Eurodollar Tranche A Term Loan" shall mean any Tranche A Term Loan bearing
interest at a rate determined by reference to the Adjusted LIBO Rate in
accordance with the provisions of Article II.


<PAGE>
                                       13


     "Eurodollar Tranche B Term Loan" shall mean any Tranche B Term Loan bearing
interest at a rate determined by reference to the Adjusted LIBO Rate in
accordance with the provisions of Article II.

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

     "Excess Cash Flow" shall mean for any period (i) the Net Income for such
period plus (minus) (ii) the amount of depreciation, depletion, amortization of
intangibles, deferred taxes, accreted and zero coupon bond interest and other
noncash expenses (revenues) which, pursuant to GAAP, were deducted (added) in
determining such Net Income minus (plus) (iii) additions (reductions, other than
reductions attributable solely to Specified Asset Sales) to working capital for
such period (i.e., the increase or decrease in Current Assets of Holdings and
the Restricted Subsidiaries minus Current Liabilities of Holdings and the
Restricted Subsidiaries from the beginning to the end of such period, as
adjusted to exclude reductions attributable solely to Specified Asset Sales)
minus (iv) the amount of Capital Expenditures for such period paid by Holdings
and the Restricted Subsidiaries in cash from funds other than from the proceeds
of Borrowings minus (v) the sum of (a) scheduled Loan repayments made during
such period pursuant to Section 2.11, (b) optional prepayments of the Term Loans
made during such period pursuant to Section 2.12(a) and (c) Revolving Loan,
Additional Revolving Loan and Canadian Revolving Credit Loan repayments made
during such period that were required to be made as a result of voluntary
reductions of the Revolving Credit Commitments, Additional Revolving Credit
Commitments or Canadian Revolving Credit Commitments pursuant to Section 2.09(b)
minus (vi) scheduled mandatory payments of principal of Indebtedness of Holdings
and the Restricted Subsidiaries other than the Loans made during such period
minus (vii) fees and expenses paid in cash in connection with the Transactions
to the extent not deducted in determining Net Income minus (viii) amounts paid
in cash during such period pursuant to Section 8.4 of the Tac-Trim Purchase
Agreement.

     "Exchange Rate" shall mean with respect to any Foreign Currency on any
Business Day, the rate at which such Foreign Currency may be exchanged into
dollars, as set forth in the Wall Street Journal on such Business Day. In the
event that such rate does not appear in the Wall Street Journal on such Business
Day, the "Exchange Rate" with respect to such Foreign Currency shall be
determined by reference to such publicly available service for displaying
exchange rates as may be agreed upon by the Administrative Agent and the Company
or, in the absence of such agreement, such "Exchange Rate" shall instead be the
Administrative Agent's spot rate of exchange in the interbank market where its
foreign currency exchange operations in respect of such Foreign Currency are
then being conducted, at or about 10:00 A.M., local time, at such date for the
purchase of dollars with such Foreign 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 Administrative Agent may use any reasonable
method as it deems applicable to determine such rate, and such determination
shall be conclusive absent manifest error (without prejudice to the
determination of the reasonableness of such method).

     "Excluded Collateral" shall mean (i) the Textron Sale/Leaseback Assets and
the Textron Sale/Leaseback Mortgaged Properties to the extent such assets are
leased or mortgaged pursuant to the Textron Sale/Leaseback Financing or a
Permitted Textron Sale/Leaseback Refinancing in a transaction permitted by this
Agreement; (ii) the Manchester Property (but, at any time after such real
property has been sold in connection with an existing sale/leaseback
transaction, only for so long as such real property is subject to such
sale/leaseback transaction), provided that if the Manchester Property is not
sold and leasebacked in connection with such existing sale/leaseback transaction
prior to June 30, 2002, the Manchester Property shall not thereafter be Excluded
Collateral; (iii) until June 30, 2002, the Marshall Property, (iv) the real
properties subject to, and the Canadian equipment securing, the GECC Phase II
Lease (but, in each case, only for so long as such real property or equipment,
as the case may be, is subject to the GECC Phase II Lease); (v) accounts
receivable sold pursuant to a Permitted Receivables Financing (but only for so
long as such accounts receivable are subject to a Permitted Receivables
Financing); (vi) any assets as to which the Applicable Agent shall determine in
its reasonable discretion that the costs of obtaining a security interest are
excessive in relation to the value of the security to be afforded thereby; (vii)
assets hereafter acquired and subject to a then existing Lien permitted under
Section 6.04(a), (b) (insofar as it relates to assets subject to a Lien existing
at the time of acquisition and not created in


<PAGE>
                                       14


contemplation thereof), (h), (j), (n), (p), (r) and (u) (in each case to the
extent the documents creating such encumbrance or applicable law prohibit such
assets from becoming Collateral hereunder); (viii) all motor vehicles covered by
a certificate of title or ownership; and (ix) any license, contract, agreement,
lease or other instrument to which any Loan Party is a party to the extent that
such Loan Party is prohibited from granting a Lien in its rights thereunder
under the terms of such license, contract, agreement, lease or other instrument
or under applicable law (other than to the extent that any such terms would be
rendered ineffective pursuant to Section 9-406 of revised Article 9 of the UCC
of any relevant jurisdiction or any other applicable law and provided that any
Receivable or any money or other amounts due or to become due or other right to
payment under any such license, contract, agreement or other instrument shall be
Collateral and shall not be Excluded Collateral).

     "Executive Officer" of any corporation shall mean the president, any senior
vice president or any vice president of such person.

     "Existing Credit Agreement" shall have the meaning given to such term in
the recitals to this Agreement.

     "Facilities" shall mean the three credit facilities made available to the
Company pursuant to this Agreement consisting of, respectively, the Revolving
Credit Commitments, the Tranche A Term Loans and the Tranche B Term Loans.

     "Fees" shall mean the Agency Fees, the Fronting Fees, the Commitment Fees,
the Letter of Credit Fees and other fees described in Section 2.05.

     "Finance Subsidiary" shall mean Carcorp, Inc. and any other wholly owned
subsidiary of the Company that is formed for the sole purpose of engaging in
Permitted Receivables Financings.

     "Financial Officer" of any corporation shall mean the chief financial
officer, Senior Vice President-Finance and Accounting, Vice President-Finance,
Controller, or Treasurer of such corporation.

     "Foreign Currency" shall mean any available and freely-convertible
non-dollar currency selected by the Company and approved by the Administrative
Agent.

     "Foreign Restricted Subsidiary" shall mean any Restricted Subsidiary not
organized or incorporated under the laws of the United States of America or any
state thereof at least 90% of the capital stock of each class of which is owned
directly or indirectly by the Company.

     "Foreign Subsidiary Letter of Credit" shall mean a Letter of Credit issued
to support Indebtedness of a Foreign Restricted Subsidiary incurred pursuant to
Section 6.01(o), the Italian JV or the Brazilian Subsidiary.

     "Fronting Fees" shall have the meaning assigned to such term in Section
2.05(c).

     "Funded Debt" shall mean, as applied to any person, all Indebtedness for
borrowed money (including, without limitation, Capital Lease Obligations and
unreimbursed drawings under letters of credit) or evidenced by a note, bond,
debenture or similar instrument of that person (it being understood that all
Loans shall at all times constitute "Funded Debt" for all purposes hereunder)
but excluding all intercompany obligations that would be eliminated in a
consolidated balance sheet of such person determined in accordance with GAAP.

     "GAAP" shall mean United States generally accepted accounting principles as
in effect from time to time.

     "GECC Phase II Lease" shall mean that certain equipment lease to be entered
into on the Closing Date by and between the Company, as lessee, and General
Electric Capital Corporation, as lessor,


<PAGE>
                                       15


with respect to assets to be sold by certain of the Restricted Subsidiaries to
General Electric Capital Corporation.

     "Governmental Authority" shall mean any international, Federal, state,
regional, local or foreign court or governmental agency, authority,
instrumentality or regulatory body (including the National Association of
Insurance Commissioners).

     "Guarantee" of or by any person shall mean (i) any obligation, contingent
or otherwise, of such person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other person (the "primary obligor") in any
manner, whether directly or indirectly, and including any obligation of such
person, direct or indirect, (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness (whether arising by virtue of
partnership arrangements, by agreement to keep well, to purchase assets, goods,
securities or services, to take-or-pay or otherwise) or to purchase (or to
advance or supply funds for the purchase of) any security for the payment of
such Indebtedness, (b) to purchase property, securities or services for the
purpose of assuring the owner of such Indebtedness of the payment of such
Indebtedness, (c) to maintain working capital, equity capital or other financial
statement conditions or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or (d) entered into for the purpose of
assuring in any other manner the holders of such Indebtedness of the payment
thereof or to protect such holders against loss in respect thereof (in whole or
in part), or (ii) any Lien on any assets of such person securing any
Indebtedness of any other person, whether or not such Indebtedness is assumed by
such person; provided, however, that the term Guarantee shall not include
endorsements for collection or deposit, in either case in the ordinary course of
business.

     "Guarantee and Collateral Agreement" shall mean the Guarantee and
Collateral Agreement substantially in the form of Exhibit F-1 to be executed by
Holdings, the Company and each other Guarantor, as amended and in effect from
time to time.

     "Guarantors" shall mean (i) with respect to the Borrower Obligations,
Holdings and each Domestic Restricted Subsidiary (other than Inactive
Subsidiaries) and (ii) with respect to the Canadian Borrower Obligations of each
Canadian Borrower, the Canadian Guarantors.

     "Hazardous Materials" shall mean all explosive or regulated radioactive
materials or substances, hazardous or toxic wastes or substances, petroleum
(including crude oil or any fraction thereof) or petroleum distillates, asbestos
or material containing asbestos and all materials regulated pursuant to any
Environmental Law, including materials listed in 49 C.F.R. Section 172.101 and
hazardous substances as defined in Section 101(14) of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended.

     "Heartland" has the meaning given thereto in the recitals hereto.

     "Heartland Entities" shall mean Heartland or any of its Affiliates.

     "Heartland Management Agreement" shall mean the Services Agreement, dated
as of February 23, 2001, as amended as of August 7, 2001, among Heartland,
Holdings and the Company, as the same may be amended, supplemented or otherwise
modified from time to time as permitted by Section 6.18.

     "Holdings Common Stock" shall mean the Common Stock, par value $.01 per
Share, of Holdings.

     "Inactive Subsidiary" shall mean the Restricted Subsidiaries listed as
Inactive Subsidiaries on Schedule 3.12(a) and which Restricted Subsidiaries (i)
individually and in the aggregate have no material net assets and (ii) do not
engage in any operating activity (other than payroll or the leasing of
immaterial property).


<PAGE>
                                       16


     "Indebtedness" of any person shall mean, without duplication, (a) all
indebtedness of such person for borrowed money or for the deferred purchase
price of property or services (other than current trade liabilities incurred in
the ordinary course of business), (b) any other indebtedness of such person
which is evidenced by a note, bond, debenture or similar instrument, (c) all
Capital Lease Obligations of such person, (d) all obligations of such person in
respect of bankers' acceptances issued or created for the account of such
person, (e) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on any property owned or acquired by such person even though such
person has not assumed or otherwise become liable for the payment thereof, (f)
all obligations of such person in respect of Interest Rate Agreements which, in
accordance with the definition of Interest Rate Agreement, constitute (or would
upon early termination constitute) Indebtedness and (g) all Guarantees by such
person of Indebtedness of others. The Indebtedness of any person shall include
the Indebtedness of any partnership in which such person is a general partner;
provided that, if the sole asset of such person is its general partnership
interest in such partnership, the amount of such Indebtedness shall be deemed
equal to the value of such general partnership interest and the amount of any
Indebtedness in respect of any Guarantee of such partnership Indebtedness shall
be limited to the same extent as such Guarantee may be limited.

     "Indemnitee" shall have the meaning assigned to that term in Section
9.05(b).

     "Intercompany Loan" shall mean a loan made by any subsidiary of the Company
to the Company or any Domestic Restricted Subsidiary or by any Restricted
Subsidiary to any other Restricted Subsidiary.

     "Intercompany Note" shall mean an intercompany note evidencing Indebtedness
owed by the Company or any of its wholly owned subsidiaries to the Company or
any of its wholly owned subsidiaries and pledged pursuant to the Security
Documents in accordance with Section 6.01(c), in substantially the form of
Exhibit A-7 annexed hereto.

     "Interest Coverage Ratio" shall mean, for any period of four consecutive
fiscal quarters, the ratio of (a) EBITDA on a consolidated basis for such period
to (b) the sum of (i) Cash Interest Expense of Holdings and the Restricted
Subsidiaries on a consolidated basis for such period, (ii) any dividend on the
Seller Preferred paid in cash during such period and (iii) and losses on the
sale of receivables to the Finance Subsidiary during such period. For purposes
of calculating the total amount of clause (b) of this definition for the fiscal
quarters ending June 30, 2001, September 30, 2001 and December 31, 2001, such
amount for each such fiscal quarter shall be deemed to be $30,000,000.

     "Interest Expense" shall mean, with respect to any person for any period,
the gross interest expense of such person for such period determined on a
consolidated basis in accordance with GAAP consistently applied, including (a)
the amortization of debt discounts, (b) the amortization of all fees (including
fees with respect to interest rate protection agreements) payable in connection
with the incurrence of Indebtedness or another financing transaction (provided
that one-time fees may be amortized over the expected life of such Indebtedness
or financing, as determined in the reasonable good-faith judgment of the
Company, whether or not such amortization is permitted by GAAP) to the extent
included in interest expense and (c) the portion of any payments or accruals
with respect to Capital Lease Obligations allocable to interest expense, net of
all interest income for such period (except for purposes of the definition of
Cash Interest Expense, in which case only interest income paid or required to be
paid in cash shall be netted against cash interest expense). For purposes of the
foregoing, gross interest expense shall be determined after giving effect to any
net payments made or received by such person with respect to Interest Rate
Agreements entered into as a hedge against interest rate exposure.

     "Interest Payment Date" shall mean, (a)(i) with respect to any Eurodollar
Loan, the last day of the Interest Period applicable to the Borrowing of which
such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest
Period of more than three months' duration, each day that would have been an
Interest Payment Date had successive Interest Periods of three months' duration
been applicable to such Borrowing, and, in addition, the date of any prepayment,
refinancing or conversion of such Borrowing with or to a Borrowing of a
different Type and (ii) with respect to any ABR Loan,


<PAGE>
                                       17


Canadian Prime Rate Loan or Swingline Loan, the last day of each March, June,
September and December and (b) the Revolving Credit Maturity Date, the Tranche A
Term Loan Maturity Date or the Tranche B Term Loan Maturity Date, as applicable.

     "Interest Period" shall mean (a) as to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing or on the last day of the immediately
preceding Interest Period applicable to such Borrowing, as the case may be, and
ending on the numerically corresponding day (or, if there is no numerically
corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6
(or, except with respect to Tranche B Loans, subject to availability (as
determined by all applicable Lenders), 9 or 12) months thereafter, as the
applicable Borrower may elect and (b) as to any ABR Borrowing, Canadian Prime
Rate Loan or Swingline Loan, the period commencing on the date of such Borrowing
or Loan or on the last day of the immediately preceding Interest Period
applicable to such Borrowing or Loan, as the case may be, and ending on the
earliest of (i) the next succeeding March 31, June 30, September 30 or December
31, (ii) the Revolving Credit Maturity Date, the Tranche A Term Loan Maturity
Date or the Tranche B Term Loan Maturity Date, as applicable, and (iii) the date
such Borrowing is converted to a Borrowing of a different Type in accordance
with Section 2.10 or 2.26, as the case may be, or repaid or prepaid in
accordance with Section 2.01(d), 2.11 or 2.12; provided, however, that if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurodollar Borrowing only, such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day. Interest shall accrue from and including the first
day of an Interest Period to but excluding the last day of such Interest Period.

     "Interest Rate Agreement" shall mean any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, currency hedge
agreement or other similar agreement or arrangement dealing with interest rates
or currency exchange rates; provided that the calculation of payments for early
termination shall be made on a reasonable basis in accordance with customary
industry practices; provided further that all obligations to make such payments
for early termination (guaranteed or unguaranteed) shall, to the extent matured,
constitute Indebtedness.

     "Investment Condition" shall mean with respect to any Investment or
Permitted Business Acquisition that the following conditions are satisfied: (i)
no Default or Event of Default has occurred or would exist after giving effect
thereto; (ii) the final maturity of the Subordinated Notes is extended to
December 31, 2008 or later or the Subordinated Notes are refinanced pursuant to
a Permitted Subordinated Notes Refinancing; (iii) the aggregate outstanding
principal amount of Term Loans does not exceed $240,000,000; and (iv) the pro
forma Leverage Ratio (determined using pro forma adjustments satisfactory to the
Administrative Agent) after giving effect to any such Investment or Permitted
Business Acquisition is less than 2.5 to 1.0.

     "Investor Common Equity" shall have the meaning given to such term in the
recitals to this Agreement.

     "Investors" shall have the meaning given to such term in the recitals to
this Agreement.

     "Issuing Bank" shall mean, with respect to any Letter of Credit, JPMorgan
Chase Bank and its Affiliates including Chase Manhattan Bank (Delaware), the
Revolving Lender or Canadian Lender, as the case may be, which has agreed to
issue such Letter of Credit.

     "Italian JV" shall have the meaning given in the recitals hereto.

     "Joan Entities" shall mean Elkin McCallum, Joan Fabrics Corporation,
Western Avenue Dyers L.P., Tyng Textiles LLC and any other Affiliate of Elkin
McCallum (or any of his immediate family members, related family trusts, heirs
and descendants).

     "Joan Fabrics" shall mean Collins & Aikman Fabrics, Inc. (formerly known as
Joan Automotive Industries, Inc.), together with certain assets of Western
Avenue Dyers, L.P.


<PAGE>
                                       18


     "Lender Affiliate" shall mean (a) any Affiliate of any Lender, (b) any
person that is administered or managed by any Lender or any Affiliate of any
Lender and that is engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of
its business or (c) with respect to any Lender which is a fund that invests in
commercial loans and similar extensions of credit, any other fund that invests
in commercial loans and similar extensions of credit and is managed or advised
by the same investment advisor as such Lender or by an Affiliate of such Lender
or investment advisor.

     "Lenders" shall mean the persons identified as Lenders in this Agreement,
including persons who become Lenders pursuant to Section 9.04 and Conduit
Lenders (unless the context otherwise requires).

     "Lessor" shall have the meaning given in the recitals hereto.

     "Letter of Credit" shall mean any letter of credit issued by an Issuing
Bank pursuant to Section 2.19(a) (including, without limitation, any Foreign
Subsidiary Letter of Credit).

     "Letter of Credit Commitment" shall mean $50,000,000, as the same may be
reduced from time to time pursuant to Section 2.25.

     "Letter of Credit Disbursement" shall mean a payment or disbursement made
by an Issuing Bank pursuant to a Letter of Credit.

     "Letter of Credit Exposure" shall mean at any time the Dollar Equivalent
Amount of the sum of (a) the aggregate undrawn amount of all outstanding Letters
of Credit and (b) the aggregate amount of all Letter of Credit Disbursements not
yet reimbursed by the Borrowers as provided in Section 2.22. Letter of Credit
Exposure with respect to Letters of Credit issued for the account of the Company
is "Company Letter of Credit Exposure". Letter of Credit Exposure with respect
to Letters of Credit issued for the account of one or both of the Canadian
Borrowers is "Canadian Borrower Letter of Credit Exposure."

     "Letter of Credit Fee" shall have the meaning assigned to such term in
Section 2.21.

     "Leverage Ratio" shall mean, on the last day of any fiscal quarter, the
ratio of (a) Funded Debt of Holdings, the Restricted Subsidiaries and the
Finance Subsidiary (including, without limitation, the aggregate net investment
or equivalent amount under the Receivables Transfer Agreement) as of such date
to (b) EBITDA for the period of twelve consecutive fiscal months then ended.

     "Lien" shall mean, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, encumbrance, charge, hypothec or security interest in or on
such asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset and
(c) in the case of securities, any purchase option, call or similar right of a
third party with respect to such securities.

     "Loans" shall mean the Revolving Loans, the Additional Revolving Loans, the
Canadian Revolving Loans, the Tranche A Term Loans, the Swingline Loans and the
Tranche B Term Loans.

     "Loan Documents" shall mean this Agreement and the Notes, the Letters of
Credit (and any instrument or document executed by any Borrower relating to any
Letter of Credit) and the Security Documents.

     "Loan Parties" shall mean the Company, each Canadian Borrower and each
Guarantor.

     "Manchester Property" shall mean that certain real property located at 500
West Madison, Manchester, Michigan 48158.


<PAGE>
                                       19


     "Margin Stock" shall have the meaning assigned to such term under
Regulation U.

     "Marshall Property" shall mean that certain real property located at 905
Industrial Road, Marshall, Michigan 49068.

     "Master Shareholder Agreement" shall mean the Stockholders Agreement, dated
as of February 23, 2001, by and among Blackstone Capital Company II, L.L.C., the
Heartland Entities party thereto and the other investors party thereto,
Wasserstein/C&A Holdings, L.L.C. and Holdings, as the same may be amended,
supplemented or otherwise modified from time to time as permitted by Section
6.18.

     "Material Adverse Effect" shall mean (a) a materially adverse effect on the
business, assets, properties, operations or financial condition of Holdings and
the Restricted Subsidiaries, taken as a whole, (b) a material impairment of the
ability of Holdings or any Subsidiary of Holdings to perform any of its material
obligations under any Loan Document to which it is or will be a party or to
consummate the Transactions or (c) an impairment of the validity or
enforceability of, or material impairment of the rights, remedies or benefits
available to the Credit Agreement Creditors under, any Loan Document.

     "Maximum Rate" shall have the meaning assigned to such term in Section
9.09.

     "Mortgaged Properties" shall mean the U.S. Mortgaged Properties and the
Canadian Mortgaged Properties.

     "Mortgages" shall mean the U.S. Mortgages and the Canadian Mortgages.

     "Multiemployer Plan" with respect to any person shall mean a multiemployer
plan as defined in Section 4001(a)(3) of ERISA to which such person or any ERISA
Affiliate of such person (other than one considered an ERISA Affiliate only
pursuant to subsection (m) or (o) of Section 414 of the Code) is making or
accruing an obligation to make contributions, or has within any of the preceding
five plan years made or accrued an obligation to make contributions.

     "Net Income" shall mean, for any fiscal period, the net income (or loss) of
Holdings and its Restricted Subsidiaries and the Finance Subsidiary on a
consolidated basis for such fiscal period taken as a single accounting period
determined in conformity with GAAP; provided that there shall be excluded (i)
the income (or loss) of any Unrestricted Subsidiary (other than the Finance
Subsidiary) or any person (other than a Restricted Subsidiary) in which any
other person (other than Holdings or any of the Restricted Subsidiaries) has a
joint interest, but shall include the amount of dividends or other distributions
(including return of capital or any other cash receipt in respect of ownership
or beneficial interest) actually paid to Holdings or any of the Restricted
Subsidiaries by such Unrestricted Subsidiary or such person during such period,
(ii) the income (or loss) of any person accrued prior to the date it becomes a
Restricted Subsidiary of Holdings or is merged into or consolidated with
Holdings or any of the Restricted Subsidiaries or that person's assets are
acquired by Holdings or any of the Restricted Subsidiaries, (iii) the income of
any Restricted Subsidiary of Holdings to the extent that the declaration or
payment of dividends or similar distributions by that Restricted Subsidiary of
that income is not at the time permitted by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation and (iv) after tax gains or losses attributable to
Specified Asset Sales.

     "Net Proceeds" shall mean with respect to any sale, transfer or other
disposition (including by casualty, loss or condemnation) of any assets or
properties or any other Prepayment Event (a "Proceeds Transaction") (i) the
gross amount of any cash paid to or received by Holdings or any of the
Restricted Subsidiaries in respect of such Proceeds Transaction (including
insurance proceeds, condemnation awards and payments from time to time in
respect of installment obligations, if applicable), less (ii) the amount, if
any, of (a) Holdings' good faith best estimate of all taxes attributable to such
Proceeds Transaction which it in good faith expects to be paid in the taxable
year in which such Proceeds Transaction shall occur or in the next taxable year,
(b) reasonable and customary


<PAGE>
                                       20


fees, discounts, commissions, costs and other expenses (other than those payable
to Holdings or any Affiliate of Holdings, except that Heartland and its
Affiliates may receive fees permitted under Section 6.09 and other customary
fees on terms no less favorable to Holdings or any of the Restricted
Subsidiaries than would be obtained in a comparable arm's-length transaction for
acting as financial advisor in connection with such Proceeds Transaction) which
are incurred in connection with such Proceeds Transaction and are payable by
Holdings or any of the Restricted Subsidiaries and (c) in the case of a Proceeds
Transaction that is a sale, transfer or other disposition of assets or
properties, proceeds required to (x) discharge Liens in respect of such assets
or properties permitted by Section 6.04 or (y) to repay, or compensate for
reductions in availability under, any Permitted Receivables Financing as a
result thereof; provided, however, that Net Proceeds shall not include (1) any
amount that otherwise would constitute Net Proceeds to the extent such amount is
excluded from the definition of the term "Capital Expenditures" pursuant to
clause (i) or (iv) of the second sentence thereof or (2) any amount being
reserved for application as contemplated in clause (i) or (iv) of such second
sentence, except that in the event any amount so reserved is not in fact so
applied or contractually committed to be applied within the permitted 12-month
period, such amount shall be deemed for all purposes (including the definition
of Excess Cash Flow and Section 2.12(g)) to be Net Proceeds of a Proceeds
Transaction received upon such Proceeds Transaction.

     "Notes" shall mean the Tranche A Term Notes, the Tranche B Term Notes, the
Swingline Note, the Revolving Credit Notes, the Additional Revolving Credit
Notes and the Canadian Revolving Credit Notes.

     "Obligations" shall mean all "Obligations" as that term is defined in the
Guarantee and Collateral Agreement and the Canadian Obligations.

     "Operating Lease" shall mean a lease which is not required to be accounted
for or classified as a capital lease under GAAP. The "amount" of any Operating
Lease shall be the amount that, if such Operating Lease were accounted for as a
Capital Lease Obligation, would be recorded as a liability in accordance with
GAAP.

     "Other Taxes" shall have the meaning assigned to such term in Section 2.18.

     "Overdraft Facilities" shall mean local lines of credit made available to
Foreign Restricted Subsidiaries.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to and
defined in ERISA (or any such successor).

     "Permitted Additional Senior Unsecured Notes" shall mean any additional
unsecured senior notes of the Company or of Holdings (i) having no amortization
of principal and a final scheduled maturity no earlier than November 15, 2008
and (ii) which (A) permits the Transactions contemplated by the Loan Documents,
(B) does not provide for principal payments thereon prior to November 15, 2008,
except upon the occurrence of a change of control, asset sale or similar event
and (C) contains covenants, events of default, interest rate and other terms as
are consistent with high yield senior debt securities issued in a public
offering or a Rule 144A transaction. Additional Senior Unsecured Notes issued
under the Senior Unsecured Notes Indenture shall constitute "Permitted
Additional Senior Unsecured Notes".

     "Permitted Business Acquisitions" shall mean acquisitions of all or
substantially all of the assets of, or shares or other equity interests in, a
person or division or line of business of a person engaged in the same business
as Holdings and the Restricted Subsidiaries or in a related business if
immediately after giving effect thereto: (i) no Default or Event of Default
shall have occurred and be continuing, (ii) all transactions related thereto
shall be consummated in accordance with applicable laws, (iii) at least 90% of
the outstanding capital stock or other ownership interests of any acquired or
newly formed corporation or other entity must be owned directly by the Company
or a Domestic Restricted Subsidiary (it being understood that the acquisition of
less than 90% of the capital stock of any corporation or other entity which is
owned by a person, division or line of business acquired in a Permitted Business
Acquisition shall not be prohibited by this clause) and, except as provided in
Section 5.18(c), such corporation or entity shall become a Restricted Subsidiary
and a Guarantor and execute a counterpart to the relevant Security Documents,
and, except as provided in Section 5.18(c), all capital stock or other equity
interest created or


<PAGE>
                                       21


acquired and all property acquired in connection with such acquisition (other
than Excluded Collateral) shall be duly and validly pledged to the Collateral
Agent for the ratable benefit of the Secured Parties to the extent required by
Section 5.18, and (iv) (A) Holdings shall be in compliance, on a pro forma
basis, with the covenants contained in Sections 6.14 and 6.15 recomputed as at
the last day of the most recently ended fiscal quarter of Holdings, and the
Company shall have delivered to the Administrative Agent an officers'
certificate to such effect, together with all relevant financial information for
such acquired corporation, entity or assets, and (B) the acquired corporation or
entity shall not be liable for any Indebtedness (except for Indebtedness
permitted by Section 6.01). For purposes of Section 6, any Restricted Subsidiary
satisfying the requirements of clause (iii) above shall be deemed to be a
"wholly owned subsidiary".

     "Permitted Investments" shall mean:

          (a) direct obligations of, or obligations the principal of and
     interest on which are unconditionally guaranteed by, the United States of
     America (or by any agency thereof to the extent such obligations are backed
     by the full faith and credit of the United States of America), in each case
     maturing within one year from the date of acquisition thereof;

          (b) marketable general obligations issued by any state of the United
     States of America or any political subdivision of any such state or any
     public instrumentality thereof maturing within six months from the date of
     acquisition thereof and, at the time of acquisition, having one of the two
     highest ratings generally obtainable from either Standard & Poor's Ratings
     Group or Moody's Investors Service, Inc.;

          (c) investments in commercial paper maturing no more than six months
     from the date of acquisition thereof and having, at such date of
     acquisition, a credit rating of A-1 or higher from Standard & Poor's
     Ratings Group or P-1 or higher from Moody's Investors Service, Inc.;

          (d) investments in domestic and Eurodollar certificates of deposit,
     banker's acceptances and time deposits maturing within six months from the
     date of acquisition thereof issued or guaranteed by or placed with, and
     money market deposit accounts issued or offered by (w) any domestic office
     of any commercial bank organized or licensed under the laws of the United
     States of America or any State thereof which has a combined capital and
     surplus and undivided profits of not less than $500,000,000, (x) any
     Lender, (y) any branch of any Lender or any commercial bank organized under
     the laws of the United Kingdom, Canada, France or Japan having combined
     capital, surplus and undivided profits (less any undivided losses) of not
     less than $500,000,000 or (z) other than in the case of banker's
     acceptances, any domestic commercial bank whose deposits are guaranteed by
     the Federal Deposit Insurance Corporation (or any successor) and with whom
     deposits maintained by Holdings or any of its subsidiaries do not exceed
     the amount so guaranteed; and

          (e) investments in money market funds or other mutual funds that
     invest in the types of Permitted Investments described in clauses (a)
     through (d) above.

     "Permitted Receivables Financing" shall mean any sale by the Company or a
Restricted Subsidiary of accounts receivable and related property to a Finance
Subsidiary intended to be (and which shall be treated for the purposes hereof
and thereof as) a true sale transaction with customary limited recourse not
based upon the collectibility of the receivables sold and the corresponding sale
or pledge of such accounts receivable and related property (or an interest or
interests therein) by the Finance Subsidiary, in each case without any Guarantee
by Holdings or any other subsidiary thereof (other than limited guaranties
executed in connection with such Permitted Receivables Financing), including,
without limitation, the transactions contemplated by the receivables purchase
agreement and the receivables transfer agreement (the "Receivables Transfer
Agreement") with respect to the Receivables Facility to be entered into on the
Closing Date among the Company, individually and as collection agent, Carcorp,
Inc., as transferor, and the financial institutions parties thereto, as amended
from time to time, and the documents executed in connection therewith; provided,
however, that the terms, conditions and structure (including the legal and
organizational structure of the Finance Subsidiary and the restrictions imposed
on its activities) of and the documentation incident to any such transactions
(other than any amendments or other modification to the Receivables Transfer
Agreement and related documents in accordance with the


<PAGE>
                                       22


terms thereof) entered into after the Closing Date must be reasonably acceptable
to the Administrative Agent.

     "Permitted Subordinated Indebtedness" shall mean any additional unsecured
subordinated indebtedness of the Company or Holdings (i) having no amortization
of principal and a scheduled final maturity no earlier than November 15, 2008
and having subordination terms at least as favorable to the Lenders in all
material respects as set forth on Schedule 1.01(D) and (ii) which (A) permits
the Transactions contemplated by the Loan Documents, (B) does not provide for
any principal payments thereon prior to November 15, 2008, except upon the
occurrence of a change of control, asset sale or similar event, in each case so
long as the terms of such Permitted Subordinated Indebtedness provide that the
provisions of this Agreement must be satisfied prior to any such payment and (C)
contains covenants, events of default, interest rate and other terms as are
consistent with high yield subordinated debt securities issued in a public
offering or a Rule 144A transaction.

     "Permitted Subordinated Notes Refinancing" shall mean a refinancing of the
Subordinated Notes with Permitted Subordinated Indebtedness.

     "Permitted Tax Payment" shall mean for any taxable year of the Company in
which it joins in filing a consolidated federal income tax return with Holdings,
a payment by the Company to Holdings in an amount not in excess of the amount
required to be paid by the Company under the Tax Sharing Agreement, dated as of
November 1, 1989, between Holdings and the Company, as in effect on the Closing
Date, as amended solely to reflect the creation, acquisition or disposition of
Subsidiaries of Holdings permitted hereunder and the mergers involving Holdings
and the Company effected in July 1994; provided that within 20 days of receipt
of such payment Holdings applies the amount thereof to satisfy such tax
liability or its obligations under the Tax Sharing Agreement or to make an
equity contribution or loan to the Company.

     "Permitted Textron Sale/Leaseback Refinancing" shall mean a refinancing,
remarketing, refunding or other replacement, in whole or in part, of the Textron
Sale/Leaseback Financing provided that (i) the only assets subject to, and which
secure, such refinancing, remarketing, refunding or replacement are the assets
described in clause (i) of the definition of "Excluded Collateral" and the
proceeds thereof and (ii) the terms of such refinancing, remarketing, refunding
or replacement are not adverse to the Lenders in any material respect, taken as
a whole, provided, further, that the tenor of any such refinancing, remarketing,
refunding or replacement is at least three years.

     "person" shall mean any natural person, corporation, business trust, joint
venture, association, company, partnership or government, or any agency or
political subdivision thereof.

     "Plan" with respect to any person shall mean any pension plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code which is maintained for employees of such person or any ERISA
Affiliate of such person.

     "Pledged Stock" shall mean all "Pledged Stock" and "Pledged Notes" as such
terms are defined in the Guarantee and Collateral Agreement and "Canadian
Pledged Stock" and "Canadian Pledged Notes" as such terms are defined in the
Canadian Guarantee and Collateral Agreement.

     "Prepayment Event" shall mean (i) any Specified Asset Sale, and (ii) the
incurrence by Holdings or any Restricted Subsidiary of any Indebtedness (other
than Indebtedness permitted by Section 6.01 (other than clause (b)(x) thereof)),
provided, however, that for purposes of Section 2.12(g)(i), (a) a Prepayment
Event shall not be deemed to occur until the aggregate Net Proceeds from
Prepayment Events consisting of Specified Asset Sales not yet applied pursuant
to Section 2.12(g)(i) by reason of this proviso equals or exceeds $20,000,000,
at which time a Prepayment Event shall, except as set forth in clause (b) below,
be deemed to occur having Net Proceeds equal to the aggregate Net Proceeds from
Prepayment Events not yet so applied and (b) with respect to Specified Asset
Sales, a Prepayment Event shall be deemed to occur only with respect to that
portion of the Net Proceeds thereof required to be repaid pursuant to Section
6.08(h), (j) or (k).


<PAGE>
                                       23


     "Primary Share Purchase Agreement" shall mean the Share Purchase Agreement,
dated as of January 12, 2001, between Holdings and Heartland, as the same may be
amended, supplemented or otherwise modified from time to time as permitted by
Section 6.18.

     "Profit Participation Agreement" shall mean the Profit Participation
Agreement, dated as of February 23, 2001, among Holdings, the sellers party to
the Secondary Share Purchase Agreement, the Heartland Entities party thereto and
the other investors party thereto, as the same may be amended, supplemented or
otherwise modified from time to time as permitted by Section 6.18.

     "Purchase Money Indebtedness" shall mean Indebtedness incurred for capital
expenditures, which may be secured in compliance with Section 6.04(h).

     "Reallocation Notice" shall have the meaning assigned to that term in
Section 2.27.

     "Receivables Facility" shall have the meaning given to such term in the
recitals to this Agreement.

     "Receivables Facility Proceeds" shall have the meaning given to such term
in the recitals to this Agreement.

     "Receivables Transfer Agreement" shall have the meaning given such term in
the definition of "Permitted Receivables Financing".

     "Register" shall have the meaning given such term in Section 9.04(d).

     "Registration Rights Agreement" shall mean the Registration Rights
Agreement, dated as of February 23, 2001, by and among Blackstone Capital
Company II, L.L.C., the Heartland Entities party thereto, the other Investors
party thereto, Wasserstein/C&A Holdings, L.L.C. and Holdings, as the same may be
amended, supplemented or otherwise modified from time to time as permitted by
Section 6.18.

     "Regulation D" shall mean Regulation D of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "Regulation T" shall mean Regulation T of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "Regulation U" shall mean Regulation U of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "Regulation X" shall mean Regulation X of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "Related Fund" shall mean with respect to any Lender that is a fund that
invests in bank loans and similar extensions of credit, any other fund that
invests in bank loans and similar extensions of credit and that is managed by
the same investment advisor as such Lender or by an Affiliate of such investment
advisor.

     "Release" shall mean any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching, emanation or
migration in, into, onto or through the environment (including ambient air,
surface water, ground water, land surface, subsurface strata or workplace),
including the movement of any Contaminant through or in the air, soil, surface
water or ground water.

     "Remedial Action" shall mean (i) "remedial action" as such term is defined
in 42 U.S.C. Section 9601(24) and (ii) all other actions required or voluntarily
undertaken to (x) clean up, remove, treat, abate or in any other way address any
Contaminant in the environment or workplace, (y) prevent the Release or threat
of Release, or minimize the further Release of any Contaminant so it does not
migrate or


<PAGE>
                                       24


endanger or threaten to endanger public health or welfare of the environment or
workplace, or (z) perform studies and investigations in connection with (x) or
(y) above.

     "Reportable Event" shall mean any reportable event as defined in Section
4043(c) of ERISA or the regulations issued thereunder with respect to a Plan
(other than a Plan maintained by an ERISA Affiliate which is considered an ERISA
Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code).

     "Required Lenders" shall mean, at any time, Lenders holding the Dollar
Equivalent Amount of Loans (other than Swingline Loans), Letter of Credit
Exposure and unused Commitments representing at least a majority of the Dollar
Equivalent Amount of the sum of the aggregate principal amount of the Loans
(other than Swingline Loans) outstanding, the aggregate amount of the Letter of
Credit Exposure and unused Commitments at such time.

     "Responsible Officer" of any corporation shall mean any Executive Officer
or Financial Officer of such corporation and any other officer or similar
official thereof responsible for the administration of the obligations of such
corporation in respect of this Agreement. Unless the context otherwise requires,
Responsible Officer shall mean a Responsible Officer of Holdings.

     "Restricted Payments" shall have the meaning given in Section 6.02.

     "Restricted Subsidiary" shall mean each Subsidiary in existence as of the
Closing Date and any direct or indirect Subsidiary formed or acquired after the
Closing Date, in each case, other than Unrestricted Subsidiaries.

     "Revolving Credit Borrowing" shall mean a Borrowing comprised of Revolving
Loans.

     "Revolving Credit Commitment" shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans to the Company
hereunder as set forth in Schedule 2.01, as the same may be reduced from time to
time pursuant to Section 2.09 or reduced or increased pursuant to Section 2.27.
The aggregate Revolving Credit Commitments are initially $100,000,000. The
Additional Revolving Credit Commitments shall be in addition to the Revolving
Credit Commitments.

     "Revolving Credit Maturity Date" shall be the same date as the Tranche A
Term Loan Maturity Date.

     "Revolving Credit Note" shall mean a promissory note of the Company,
substantially in the form of Exhibit A-1, evidencing Revolving Loans.

     "Revolving Lender" shall mean any Lender with a Revolving Credit
Commitment.

     "Revolving Loans" shall mean the revolving loans made to the Company
pursuant to Section 2.01(c). Each Revolving Loan shall be a Eurodollar Revolving
Loan or an ABR Revolving Loan.

     "Secondary Share Purchase Agreement" shall mean the Share Purchase
Agreement, dated as of January 12, 2001, between Heartland, and each of
Blackstone Capital Company II, L.L.C., Blackstone Capital Partners, L.P.,
Blackstone Advisory Directors Partnership, L.P., Blackstone Family Investment
Partnership I L.P. and Wasserstein/C&A Holdings, L.L.C. as the same may be
amended, supplemented or otherwise modified from time to time as permitted by
Section 6.18.

     "Secured Parties" shall mean (a) with respect to the Obligations (as such
term is defined in the Guarantee and Collateral Agreement), the U.S. Collateral
and the U.S. Security Documents, the Credit Agreement Creditors and (b) with
respect to the Canadian Obligations, the Canadian Collateral and the Canadian
Security Documents, the Canadian Lenders and Canadian Collateral Agent.


<PAGE>
                                       25


     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Security Documents" shall mean the collective reference to the U.S.
Security Documents and the Canadian Security Documents.

     "Seller Common Equity" shall have the meaning given to such term in the
recitals to this Agreement.

     "Seller Preferred" shall have the meaning given to such term in the
recitals to this Agreement.

     "Senior Unsecured Notes" shall have the meaning given to such term in the
recitals to this Agreement.

     "Senior Unsecured Notes Indenture" shall mean the Indenture entered into by
Holdings, the Company and certain of its subsidiaries in connection with the
issuance of the Senior Unsecured Notes, together with all instruments and other
agreements entered into by Holdings, the Company or such subsidiaries in
connection therewith, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with Sections 6.10 and 6.18.

     "Significant Subsidiary" shall mean each Borrower and any Subsidiary (or,
for purposes of Article VII only, any group of Subsidiaries) that at the date of
any determination (i) accounts for 5% or more of the consolidated assets of
Holdings or (ii) has accounted for 5% or more of the consolidated EBITDA of
Holdings for each of the two consecutive periods of four fiscal quarters
immediately preceding the date of determination.

     "Specified Asset Sale" shall mean any sale, lease, transfer, assignment or
other disposition of assets, business units or property of Holdings or any of
its subsidiaries for Net Proceeds in excess of $100,000 in any transaction or
series of related transactions described in paragraph (h), (j) or (k) of Section
6.08.

     "Specified Business" shall mean the business described on Schedule 1.01(F).

     "Statutory Reserves" shall mean a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board and any other banking authority to which the
Administrative Agent is subject (a) with respect to the Base CD Rate (as such
term is used in the definition of "Alternate Base Rate"), for new negotiable
nonpersonal time deposits in dollars of over $100,000 with maturities
approximately equal to three months, and (b) with respect to the Adjusted LIBO
Rate, for Eurocurrency Liabilities (as defined in Regulation D of the Board).
Such reserve percentages shall include those imposed pursuant to such Regulation
D. Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities and
to be subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets which may be available from time to time to any
Lender under such Regulation D. Statutory Reserves shall be adjusted
automatically on and as of the Closing Date of any change in any reserve
percentage.

     "Subordinated Notes" shall mean the 11-1/2% Senior Subordinated Notes due
April 2006 issued by the Company pursuant to the Subordinated Notes Indenture.

     "Subordinated Notes Indenture" shall mean the Indenture, dated as of June
1, 1996, among First Union Bank of North Carolina, the Company, as issuer, and
Holdings and certain of its Subsidiaries, as guarantors, in connection with the
issuance of the Subordinated Notes, together with all instruments and other
agreements entered into by Holdings, the Company or such Subsidiaries in
connection therewith, as the same has been amended, supplemented or otherwise
modified as of the date hereof and as may be further amended from time to time
in accordance with Sections 6.10 and 6.18.


<PAGE>
                                       26


     "subsidiary" shall mean, with respect to any person (herein referred to as
the "parent"), any corporation, partnership, association or other business
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or more
than 50% of the general partnership interests are, at the time any determination
is being made, owned, controlled or held, or (b) which is, at the time any
determination is made, otherwise Controlled (except Controlled pursuant to any
joint venture documentation), by the parent or one or more subsidiaries of the
parent or by the parent and one or more subsidiaries of the parent.

     "Subsidiary" shall mean any subsidiary of Holdings (after giving effect to
the Acquisition) and from time to time thereafter.

     "Subsidiary Guarantor" shall mean each Subsidiary which is a Guarantor
hereunder.

     "Swingline Lender" shall mean JPMorgan Chase Bank, in its capacity as
Swingline Lender hereunder and under the other Loan Documents.

     "Swingline Loan Commitment" shall mean the commitment of the Swingline
Lender to make Swingline Loans as set forth in Section 2.01(d).

     "Swingline Loans" shall mean the swingline loans made by the Swingline
Lender to the Company pursuant to Section 2.01(d).

     "Swingline Note" shall mean a promissory note of the Company, substantially
in the form of Exhibit A-4, evidencing the Swingline Loans.

     "Tac-Trim Subsidiaries" shall have the meaning assigned to such term in the
recitals to this Agreement.

     "Tac-Trim Purchase Agreement" shall have the meaning assigned to such term
in the recitals to this Agreement.

     "Taxes" shall have the meaning assigned to such term in Section 2.18.

     "Term Loans" shall mean the collective reference to the Tranche A Term
Loans and the Tranche B Term Loans.

     "Textron Entities" shall mean Textron Inc. and its controlled Affiliates.

     "Textron Sale/Leaseback Assets" shall have the meaning given in the
recitals hereto and, in addition, shall include any equipment exchanged for any
existing Textron Sale/Leaseback Assets, provided, that the appraised value (as
determined by independent appraisers) of all such equipment shall be equal to or
less than the total appraised value (as determined by independent appraisers) of
the Textron Sale/Leaseback Assets being exchanged, and provided, further, that,
the Collateral Agent, for the benefit of the Secured Parties, shall, after
giving effect to the exchange, have a perfected first priority security interest
in the Textron Sale/Leaseback Assets that were exchanged.

     "Textron Sale/Leaseback Financing" shall have the meaning given in the
recitals hereto.

     "Textron Sale/Leaseback Mortgage" shall mean each Mortgage (as defined in
the Textron Sale/Leaseback Financing) delivered pursuant to the Textron
Sale/Leaseback Financing or any Permitted Textron Sale/Leaseback Refinancing.

     "Textron Sale/Leaseback Mortgaged Properties" shall mean each "Mortgaged
Property" as defined in the applicable Textron Sale/Leaseback Mortgage and, in
addition, shall include any real property exchanged for any existing Textron
Sale/Leaseback Mortgaged Property, provided, that the appraised value (as
determined by independent appraisers) of such real property shall be equal to or
less


<PAGE>
                                       27


than the appraised value (as determined by independent appraisers) of the
Textron Sale/Leaseback Mortgaged Property being exchanged, and provided,
further, that, after giving effect to the exchange, the Collateral Agent, for
the benefit of the Secured Parties, shall have a perfected first priority
security interest in the Textron Sale/Leaseback Mortgaged Property that was
exchanged.

     "The Becker Group" shall mean Becker Group L.L.C. and its subsidiaries.

     "Tranche A Term Borrowing" shall mean a Borrowing comprised of Tranche A
Term Loans.

     "Tranche A Term Loan Commitment" shall mean, with respect to each Lender,
the commitment, if any, of such Lender to make a Tranche A Term Loan to the
Company hereunder as set forth in Schedule 2.01. The aggregate Tranche A Term
Loan Commitments are initially $100,000,000.

     "Tranche A Term Loan Maturity Date" shall mean December 31, 2005.

     "Tranche A Term Loan Repayment Date" shall have the meaning assigned to
such term in Section 2.11.

     "Tranche A Term Loans" shall mean the term loans made to the Company
pursuant to Section 2.01(a). Each Tranche A Term Loan shall be a Eurodollar
Tranche A Term Loan or an ABR Tranche A Term Loan.

     "Tranche A Term Note" shall mean a promissory note of the Company,
substantially in the form of Exhibit A-2, evidencing Tranche A Term Loans.

     "Tranche B Term Borrowing" shall mean a Borrowing comprised of Tranche B
Term Loans.

     "Tranche B Term Loan Commitment" shall mean, with respect to each Lender,
the commitment, if any, of such Lender to make a Tranche B Term Loan to the
Company hereunder as set forth in Schedule 2.01. The aggregate Tranche B Term
Loan Commitments are initially $300,000,000.

     "Tranche B Term Loan Maturity Date" shall mean shall mean December 31,
2005.

     "Tranche B Term Loan Repayment Date" shall have the meaning assigned to
such term in Section 2.11.

     "Tranche B Term Loans" shall mean the term loans made to the Company
pursuant to Section 2.01(b). Each Tranche B Term Loan shall be a Eurodollar
Tranche B Term Loan or an ABR Tranche B Term Loan.

     "Tranche B Term Note" shall mean a promissory note of the Company,
substantially in the form of Exhibit A-3, evidencing Tranche B Term Loans.

     "Transaction Documents" shall mean the Primary Share Purchase Agreement,
the Secondary Share Purchase Agreement, the Master Shareholder Agreement, the
Registration Rights Agreement, the Profit Participation Agreement, the Heartland
Management Agreement, the Tac-Trim Purchase Agreement, the documents evidencing
the Textron Sale/Leaseback Financing, the Certificate of Designation, the Senior
Unsecured Notes Indenture and the Subordinated Notes Indenture.

     "Transactions" shall have the meanings assigned to such term in the
recitals to this Agreement.

     "Type" when used in respect of any Loan or Borrowing, shall refer to the
Rate by reference to which interest on such Loan or on the Loans (including
Loans made through B/As) comprising


<PAGE>
                                       28


such Borrowing is determined. For purposes hereof, "Rate" shall include the
Adjusted LIBO Rate, the Alternate Base Rate and the C$ Prime Rate.

     "UCC" shall mean the Uniform Commercial Code of New York, as in effect from
time to time.

     "Unrestricted Subsidiary" shall mean (i) each Finance Subsidiary, (ii)
Waterstone Insurance Inc. and any other wholly owned subsidiary of the Company
that is formed for the sole purpose of the business of insurance activities for
Holdings and its Subsidiaries and is regulated as such by a Governmental
Authority, (iii) each Charitable Subsidiary, (iv) any Subsidiary of Holdings
(other than the Company) none of the capital stock or other ownership interest
of which is owned by the Company or any of its Subsidiaries, provided that
Holdings has notified the Administrative Agent of its acquisition or creation of
such Subsidiary and its ownership interest therein concurrently with such
acquisition or creation and the intended purposes of such Subsidiary and (v) any
Subsidiary of an Unrestricted Subsidiary. Each Unrestricted Subsidiary, other
than a non-U.S. Unrestricted Subsidiary, shall have entered into the existing
Tax Sharing Agreement with Holdings and the Company (or another tax sharing
agreement containing terms which, in the reasonable judgment of the
Administrative Agent, are customary in similar circumstances to provide an
appropriate allocation of tax liabilities and benefits).

     The Unrestricted Subsidiaries shall be capitalized solely from the
following sources: (a) any Investment in such Unrestricted Subsidiary by any
person other than Holdings and the Restricted Subsidiaries; (b) Indebtedness
issued by such Unrestricted Subsidiary, or proceeds thereof; (c) capital stock
of any Unrestricted Subsidiary, or proceeds thereof; (d) capital stock of
Holdings issued by Holdings after the Closing Date, or proceeds thereof; (e)
Investments permitted to be made in Unrestricted Subsidiaries pursuant to
Section 6.07(k); and (f) with respect to any subsidiary described in clause (ii)
above, contributions from the Company or any of its subsidiaries in the ordinary
course of business and to the extent consistent with past practices as of the
Closing Date.

     Holdings will not (i) permit any Unrestricted Subsidiary to make or agree
to make any Restricted Payment or other payment prohibited by Section 6.02 or
pay, retire, repurchase and redeem any Indebtedness referred to in Section 6.05,
in each case that could not be made directly by the Borrowers or a Restricted
Subsidiary in accordance with the provisions of Section 6.02 or 6.05, as
applicable, or (ii) furnish any funds to or make any investment in an
Unrestricted Subsidiary or other person for purposes of enabling it to make any
such Restricted Payment, other payment or payment, retirement, repurchase or
redemption of indebtedness that could not be made directly by the Company or a
Restricted Subsidiary in accordance with the provisions of Section 6.02 or 6.05,
as applicable.

     "U.S. Collateral" shall mean all assets of the Loan Parties, now or
hereafter acquired, upon which a Lien is intended to be created by this
Agreement or any U.S. Security Document.

     "U.S. Mortgaged Properties" shall mean, as of the Closing Date, the real
properties listed on Schedule 1.01(E), as to which the Collateral Agent for the
benefit of the Secured Parties shall be granted a Lien pursuant to the U.S.
Mortgages and any other real property which is mortgaged under a U.S. Mortgage
in accordance with Section 5.18.

     "U.S. Mortgages" shall mean each of the mortgages and deeds of trust made
by any Loan Party in favor of, or for the benefit of, the Collateral Agent for
the benefit of the Secured Parties, substantially in the form of Exhibit G-1
(with such changes thereto as shall be advisable under the law of the
jurisdiction in which such mortgage or deed of trust is to be recorded or with
such changes as the Collateral Agent shall reasonably deem appropriate).

     "U.S. Security Documents" shall mean the collective reference to the
Guarantee and Collateral Agreement, the U.S. Mortgages and all other documents,
hypothecs, or instruments hereafter delivered to the Collateral Agent for the
benefit of the Secured Parties granting a Lien on any asset or assets of any
person to secure the Obligations (as such term is defined in the Guarantee and
Collateral Agreement).


<PAGE>
                                       29


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

     "WP" shall mean Wasserstein Perella Partners, L.P.

     "WP Entities" shall mean WP, WPMP or any of their Affiliates.

     "WPMP" shall mean Wasserstein Perella Management Partners, Inc.

     Terms Generally. The definitions in Section 1.01 shall apply equally to
both the singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation". All references herein to
Articles, Sections, Exhibits and Schedules shall be deemed references to
Articles and Sections of, and Exhibits and Schedules to, this Agreement unless
the context shall otherwise require. For all purposes of this Agreement (other
than preparation of the financial statements to be delivered pursuant to Section
5.04), all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect on the date of this Agreement applied on a
basis consistent with the application used in preparing Holdings' audited
financial statements for its fiscal year ended December 31, 2000 referred to in
Section 3.09. For the purpose of clarity, neither the Company nor any Restricted
Subsidiary shall be entitled or required to include in calculating EBITDA or Net
Income the income (or loss) attributable to a minority interest-holder in a
Restricted Subsidiary where such interest-holder is a person other than Holdings
or its Subsidiaries. Except as otherwise expressly provided herein, all terms of
an accounting or financial nature shall be construed in accordance with GAAP, as
in effect from time to time, provided that, if the Company notifies the
Administrative Agent that the Company requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Company that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith, provided, further, that if such change in GAAP would have
resulted in non-compliance with Section 6.14 or 6.15 but for such notice, the
Company agrees to enter into negotiations with the Administrative Agent to
effectuate an amendment.



                                   ARTICLE II.
                                   THE CREDITS

     Loans; Commitments. Subject to the terms and conditions and relying on the
representations and warranties set forth herein, each Lender with a Tranche A
Term Loan Commitment agrees, severally and not jointly, to make a Tranche A Term
Loan to the Company on the Closing Date in a principal amount not to exceed its
Tranche A Term Loan Commitment set forth opposite its name in Schedule 2.01.
Amounts paid or prepaid in respect of Tranche A Term Loans may not be
reborrowed.

     (a) Subject to the terms and conditions and relying upon the
representations and warranties set forth herein, each Lender with a Tranche B
Term Loan Commitment agrees, severally and not jointly, to make a Tranche B Term
Loan to the Company on the Closing Date in a principal amount not to exceed its
Tranche B Term Loan Commitment set forth opposite its name in Schedule 2.01.
Amounts paid or prepaid in respect of Tranche B Term Loans may not be
reborrowed.

     (b) Subject to the terms and conditions and relying upon the
representations and warranties set forth herein, each Revolving Lender agrees,
severally and not jointly, to make Revolving Loans to the Company, at any time
and from time to time on or after the Closing Date and until the earlier of the
Revolving Credit Maturity


<PAGE>
                                       30


Date and the termination of the Revolving Credit Commitment of such Lender in
accordance with the terms hereof, in an aggregate principal amount at any time
outstanding not to exceed the excess of (i) its Revolving Credit Commitment over
(ii) its Applicable Percentage of the sum of the Company Letter of Credit
Exposure and Swingline Loans. Within the foregoing limits, the Company may
borrow, pay or prepay and reborrow Revolving Loans on or after the Closing Date
and prior to the Revolving Credit Maturity Date, subject to the terms,
conditions and limitations set forth herein. As provided in Section 2.19, the
Revolving Credit Commitment may be utilized for the issuance of Letters of
Credit.

     (c) The Swingline Lender hereby agrees, subject to the limitations set
forth below with respect to the maximum amount of Swingline Loans permitted to
be outstanding from time to time, to make a portion of the Revolving Credit
Commitments available to the Company from time to time during the period from
the Closing Date through and excluding the earlier of Revolving Credit Maturity
Date and the termination of the Revolving Credit Commitments in an aggregate
principal amount not to exceed the Swingline Loan Commitment, by making
Swingline Loans to the Company. Swingline Loans may be made notwithstanding the
fact that such Swingline Loans, when aggregated with the Swingline Lender's
outstanding Revolving Loans and outstanding Swingline Loans, may exceed the
Swingline Lender's Revolving Credit Commitment. The Swingline Lender's
commitment to make Swingline Loans to the Company pursuant to this Section
2.01(d) is herein called its "Swingline Loan Commitment." The original amount of
the Swingline Lender's Swingline Loan Commitment is $20,000,000. The Swingline
Lender's Swingline Loan Commitment shall expire on the date the Revolving Credit
Commitments are terminated and all Swingline Loans and all other amounts owed
hereunder with respect to Swingline Loans shall be paid in full no later than
that date. Amounts borrowed under this Section 2.01(d) may be repaid and
reborrowed to but excluding the date of termination of the Revolving Credit
Commitments; provided, however, that the Company shall repay all outstanding
Swingline Loans on the last day of each fiscal quarter of the Swingline Lender.

     (i) In no event shall (a) the aggregate principal amount of Swingline Loans
outstanding at any time exceed the aggregate Swingline Loan Commitment in effect
at such time, (b) the aggregate principal amount of Revolving Loans and
Swingline Loans outstanding at any time exceed the Revolving Credit Commitments
as reduced by the aggregate Company Letter of Credit Exposure or (c) the
aggregate Swingline Loan Commitment exceed at any time the aggregate Revolving
Credit Commitments in effect at such time. Swingline Loans may only be made as
ABR Loans.

     (ii) With respect to any Swingline Loans which have not been voluntarily
prepaid by the Company, the Swingline Lender (by request to the Administrative
Agent) or Administrative Agent at any time may, on one Business Day's notice,
require each Lender, including the Swingline Lender, and each Lender hereby
agrees, subject to the provisions of this Section 2.01(d), to make a Revolving
Loan (which shall be funded as an ABR Loan) in an amount equal to such Lender's
Applicable Percentage of the amount of the Swingline Loans ("Refunded Swingline
Loans") outstanding on the date notice is given which Swingline Lender requests
the Lenders to prepay; provided that so long as no Default or Event of Default
shall have occurred and be continuing, Lenders shall not be required to make
such Revolving Loans if the aggregate principal amount of Swingline Loans
outstanding as of any Tuesday of each week (or the first Business Day occurring
after any such Tuesday if such Tuesday is not a Business Day) is less than
$1,000,000.

     (iii) In the case of Revolving Loans made by Lenders other than the
Swingline Lender under the immediately preceding paragraph (iii), each such
Lender shall make the amount of its Revolving Loan available to the
Administrative Agent, in same day funds, at the office of the Administrative
Agent located at 270 Park Avenue, New York, New York, not later than 1:00 P.M.
(New York time) on the Business Day next succeeding the date such notice is
given. The proceeds of such Revolving Loans shall be immediately delivered to
the Swingline Lender (and not to the Company) and applied to repay the Refunded
Swingline Loans. On the day such Revolving Loans are made, the Swingline
Lender's Applicable Percentage of the Refunded Swingline Loans shall be deemed
to be paid with the proceeds of a Revolving Loan made by the Swingline Lender
and such portion of Swingline Loans deemed to be so paid shall no longer be
outstanding as Swingline Loans and shall be outstanding as Revolving Loans of
Lenders. The Company authorizes the Administrative Agent and the Swingline
Lender to charge the Company's account with Administrative Agent (up to the
amount available in such account) in order to pay immediately to the Swingline
Lender the amount of such Refunded Swingline Loans to the extent amounts
received from Lenders, including amounts deemed to be received from the
Swingline Lender, are not sufficient to repay in full such Refunded Swingline
Loans. If any portion of any such amount paid (or deemed to be


<PAGE>
                                       31


paid) to the Swingline Lender should be recovered by or on behalf of the Company
from the Swingline Lender in bankruptcy, by assignment for the benefit of
creditors or otherwise, the loss of the amount so recovered shall be ratably
shared among all Lenders in the manner contemplated by Section 9.06(b). Subject
to the proviso contained in the first sentence of the preceding paragraph and to
the compliance by the Swingline Lender with the provisions of Section
2.01(d)(vii), each Lender's obligation to make the Revolving Loans referred to
in this paragraph shall be absolute and unconditional and shall not be affected
by any circumstance, including, without limitation, (i) any setoff,
counterclaim, recoupment, defense or other right which such Lender may have
against the Swingline Lender, the Company or any other person for any reason
whatsoever; (ii) the occurrence or continuance of an Event of Default or a
Default; (iii) any adverse change in the condition (financial or otherwise) of
Holdings or any of its subsidiaries; (iv) any breach of this Agreement by
Holdings, the Company or any other Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.
Nothing in this Section 2.01(d) shall be deemed to relieve any Lender from its
obligation to fulfill its Commitments hereunder or to prejudice any rights that
the Company may have against any Lender as a result of any default by such
Lender hereunder.

     (iv) A copy of each notice given by the Swingline Lender or the
Administrative Agent pursuant to this Section 2.01(d) shall be promptly
delivered by the Swingline Lender to the Administrative Agent and the Company.
Upon the making of a Revolving Loan by a Lender pursuant to this Section
2.01(d), the amount so funded shall no longer be owed in respect of Swingline
Loans.

     (v) If as a result of any bankruptcy or similar proceeding or for any other
reason, Revolving Loans are not made pursuant to this Section 2.01(d) sufficient
to repay any amounts owed to the Swingline Lender as a result of a nonpayment of
outstanding Swingline Loans, each Lender agrees to purchase, and shall be deemed
to have purchased, a participation in such outstanding Swingline Loans in an
amount equal to its Applicable Percentage of the unpaid amount together with
accrued interest thereon. Upon one Business Day's notice from the Swingline
Lender, each Lender shall deliver to the Swingline Lender an amount equal to its
respective participation in same day funds at the office of the Swingline Lender
in New York, New York. In order to evidence such participation each Lender
agrees to enter into a participation agreement at the request of the Swingline
Lender in form and substance reasonably satisfactory to all parties. In the
event any Lender fails to make available to the Swingline Lender the amount of
such Lender's participation as provided in this Section 2.01(d), the Swingline
Lender shall be entitled to recover such amount on demand from such Lender
together with interest at the customary rate set by the Swingline Lender for
correction of errors among banks in New York City for one Business Day and
thereafter at the Alternate Base Rate plus the Applicable Margin then in effect.

     (vi) Notwithstanding anything herein to the contrary, the Swingline Lender
shall not make any Swingline Loans after the occurrence and during the
continuation of a Default or Event of Default of which it is aware unless the
Required Lenders have consented thereto.

     (d) Subject to the terms and conditions and relying upon the
representations and warranties set forth herein, each Canadian Lender agrees,
severally and not jointly, to make Canadian Revolving Loans to each Canadian
Borrower, at any time and from time to time on or after the Closing Date and
until the earlier of the Canadian Revolving Credit Maturity Date and the
termination of the Canadian Revolving Credit Commitment of such Canadian Lender
in accordance with the terms hereof, in an aggregate principal amount at any
time outstanding not to exceed the Dollar Equivalent Amount of the excess of (i)
its Canadian Revolving Credit Commitment over (ii) its Applicable Percentage of
the sum of the Canadian Borrower Letter of Credit Exposure. Within the foregoing
limits, a Canadian Borrower may borrow, pay or prepay and reborrow Canadian
Revolving Loans on or after the Closing Date and prior to the Canadian Revolving
Credit Maturity Date, subject to the terms, conditions and limitations set forth
herein.

     (e) Subject to the terms and conditions and relying upon the
representations and warranties set forth herein, each Additional Revolving
Lender agrees, severally and not jointly, to make Additional Revolving Loans to
the Company, at any time and from time to time on or after the Closing Date and
until the earlier of the Revolving Credit Maturity Date and the termination of
the Additional Revolving Credit Commitment of such Lender in accordance with the
terms hereof as set forth in Section 2.27.


<PAGE>
                                       32


     Loans. Each Loan shall be made as part of a Borrowing consisting of Loans
made by the applicable Lenders ratably in accordance with their respective
Commitments; provided, however, that the failure of any Lender to make any Loan
shall not in itself relieve any other Lender of its obligation to lend hereunder
(it being understood, however, that no Lender shall be responsible for the
failure of any other Lender to make any Loan required to be made by such other
Lender). The Loans comprising each ABR Borrowing or Eurodollar Borrowing shall
be in an aggregate principal amount which is an integral multiple of $1,000,000
(or, in the case of Swingline Loans, $500,000) and not less than $5,000,000 (or,
in the case of Swingline Loans, $500,000) (or in the case of an ABR Borrowing,
an aggregate principal amount equal to the remaining balance of the Revolving
Credit Commitments). The Loans comprising each Canadian Prime Rate Borrowing or
Canadian B/A Borrowing shall be in an aggregate principal amount which is an
integral multiple of C$1,000,000 and not less than C$5,000,000 (or an aggregate
principal amount equal to the remaining balance of the Canadian Revolving Credit
Commitments); provided that the aggregate amount of any Loans comprising a
Canadian B/A Borrowing shall be subject to a minimum principal amount of
C$5,000,000 and shall be an integral multiple of C$1,000,000.

     (a) Each Borrowing shall be comprised of ABR Loans, or (except in the case
of Swingline Loans) Eurodollar Loans, as the Company may request pursuant to
Section 2.03. Each Canadian Revolving Credit Borrowing shall be comprised of (i)
in the case of a $ Canadian Borrowing, ABR Loans, or Eurodollar Loans, or (ii)
in the case of C$ Canadian Borrowing, Canadian Prime Rate Loans or Bankers'
Acceptances, as the applicable Canadian Borrower may request pursuant to Section
2.03. Each Lender may at its option fulfill its Commitment with respect to any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the applicable Borrower to repay such Loan in
accordance with the terms of this Agreement and the applicable Note. Borrowings
of more than one Type may be outstanding at the same time; provided, however,
that (except in the case of Swingline Loans) a Borrower shall not be entitled to
request any Borrowing which, if made, would result in an aggregate of more than
20 separate Eurodollar Borrowings or more than six separate Canadian B/A
Borrowings being outstanding hereunder at any one time. For purposes of the
foregoing, Loans having different Interest Periods, regardless of whether they
commence on the same date, shall be considered separate Loans.

     (b) Subject to paragraph (d) below, each Lender shall make a Loan to the
Company in the amount of its pro rata portion, as determined pursuant to Section
2.16, of each Borrowing hereunder on the proposed date thereof by wire transfer
of immediately available funds to the Administrative Agent in New York, New
York, not later than 11:00 a.m., New York City time, and the Administrative
Agent shall credit the amounts so received to the general deposit account of the
Company with the Administrative Agent or, if a Borrowing shall not occur on such
date because any condition precedent herein specified shall not have been met,
return the amounts so received to the respective Lenders. Unless the
Administrative Agent shall have received notice from a Lender prior to the date
of any Borrowing that such Lender will not make available to the Administrative
Agent such Lender's portion of such Borrowing, the Administrative Agent may
assume that such Lender has made such portion available to the Administrative
Agent on the date of such Borrowing in accordance with this paragraph (c) and
the Administrative Agent may, in reliance upon such assumption, make available
to the Company on such date a corresponding amount. If and to the extent that
such Lender shall not have made such portion available to the Administrative
Agent, such Lender and the Company severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the Company until the date such amount is repaid by either the Company or such
Lender to the Administrative Agent at (i) in the case of the Company, the
interest rate applicable at the time to the Loans comprising such Borrowing and
(ii) in the case of such Lender, the Federal Funds Effective Rate. If such
Lender shall repay to the Administrative Agent such corresponding amount
together with the applicable interest thereon, such amount shall constitute such
Lender's Loan as part of such Borrowing for purposes of this Agreement and the
Company's obligations under the preceding sentence shall terminate. If the
Company shall repay to the Administrative Agent such corresponding amount
together with the applicable interest thereon, then such amount shall not
constitute a Loan hereunder and the Company shall have no further obligations
hereunder in respect thereof.

     (i) Subject to paragraph (d) below, each Canadian Lender shall make a Loan
to the applicable Canadian Borrower in the amount of its Applicable Percentage
of each Canadian Revolving Credit Borrowing hereunder on the proposed date
thereof by wire transfer of immediately available funds to the Canadian
Administrative Agent in Toronto, Canada not later than 11:00 a.m., Toronto time,
and the Canadian Administrative


<PAGE>
                                       33


Agent shall credit the amounts so received to the general deposit account of the
applicable Canadian Borrower or, if a Canadian Revolving Credit Borrowing shall
not occur on such date because any condition precedent herein specified shall
not have been met, return the amounts so received to the respective Canadian
Lenders. Unless the Canadian Administrative Agent shall have received notice
from a Canadian Lender prior to the date of any Canadian Revolving Credit
Borrowing that such Canadian Lender will not make available to the Canadian
Administrative Agent such Canadian Lender's portion of such Canadian Revolving
Credit Borrowing, the Canadian Administrative Agent may assume that such
Canadian Lender has made such portion available to the Canadian Administrative
Agent on the date of such Canadian Revolving Credit Borrowing in accordance with
this paragraph (c) and the Canadian Administrative Agent may, in reliance upon
such assumption, make available to the applicable Canadian Borrower on such date
a corresponding amount. If and to the extent that such Canadian Lender shall not
have made such portion available to the Canadian Administrative Agent, such
Canadian Lender and the applicable Canadian Borrower agree to repay to the
Canadian Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to the applicable Canadian Borrower until the date such amount is
repaid by the applicable Canadian Borrower or such Canadian Lender to the
Canadian Administrative Agent at (i) in the case of the Canadian Borrowers, the
interest rate applicable at the time to the Loans comprising such Canadian
Revolving Credit Borrowing and (ii) in the case of such Canadian Lender, such
rate determined by the Canadian Administrative Agent as the rate then in effect
for dealings among Canadian banks. If such Canadian Lender shall repay to the
Canadian Administrative Agent such corresponding amount together with the
applicable interest thereon, such amount shall constitute such Canadian Lender's
Loan as part of such Canadian Revolving Credit Borrowing for purposes of this
Agreement and the applicable Canadian Borrower's obligations under the preceding
sentence shall terminate. If the applicable Canadian Borrower shall repay to the
Canadian Administrative Agent such corresponding amount together with the
applicable interest thereon, then such amount shall not constitute a Loan
hereunder and the Canadian Borrowers shall have no further obligations hereunder
in respect thereof. Notwithstanding the foregoing, Canadian B/A Borrowings shall
be made in accordance with the provisions of Section 2.26.

     (c) Notwithstanding any other provision of this Agreement, (x) the Company
shall not be entitled to request any Revolving Credit Borrowing if the Interest
Period requested with respect thereto would end after the Revolving Credit
Maturity Date and (y) neither Canadian Borrower shall be entitled to request any
Canadian Revolving Credit Borrowing if the Interest Period or Contract Period
requested with respect thereto would end after the Canadian Revolving Credit
Maturity Date.

     (d) Each Borrower may refinance all or any part of any Revolving Credit
Borrowing or Canadian Revolving Credit Borrowing with a Revolving Credit
Borrowing or Canadian Revolving Credit Borrowing, as the case may be, of the
same or a different Type, subject to the conditions and limitations set forth in
this Agreement. Any Revolving Credit Borrowing or Canadian Revolving Credit
Borrowing or part thereof so refinanced shall be deemed to be repaid or prepaid
in accordance with Section 2.04 or 2.12, as applicable, with the proceeds of a
new Revolving Credit Borrowing or Canadian Revolving Credit Borrowing, as the
case may be, and the proceeds of the new Revolving Credit Borrowing or Canadian
Revolving Credit Borrowing, to the extent they do not exceed the principal
amount of the Revolving Credit Borrowing or Canadian Revolving Credit Borrowing,
as the case may be, being refinanced, shall not be paid by the applicable
Lenders or Canadian Lenders, as the case may be, to the Applicable Agent, or by
the Applicable Agent to the Company or the applicable Canadian Borrower, as the
case may be, pursuant to paragraph (c) above.

     (e) If the Applicable Agent has not received from the Company or the
applicable Canadian Borrower, as the case may be, the payment required by
Section 2.22(a) by 12:00 noon, New York City time, on the date on which an
Issuing Bank has notified the Company or the applicable Canadian Borrower, as
the case may be, and the Applicable Agent that payment of a draft presented
under any Letter of Credit will be made (or such later time permitted by Section
2.22(a)), as provided in Section 2.22, the Applicable Agent will promptly notify
such Issuing Bank and each Revolving Lender or Canadian Revolving Lender, as the
case may be, of the Letter of Credit Disbursement and, in the case of each such
Lender, its Applicable Percentage of such Letter of Credit Disbursement. Each
Revolving Lender or Canadian Revolving Lender, as the case may be (other than
the applicable Issuing Bank), will pay to the Applicable Agent, not later than
2:00 p.m., New York City time, on such date (or, if payment by the applicable
Borrower is not required until after 11:00 a.m., New York City time, on such
date, by 10:00 a.m. on the immediately following Business Day) such Lender's
Applicable Percentage of such Letter of Credit Disbursement, which the
Applicable Agent will promptly pay to such Issuing Bank. The Applicable Agent
will promptly remit to


<PAGE>
                                       34


each Revolving Lender or Canadian Revolving Lender, as the case be, its
Applicable Percentage of any amounts subsequently received by the Applicable
Agent from the Company or the applicable Canadian Borrower, as the case may be,
in respect of such Letter of Credit Disbursement.

     Notice of Borrowings. The Company shall give the Administrative Agent
written notice (or telephone notice promptly confirmed in writing) (a) in the
case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time,
three Business Days before a proposed borrowing and (b) in the case of an ABR
Borrowing, not later than 12:00 noon, New York City time, one Business Day
before a proposed borrowing. Such notice shall be irrevocable and shall in each
case refer to this Agreement and specify (i) whether such Borrowing will be of
Term Loans, Revolving Loans or a combination thereof, (ii) the date of such
Borrowing (which shall be a Business Day) and the amount of Term Loans and/or
Revolving Loans requested; and (ii) if such Borrowing is to be a Eurodollar
Borrowing, the Interest Period with respect thereto. If no election as to the
Type of Borrowing is specified in any such notice, then the requested Borrowing
shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar
Borrowing is specified in any such notice, then the Company shall be deemed to
have selected an Interest Period of one month's duration. The Loans to be made
on the Closing Date shall initially be ABR Loans and unless, in its sole
discretion, the Administrative Agent shall otherwise agree, no Loan may be
converted into a Eurodollar Loan having an interest period in excess of one
month prior to the date that is 60 days after the Closing Date. If the Company
shall not have given notice in accordance with this Section 2.03 of its election
to refinance a Revolving Credit Borrowing prior to the end of the Interest
Period in effect for such Borrowing, then the Company shall (unless such
Borrowing is repaid at the end of such Interest Period) be deemed to have given
notice of an election to refinance such Borrowing with an ABR Borrowing. The
Administrative Agent shall promptly advise the applicable Lenders of any notice
given pursuant to this Section 2.03 and of each Lender's portion of the
requested Borrowing.

     (a) The applicable Canadian Borrower shall give the Canadian Administrative
Agent written notice (or telephone notice promptly confirmed in writing) (a) in
the case of a Eurodollar Borrowing or a Canadian B/A Borrowing, not later than
12:00 noon, Toronto time, three Business Days before a proposed borrowing and
(b) in the case of an ABR Borrowing or a Canadian Prime Rate Borrowing, not
later than 12:00 noon, Toronto time, one Business Day before a proposed
borrowing. Such notice shall be irrevocable and shall in each case refer to this
Agreement and specify (i) the date of such Borrowing (which shall be a Business
Day) and the amount thereof; (ii) whether such Borrowing shall be a $ Canadian
Borrowing or a C$ Canadian Borrowing; (iii) if such Borrowing is to be a
Eurodollar Borrowing, the Interest Period with respect thereto; and (iv) if such
Borrowing is to be a Canadian B/A Borrowing, the Contract Period therefor. If no
election as to the Type of Borrowing is specified in any such notice, then the
requested Borrowing shall be an ABR Borrowing or a Canadian Prime Rate
Borrowing, as the case may be. If no Interest Period with respect to any
Eurodollar Borrowing is specified in any such notice, then the applicable
Canadian Borrower shall be deemed to have selected an Interest Period of one
month's duration. If no Contract Period with respect to any Canadian B/A
Borrowing is specified in any such notice, then the applicable Canadian Borrower
shall be deemed to have selected a Contract Period of thirty days' duration. If
the applicable Canadian Borrower shall not have given notice in accordance with
this Section 2.03 of its election to refinance a Canadian Revolving Credit
Borrowing in dollars prior to the end of the Interest Period in effect for such
Borrowing, then the applicable Canadian Borrower shall (unless such Borrowing is
repaid at the end of such Interest Period) be deemed to have given notice of an
election to refinance such Borrowing with an ABR Borrowing. The Canadian
Administrative Agent shall promptly advise the Canadian Lenders of any notice
given pursuant to this Section 2.03 and of each Canadian Lender's portion of the
requested Borrowing.

     Notes; Repayment of Loans. The Company hereby unconditionally promises to
pay to the Administrative Agent for the account of each Lender (i) the then
unpaid principal amount of each Revolving Loan and Swingline Loan of such Lender
on the Revolving Credit Maturity Date (or such earlier date on which the
Revolving Loans, Additional Revolving Loans and Swing Line Loans become due and
payable pursuant to Article VII), (ii) the principal amount of the Tranche A
Term Loan of such Lender, in consecutive quarterly installments, respectively,
payable each March 31, June 30, September 30 and December 31 in accordance with
Section 2.11 (or the then unpaid principal amount of such Tranche A Term Loan,
on the date that such Tranche A Term Loan becomes due and payable pursuant to
Article VII) and (iii) the principal amount of the Tranche B Term Loan of such
Lender, in consecutive quarterly installments, payable on each March 31, June
30, September 30 and December 31 in accordance with Section 2.11 (or the then
unpaid principal amount of such Loan, on the date that such Tranche B Term Loan
becomes due and payable pursuant to Article VII). Each Canadian Borrower hereby

<PAGE>
                                       35


unconditionally promises to pay to the Canadian Administrative Agent for the
account of each Canadian Lender (i) the then unpaid principal amount of each
Canadian B/A Borrowing at the expiration of each Contract Period, if such
Borrowing is not rolled over or converted pursuant to Section 2.26 (or the then
unpaid principal amount of such B/A, on the date that such B/A becomes due and
payable pursuant to Article VII) or (ii) the then unpaid principal amount of
each Canadian Revolving Loan of such Lender on the Canadian Revolving Credit
Maturity Date (or such earlier date on which the Canadian Revolving Loans become
due and payable pursuant to Article VII). Each Borrower hereby further agrees to
pay interest on the unpaid principal amount of the Loans made to it from time to
time outstanding from the Closing Date until payment in full thereof at the
rates per annum, and on the dates, set forth in Section 2.06.

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

     (b) (1) The Administrative Agent shall maintain the Register pursuant to
Section 9.04(d), and a subaccount therein for each Lender in which shall be
recorded (i) the amount of each Revolving Loan, Additional Revolving Loan,
Swingline Loan, Tranche A Term Loan and Tranche B Term Loan made hereunder, the
Type thereof and each Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Company to each Lender hereunder and (iii) both the amount of any sum received
by the Administrative Agent hereunder from the Company and each Lender's share
thereof.

     (2) The Canadian Administrative Agent shall maintain the Register pursuant
to Section 9.04(d), and a subaccount therein for each Canadian Lender in which
shall be recorded (i) the amount of each Canadian Revolving Loan made hereunder,
the Type thereof and each Interest Period or Contract Period applicable thereto,
(ii) the amount of any principal or interest due and payable or to become due
and payable from the applicable Canadian Borrower to each Canadian Lender
hereunder, (iii) the face amount of all B/As accepted by the Canadian Lenders
and (iv) both the amount of any sum received by the Canadian Administrative
Agent hereunder from the applicable Canadian Borrower and each Canadian Lender's
share thereof.

     (c) The entries made in the Register and the accounts of each Lender
maintained pursuant to Section 2.04(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 Lender or the Administrative Agent or the Canadian Administrative
Agent to maintain the Register or any such account, or any error therein, shall
not in any manner affect the obligation of any Borrower to repay (with
applicable interest) the Loans made to such Borrower by such Lender in
accordance with the terms of this Agreement.

     (d) The Company agrees that, upon the request to the Administrative Agent
by any Lender, the Company will execute and deliver to such Lender (i) a
Revolving Credit Note and, if applicable, an Additional Revolving Credit Note
with appropriate insertions as to date and principal amount, and/or (ii) a
Tranche A Term Note with appropriate insertions as to date and principal amount,
and/or (iii) a Tranche B Term Note with appropriate insertions as to date and
principal amount and/or (iv) in the case of the Swingline Lender, a Swingline
Note with appropriate insertions as to date and principal amount. Each Canadian
Borrower agrees that, upon the request to the Canadian Administrative Agent by
any Canadian Lender, such Canadian Borrower will execute and deliver to such
Canadian Lender a Canadian Revolving Credit Note with appropriate insertions as
to date and principal amount.

     Fees. The Company agrees to pay to each Lender, through the Administrative
Agent, on the last day of March, June, September and December in each year, and
on the date on which the Revolving Credit Commitment and, if applicable, the
Additional Revolving Credit Commitment of such Lender shall be terminated as
provided herein, a commitment fee (a "U.S. Commitment Fee") of 1% (or, at any
time when the Applicable Level is Level II or higher, 0.75%) per annum on the
average daily unused amount of the Revolving Credit Commitment and the
Additional Revolving Credit Commitment of such Lender during the preceding
quarter (or shorter period ending with the Revolving Credit Maturity Date or the
date on which the Revolving Credit Commitment or, if applicable, the Additional
Revolving Credit Commitment of such Lender shall be terminated). The Canadian
Borrowers agree to pay to each Canadian Revolving Lender, through the Canadian
Administrative Agent, on the last day of March,


<PAGE>
                                       36


June, September and December in each year, and on the date on which the Canadian
Revolving Credit Commitment of such Lender shall be terminated as provided
herein, a commitment fee in dollars (a "Canadian Commitment Fee" and, together
with the U.S. Commitment Fee, the "Commitment Fees") of 1% (or, at any time when
the Applicable Level is Level II or higher, 0.75%) per annum on the average
daily unused amount of the Canadian Revolving Credit Commitment of such Lender
during the preceding quarter (or shorter period ending with the Canadian
Revolving Credit Maturity Date or the date on which the Canadian Revolving
Credit Commitment of such Lender shall be terminated). For purposes of
calculating any Lender's Commitment Fees, the outstanding Swingline Loans during
the period for which such Lender's Commitment Fees is calculated shall be deemed
to be zero. The Commitment Fees due to each Lender shall cease to accrue on the
date on which the Commitments of such Lender shall be terminated as provided
herein. All Commitment Fees shall be computed on the basis of the actual number
of days elapsed in a year of 365 or 366 days.

     (a) The Company agrees to pay to the Administrative Agent, for its own
account, at the times previously agreed, the fees (the "Agency Fees") in the
amounts previously agreed to be payable to the Administrative Agent for its own
account. The Canadian Borrowers agree to pay to the Canadian Administrative
Agent, for its own account, at the times previously agreed the fees in the
amounts previously agreed to be payable to the Canadian Administrative Agent for
its own account.

     (b) Each Borrower agrees to pay to each Issuing Bank, for its own account,
a fronting fee for each Letter of Credit issued by such Issuing Bank for the
account of such Borrower, in the amount agreed upon between such Borrower and
such Issuing Bank, payable as agreed to by such Borrower and such Issuing Bank
for such Letter of Credit, and negotiation, amendment, issuing, payment and
other customary fees (collectively, the "Fronting Fees") in the amounts
separately agreed to by such Issuing Bank and the applicable Borrower.

     (c) All Fees shall be paid on the dates due, in immediately available
funds, to the Applicable Agent for distribution, if and as appropriate, among
the Lenders or to the applicable Issuing Banks, as the case may be. Once paid,
none of the Fees shall be refundable under any circumstances.

     Interest on Loans. Subject to the provisions of Section 2.07, the Loans
comprising each ABR Borrowing and Swingline Loans shall bear interest (computed
on the basis of the actual number of days elapsed over a year of 365 or 366
days, as the case may be, when determined by reference to the Prime Rate and
over a year of 360 days at all other times) at a rate per annum equal to the
Alternate Base Rate plus the Applicable Margin.

     (a) Subject to the provisions of Section 2.07, the Loans comprising each
Eurodollar Borrowing shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 360 days) at a rate per annum equal to the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Margin.

     (b) Subject to the provisions of Section 2.07, (i) each C$ Prime Rate Loan
shall bear interest at a rate per annum equal to the C$ Prime Rate plus the
Applicable Margin and (ii) each B/A shall be subject to an Acceptance Fee
payable as set forth in Section 2.26.

     (c) Interest on each Loan shall be payable on the Interest Payment Dates
applicable to such Loan and as otherwise provided in this Agreement. The
applicable Alternate Base Rate and Adjusted LIBO Rate for each Interest Period
or day within an Interest Period, as the case may be, shall be determined by the
Administrative Agent, and the applicable C$ Prime Rate for each Interest Period
or day within an Interest Period, as the case may be, shall be determined by the
Canadian Administrative Agent, and such determinations shall be conclusive
absent manifest error.

     (d) Except as provided herein, interest and fees hereunder shall accrue and
be calculated on a daily basis on the basis of a 360-day year for actual days
elapsed, except that interest calculated on the basis of the Prime Rate or the
C$ Prime Rate shall be calculated on the basis of a 365-day (or 366-day, as the
case may be) year for actual days elapsed. For purposes of the Interest Act
(Canada) (i) whenever any interest or fee under this Agreement with respect to
credit extended thereunder, is calculated using a rate based on a year of 360
days, such rate determined pursuant to such calculation, when expressed as an
annual rate, is equivalent to (x) the applicable rate based on a year of 360
days multiplied by (y) the actual number of days in the calendar year in which
the period


<PAGE>
                                       37


for which such interest or fee is payable (or compounded) ends, and (z) divided
by 360 and (ii) the principle of deemed reinvestment of interest does not apply
to any such interest calculation under this Agreement, and (iii) the rates of
interest stipulated in this Agreement are intended to be nominal rates and not
effective rates or yields.

     Default Interest. If any Borrower shall default in the payment of the
principal of or interest on any Loan or any other amount becoming due hereunder,
by acceleration or otherwise, such Borrower shall on demand from time to time
pay interest, to the extent permitted by law, on such defaulted amount up to
(but not including) the date of actual payment (after as well as before
judgment) at a rate per annum equal to the Alternate Base Rate or the C$ Prime
Rate, as the case may be, plus the Applicable Margin plus 2% per annum.

     Alternate Rate of Interest. In the event, and on each occasion, that on the
day two Business Days prior to the commencement of any Interest Period for a
Eurodollar Borrowing the Administrative Agent shall have determined that dollar
deposits in the principal amounts of the Loans comprising such Borrowing are not
generally available in the interbank eurodollar market, or that the rates at
which such dollar deposits are being offered will not adequately and fairly
reflect the cost to any Lender of making or maintaining its Eurodollar Loan
during such Interest Period, or that reasonable means do not exist for
ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as
practicable thereafter, give written or telex or telecopy notice of such
determination to the Company and the applicable Lenders. In the event of any
such determination, any request by a Borrower for a Eurodollar Borrowing
pursuant to Section 2.03 or 2.10 shall, until the Administrative Agent shall
have advised the Company and the applicable Lenders that the circumstances
giving rise to such notice no longer exist, be deemed to be a request for an ABR
Borrowing. Each determination by the Administrative Agent hereunder shall be
conclusive absent manifest error.

     Termination and Reduction of Commitments. The Revolving Credit Commitments
and the Additional Revolving Credit Commitments shall be automatically
terminated on the Revolving Credit Maturity Date. The Canadian Revolving Credit
Commitments shall be automatically terminated on the Canadian Revolving Credit
Maturity Date. The Letter of Credit Commitment shall be automatically terminated
at 5:00 p.m., New York City time, on the date that is five Business Days prior
to the Revolving Credit Maturity Date. No Letters of Credit may be issued under
the Canadian Revolving Credit Commitments after the Canadian Revolving Credit
Maturity Date.

     (a) Upon at least three Business Days' prior irrevocable written notice to
the Applicable Agent, the Company or a Canadian Borrower, as the case may be,
may at any time in whole permanently terminate, or from time to time in part
permanently reduce, the Revolving Credit Commitments, the Additional Revolving
Credit Commitments or the Canadian Revolving Credit Commitments; provided,
however, that (i) each partial reduction of the Revolving Credit Commitments,
the Additional Revolving Credit Commitments or the Canadian Revolving Credit
Commitments shall be in an integral multiple of $1,000,000 and in a minimum
principal amount of $5,000,000, (ii) the Revolving Credit Commitments shall not
be reduced to an amount which is less than the Company Letter of Credit Exposure
and the outstanding Swingline Loans and Revolving Loans at such time, (iii) the
Additional Revolving Credit Commitments shall not be reduced to an amount which
is less than the outstanding Additional Revolving Loans at such time and (iv)
the Canadian Revolving Credit Commitments shall not be reduced to an amount
which is less than the Canadian Borrower Letter of Credit Exposure and the
Dollar Equivalent Amount of Canadian Revolving Loans.

     (b) To the extent that the program size or committed amount of the
Receivables Facility exceeds $250,000,000 at any time, then the Revolving Credit
Commitments and Additional Revolving Credit Commitments shall be automatically
and permanently reduced by the amount of such excess.

     (c) Each reduction in the Revolving Credit Commitments, the Additional
Revolving Credit Commitments or the Canadian Revolving Credit Commitments, as
the case may be, hereunder shall be made ratably among the applicable Lenders in
accordance with their respective applicable Revolving Credit Commitments,
Additional Revolving Credit Commitments or Canadian Revolving Credit
Commitments. The applicable Borrowers shall pay to the Applicable Agent for the
account of the applicable Lenders, on the date of each termination or reduction,
the Commitment Fees on the amount of the Commitments so terminated or reduced
accrued through the date of such termination or reduction.


<PAGE>
                                       38


     Conversion and Continuation of Term Loans. Each applicable Borrower shall
have the right at any time upon prior irrevocable notice to the Applicable Agent
(i) not later than 12:00 (noon), New York City time, one Business Day prior to
conversion, to convert any Eurodollar Tranche A Term Borrowing into an ABR
Tranche A Term Borrowing, or to convert any Eurodollar Tranche B Term Borrowing
into an ABR Tranche B Term Borrowing, (ii) not later than 10:00 a.m., New York
City time, three Business Days prior to conversion or continuation, to convert
any ABR Tranche A Term Borrowing into a Eurodollar Tranche A Term Borrowing, or
convert any ABR Tranche B Term Borrowing into a Eurodollar Tranche B Term
Borrowing, as applicable, for an additional Interest Period and (iii) not later
than 10:00 a.m., New York City time, three Business Days prior to conversion, to
convert the Interest Period with respect to any Eurodollar Tranche A Term
Borrowing or Eurodollar Tranche B Term Borrowing to another permissible Interest
Period, subject to the following conditions:

          (a) each conversion or continuation shall be made pro rata among the
     applicable Lenders in accordance with the respective principal amounts of
     the Loans comprising the converted or continued Borrowing;

          (b) if less than all the outstanding principal amount of any Borrowing
     shall be converted or continued, the aggregate principal amount of such
     Borrowing converted or continued shall be not less than $1,000,000;
     provided that the aggregate principal amount of each Eurodollar Borrowing
     resulting from any such conversion or continuation shall not be less than
     $1,000,000;

          (c) each conversion shall be effected by each applicable Lender by
     such Lender converting its applicable Loan (or portion thereof), and
     accrued interest on a Loan (or portion thereof) being converted shall be
     paid by the applicable Borrower at the time of conversion;

          (d) if any Eurodollar Borrowing is converted at a time other than the
     end of the Interest Period applicable thereto, the applicable Borrower
     shall pay, upon demand, any amounts due to the applicable Lenders pursuant
     to Section 2.15;

          (e) any portion of a Borrowing maturing or required to be repaid in
     less than one month may not be converted into or continued as a Eurodollar
     Borrowing;

          (f) any portion of a Eurodollar Borrowing which cannot be converted
     into or continued as a Eurodollar Borrowing by reason of clause (e) above
     shall be automatically converted at the end of the Interest Period in
     effect for such Borrowing into an ABR Borrowing;

          (g) no Interest Period may be selected for any Eurodollar Borrowing
     that would end later than a Tranche A Term Loan Repayment Date or Tranche B
     Term Loan Repayment Date, as applicable, occurring on or after the first
     day of such Interest Period if, after giving effect to such selection, the
     aggregate outstanding amount of (i) the Eurodollar Tranche A Term
     Borrowings, or the Eurodollar Tranche B Term Borrowings, as the case may
     be, with Interest Periods ending on or prior to such Tranche A Term Loan
     Repayment Date or Tranche B Term Loan Repayment Date and (ii) the ABR
     Tranche A Term Borrowings or ABR Tranche B Term Borrowings as the case may
     be, would not be at least equal to the principal amount of Tranche A Term
     Borrowings or Tranche B Term Borrowings, to be paid on such Tranche A Term
     Loan Repayment Date or Tranche B Term Loan Repayment Date; and

          (h) a Borrowing may not be converted into or continued as a Eurodollar
     Borrowing if a Default or an Event of Default has occurred and is
     continuing and the Required Lenders have determined such conversion or
     continuation is not appropriate.

     Each notice pursuant to this Section 2.10 shall be irrevocable and shall
refer to this Agreement and specify (i) the identity and amount of the Borrowing
that the applicable Borrower requests be converted or continued, (ii) whether
such Borrowing is to be converted to or continued as a Eurodollar Borrowing or
an ABR Borrowing, (iii) if such notice requests a conversion, the date of such
conversion (which shall be a Business Day) and (iv) if such Borrowing is to be
converted to or continued as a Eurodollar Borrowing, the Interest Period with
respect thereto. If no Interest Period is specified in any such notice with
respect to any conversion to or continuation as a Eurodollar Borrowing, the
applicable Borrower shall be deemed to have selected an Interest Period


<PAGE>
                                       39


of one month's duration. The Applicable Agent shall promptly advise the other
Lenders of any notice given pursuant to this Section 2.10 and of each Lender's
portion of any converted or continued Borrowing. If the Applicable Borrower
shall not have given notice in accordance with this Section 2.10 to continue any
Borrowing into a subsequent Interest Period (and shall not otherwise have given
notice in accordance with this Section 2.10 to convert such Borrowing), such
Borrowing shall, at the end of the Interest Period applicable thereto (unless
repaid pursuant to the terms hereof), automatically be continued into a new
Interest Period as an ABR Borrowing.

     Repayment of Tranche A Term and Tranche B Term Borrowings. The Tranche A
Term Borrowings shall be payable as to principal in such number of consecutive
installments, payable on such dates (each a "Tranche A Term Loan Repayment
Date") and in such amounts as set forth on Schedule 2.11.

     (a) The Tranche B Term Borrowings shall be payable as to principal in such
number of consecutive installments, payable on such dates (each a "Tranche B
Loan Repayment Date") and in such amounts as set forth on Schedule 2.11.

     (b) To the extent not previously paid, all Tranche A Term Borrowings shall
be due and payable on the Tranche A Term Loan Maturity Date and all Tranche B
Term Borrowings shall be due and payable on the Tranche B Term Loan Maturity
Date. Each payment of Eurodollar Tranche A Term Borrowings or Eurodollar Tranche
B Term Borrowings repaid pursuant to this Section 2.11 shall be accompanied by
accrued interest on the principal amount paid to but excluding the date of
payment.

     Prepayment. Each Borrower shall have the right at any time and from time to
time to prepay any Borrowing (other than a Canadian B/A Borrowing), in whole or
in part, upon, in the case of Eurodollar Borrowings, at least three Business
Days', and in the case of ABR Borrowings and C$ Prime Rate Borrowings, at least
one Business Day's, prior written notice (or telephone notice promptly confirmed
by written notice) to the Administrative Agent or the Canadian Administrative
Agent, as the case may be; provided, however, that each partial prepayment
(other than of a Swingline Loan) of ABR Loans and of Eurodollar Loans shall be
in a minimum principal amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof, each partial prepayment of C$ Prime Rate Loans
shall be in a minimum principal amount of C$5,000,000 or an integral multiple of
C$1,000,000 in excess thereof. Each prepayment of principal of the Term Loans
pursuant to this Section 2.12(a) shall be allocated ratably between the Tranche
A Term Loans and the Tranche B Term Loans and shall be made in accordance with
Section 2.12 below.

     (a) On the date of any termination or reduction of the Revolving Credit
Commitments pursuant to Section 2.09, the Company shall pay or prepay so much
of, first, the Swingline Loans and, second, the Revolving Credit Borrowings, as
shall be necessary in order that the aggregate principal amount of the Revolving
Loans and Swingline Loans outstanding will not exceed the excess, if any, of (i)
the aggregate Revolving Credit Commitments after giving effect to such
termination or reduction over (ii) the Company Letter of Credit Exposure.

     (b) On the date of any termination or reduction of the Canadian Revolving
Credit Commitments pursuant to Section 2.09, the Canadian Borrowers shall pay or
prepay so much of the Canadian Revolving Credit Borrowings as shall be necessary
in order that the aggregate principal amount of the Canadian Revolving Loans
outstanding will not exceed the excess, if any, of (i) the aggregate Canadian
Revolving Credit Commitments after giving effect to such termination or
reduction over (ii) the Canadian Borrower Letter of Credit Exposure.

     (c) On the date of any termination or reduction of the Additional Revolving
Credit Commitments pursuant to Section 2.09 or Section 2.27, the Company shall
pay or prepay so much of the Additional Revolving Credit Loans as shall be
necessary in order that the aggregate principal amount of the Additional
Revolving Loans outstanding will not exceed the aggregate Additional Revolving
Credit Commitments after giving effect to such termination or reduction.

     (d) The Company shall prepay the Borrowings at the times and in the amounts
required pursuant to Sections 2.12(g) and 2.12(h).

     (e) Each Borrower's prepayment obligations under any paragraph of this
Section 2.12 shall be in addition to, and shall not be discharged by the
performance of, its obligations under any other such paragraph. Each


<PAGE>
                                       40


notice of prepayment shall specify the prepayment date and the principal amount
of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and
shall commit the applicable Borrower to prepay such Borrowing by the amount
stated therein on the date stated therein. All prepayments under this Section
2.12 shall be subject to Section 2.15 but otherwise without premium or penalty
(other than as set forth in Section 2.12(m)). All prepayments under this Section
2.12 shall be accompanied by accrued interest on the principal amount being
prepaid to the date of payment.

     (f) (i) In the event and on each occasion that a Prepayment Event occurs,
subject to Sections 6.08(h) and (j), the Company and any other applicable
Borrower shall apply an amount equal to 100% of the Net Proceeds therefrom to
prepay the Term Loans (allocated ratably between the Tranche A Term Loans and
the Tranche B Term Loans) in accordance with Section 2.12(i) below.
Substantially simultaneously with (and in any event not later than the Business
Day next following) the occurrence of a Prepayment Event, the applicable
Borrower shall pay to the Applicable Agent (for application to the prepayment of
Loans in accordance with this Section 2.12(g)(i)) an amount equal to 100% of the
Net Proceeds from such Prepayment Event.

     (ii) Upon the issuance of any Senior Unsecured Notes or Permitted
Additional Senior Unsecured Notes in excess of an aggregate principal amount of
$500,000,000, the Company and any other applicable Borrower shall apply an
amount equal to 100% of the Net Proceeds therefrom to prepay the Tranche A Term
Loans in accordance with Section 2.12(i) below and to make an offer to prepay
the Tranche B Term Loans at par in accordance with Section 2.12(k) below
(allocated ratably between the Tranche A Term Loans and the Tranche B Term
Loans). Substantially simultaneously with (and in any event not later than the
Business Day next following) the occurrence of such issuance, the applicable
Borrower shall pay to the Applicable Agent (for application to the prepayment of
Loans in accordance with this Section 2.12(g)(ii)) an amount equal to 100% of
the Net Proceeds from such issuance.

     (g) Not later than 90 days after the end of each fiscal year of the
Company, commencing with the fiscal year ending on or about December 31, 2002,
the Company and any other applicable Borrower shall pay to the Applicable Agent
(for application to the prepayment of the Term Loans (allocated ratably between
the Tranche A Term Loans and the Tranche B Term Loans) in accordance with
Section 2.12(i) below) an amount equal to the Applicable Excess Cash Flow
Prepayment Percentage (as of the last day for the fiscal year for which Excess
Cash Flow is calculated) of the amount of the Excess Cash Flow for such fiscal
year.

     (h) Each prepayment of principal of the Tranche A Term Loans or the Tranche
B Term Loans pursuant to this Section 2.12 shall be applied to reduce scheduled
payments of principal of the applicable Loans due under paragraph (a) or (b), as
applicable, of Section 2.11 after the date of such prepayment pro rata in
accordance with the remaining scheduled amount of each such payment; provided,
however, that in the case of any prepayment of the Term Loans pursuant to
Section 2.12(h) or Section 2.12(a), the principal amount of such prepayment
shall be applied to reduce scheduled payments of principal due under Section
2.11 after the date of such prepayment in the chronological order of maturity.
Notwithstanding anything in this Section 2.12 to the contrary, so long as any
Tranche A Term Loans are outstanding, each prepayment with respect to the
Tranche B Term Loans (other than any prepayment made pursuant to Section
2.12(a)) shall be applied in accordance with Section 2.12(k).

     (i) In the event the amount of any prepayment required to be made above
shall exceed the aggregate principal amount of the applicable outstanding ABR
Loans (the amount of any such excess being called the "Excess Amount"), the
Company and any other applicable Borrower shall have the right, in lieu of
making such prepayment in full, to prepay all the outstanding applicable ABR
Loans and to deposit an amount equal to the Excess Amount with the Collateral
Agent in a cash collateral account maintained (pursuant to documentation
satisfactory to the Administrative Agent) by and in the sole dominion and
control of the Collateral Agent. Any amounts so deposited shall be held by the
Collateral Agent as collateral for the Obligations and applied to the prepayment
of the applicable Eurodollar Loans at the end of the current Interest Periods
applicable thereto. On any Business Day on which (x) collected amounts remain on
deposit in or to the credit of such cash collateral account after giving effect
to the payments made on such day pursuant to this Section 2.12(j) and (y) the
Company shall have delivered to the Collateral Agent a written request or a
telephonic request (which shall be promptly confirmed in writing) that such
remaining collected amounts be invested in the Permitted Investments specified
in such request, the Collateral Agent shall use its reasonable efforts to invest
such remaining collected amounts in such Permitted Investments; provided,
however, that the Collateral Agent shall have continuous dominion and full

<PAGE>
                                       41


control over any such investments (and over any interest that accrues thereon)
to the same extent that it has dominion and control over such cash collateral
account and no Permitted Investment shall mature after the end of the Interest
Period for which it is to be applied. The Company and any other applicable
Borrower shall not have the right to withdraw any amount from such cash
collateral account until the applicable Eurodollar Loans and accrued interest
thereon are paid in full or if a Default or Event of Default then exists or
would result.

     (j) The Company shall at least three Business Days prior to any expected
prepayment (or offer of prepayment) pursuant to Section 2.12(g) or (h), as the
case may be, notify the Applicable Agent of such prepayment (or offer of
prepayment) and the approximate amount and date thereof. Upon receipt of any
such notice, the Applicable Agent shall promptly provide to each Tranche B
Lender a notice (each, a "Prepayment Option Notice") (i) setting forth the
amount of such prepayment (or offer of prepayment) to be applied to the Tranche
B Term Loans (the "Tranche B Prepayment Amount"), the estimated portion thereof
that the applicable Tranche B Lender will be entitled to receive if it accepts
such prepayment (or offer of prepayment) on the prepayment date (each, a
"Prepayment Date"), (ii) requesting such Tranche B Lender to notify the
Applicable Agent in writing, no later than the Business Day preceding the
Prepayment Date, of such Tranche B Lender's acceptance or rejection (in each
case, in whole and not in part) of such prepayment (or offer of prepayment) and
(iii) informing such Tranche B Lender that failure by such Tranche B Lender to
reject prepayment (or offer of prepayment) in writing on or before the Business
Day prior to the Prepayment Date shall be deemed an acceptance of such
prepayment (or offer of prepayment). On the Prepayment Date, the Applicable
Agent shall apply that portion of the Tranche B Prepayment Amount in respect of
which Tranche B Lenders have accepted or been deemed to have accepted prepayment
(or offer of prepayment) to the prepayment of the Tranche B Term Loans in
accordance with this Section 2.12(k). The remaining amount of the Tranche B
Prepayment Amount after the payments described in the immediately preceding
sentence shall be allocated to the then-outstanding Tranche A Term Loans for
prepayment in accordance with Section 2.12(i).

     (k) If at any time the outstanding balance of the Canadian Revolving Loans
exceeds 105% of the Canadian Revolving Credit Commitments as a result of the
fluctuation of currency values, the Canadian Borrowers shall immediately repay
the aggregate outstanding Canadian Revolving Loans to the extent required to
eliminate such excess. If any such excess remains after repayment in full of the
aggregate outstanding Canadian Revolving Loans, the Canadian Borrowers shall
provide cash collateral for the Canadian Borrower Letter of Credit Exposure and
Canadian B/A Borrowings in the manner set forth in Sections 2.24 and 2.26, as
applicable, to the extent required to eliminate such excess.

     (l) Each prepayment (whether mandatory, optional or otherwise) (other than
any optional prepayment made from (a) the proceeds of any issuance of shares of
Holdings' capital stock or (b) that portion of Excess Cash Flow not subject to a
mandatory prepayment pursuant to Section 2.12(h)) of the Tranche B Term Loans of
any Lender during any period set forth below shall be accompanied by payment of
a prepayment premium on the amount prepaid (unless receipt of such prepayment
premium is waived by such Lender):

     Period                                Premium

Closing Date to and including first           3%
anniversary of

Closing Date Thereafter to and including
second anniversary of Closing Date            2%

Thereafter to and including third             1%
anniversary of Closing Date

     Notwithstanding the foregoing, a prepayment premium shall not be required
to be paid on any prepayment made pursuant to any offer to prepay the Tranche B
Term Loans made pursuant to Section 2.12(g)(ii).

     Reserve Requirements; Change in Circumstances. Notwithstanding any other
provision herein, if after the Closing Date any change in applicable law or
regulation or in the interpretation or administration thereof by any
governmental authority (including the National Association of Insurance
Commissioners) charged with the


<PAGE>
                                       42


interpretation or administration thereof (whether or not having the force of
law) shall change the basis of taxation of payments to any Lender or any Issuing
Bank in respect of any Letter of Credit or of the principal of or interest on
any Eurodollar Loan made by such Lender or any Fees or other amounts payable
hereunder (other than changes in respect of (i) taxes imposed on the overall net
income of such Lender or such Issuing Bank by the jurisdiction in which such
Lender or such Issuing Bank has its principal office or by any political
subdivision or taxing authority therein and (ii) any Taxes described in Section
2.18), or shall impose, modify or deem applicable any reserve, special deposit
or similar requirement against assets or deposits with or for the account of or
credit extended by or, in the case of the Letters of Credit, participated in by
such Lender (except any such reserve requirement which is reflected in the
Adjusted LIBO Rate) or such Issuing Bank or shall impose on such Lender or such
Issuing Bank or the interbank eurodollar market any other condition affecting
this Agreement, any Letter of Credit (or any participation with respect
thereto), the Letter of Credit Exposure, the Letter of Credit Commitment or
Eurodollar Loans made by such Lender, and the result of any of the foregoing
shall be to increase the cost to such Lender or such Issuing Bank of making or
maintaining the Letter of Credit Exposure, the Letter of Credit Commitment or
any Eurodollar Loan (or, in the case of such Issuing Bank, of making any payment
or maintaining the Letter of Credit Commitment) or to reduce the amount of any
sum received or receivable by such Lender or such Issuing Bank hereunder or
under the Notes (whether of principal, interest or otherwise) by an amount
deemed by such Lender or such Issuing Bank to be material, then the Company will
pay to such Lender or such Issuing Bank upon demand such additional amount or
amounts as will compensate such Lender or such Issuing Bank for such additional
costs incurred or reduction suffered.

     (a) If any Lender or Issuing Bank shall have determined that the adoption
after the Closing Date of any law, rule, regulation, official directive or
guideline (whether or not having the force of law) regarding capital adequacy,
or any change after the Closing Date in any of the foregoing or in the
interpretation or administration of any of the foregoing by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or any lending office of
such Lender) or Issuing Bank or any Lender's or Issuing Bank's holding company
with any request or directive regarding capital adequacy (whether or not having
the force of law) made or issued after the date hereof by any such authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on such Lender's or Issuing Bank's capital or on the capital of
such Lender's or Issuing Bank's holding company, if any, as a consequence of
this Agreement or its obligations pursuant hereto to a level below that which
such Lender or Issuing Bank or such Lender's or Issuing Bank's holding company
would have achieved but for such adoption, change or compliance (taking into
consideration such Lender's or Issuing Bank's policies and the policies of such
Lender's or Issuing Bank's holding company with respect to capital adequacy) by
an amount deemed by such Lender or Issuing Bank to be material, then from time
to time the applicable Borrower shall pay to such Lender or Issuing Bank such
additional amount or amounts as will compensate such Lender or Issuing Bank or
such Lender's or Issuing Bank's holding company for any such reduction suffered.

     (b) A certificate of each Lender or Issuing Bank setting forth such amount
or amounts as shall be necessary to compensate such Lender or Issuing Bank or
its holding company as specified in paragraph (a) or (b) above, as the case may
be, shall be delivered to the applicable Borrower through the Applicable Agent
and shall be conclusive absent manifest error. The Company shall pay each Lender
or Issuing Bank the amount shown as due on any such certificate delivered by it
within 10 days after its receipt of the same.

     (c) In the event any Lender or Issuing Bank delivers a notice pursuant to
paragraph (e) below, the Company may require, at the Company's expense and
subject to Section 2.15, such Lender or Issuing Bank to assign, at par plus
accrued interest and fees, without recourse (in accordance with Section 9.04)
all its interests, rights and obligations hereunder (including, in the case of a
Lender, all of its Commitment and the Loans at the time owing to it and its
Notes and participations in Letters of Credit held by it and its obligations to
acquire such participations) to a financial institution specified by the
Company, provided that (i) such assignment shall not conflict with or violate
any law, rule or regulation or order of any court or other Governmental
Authority, (ii) the applicable Borrower shall have received the written consent
of the Applicable Agent, which consent shall not unreasonably be withheld, to
such assignment, (iii) the Company shall have paid to the assigning Lender or
Issuing Bank all monies accrued and owing hereunder to it (including pursuant to
this Section) and (iv) in the case of a required assignment by an Issuing Bank,
all outstanding Letters of Credit issued by such Issuing Bank shall be canceled
and returned to such Issuing Bank.


<PAGE>
                                       43


     (d) Promptly after any Lender or Issuing Bank has determined, in its sole
judgment, that it will make a request for increased compensation pursuant to
this Section, such Lender or Issuing Bank will notify the applicable Borrower
thereof. Failure on the part of any Lender or Issuing Bank so to notify the
applicable Borrower or to demand compensation for any increased costs or
reduction in amounts received or receivable or reduction in return on capital
with respect to any period shall not constitute a waiver of such Lender's or
Issuing Bank's right to demand compensation with respect to such period or any
other period; provided that the applicable Borrower shall not be under any
obligation to compensate any Lender or Issuing Bank under Section 2.13(b) with
respect to increased costs or reductions with respect to any period prior to the
date that is six months prior to such request if such Lender or the Issuing Bank
knew or could reasonably have been expected to be aware of the circumstances
giving rise to such increased costs or reductions and of the fact that such
circumstances would in fact result in such increased costs or reduction;
provided, further, that, the foregoing limitation shall not apply to any
increased costs or reductions arising out of the retroactive application of any
law, regulation, rule, guideline or directive as aforesaid within such six month
period. The protection of this Section shall be available to each Lender and
Issuing Bank regardless of any possible contention of the invalidity or
inapplicability of the law, rule, regulation, guideline or other change or
condition which shall have occurred or been imposed.

     Change in Legality. Notwithstanding any other provision herein, if the
adoption of or any change in any law or regulation or in the interpretation
thereof by any Governmental Authority charged with the administration or
interpretation thereof shall make it unlawful for any Lender to make or maintain
any Eurodollar Loan or to give effect to its obligations as contemplated hereby
with respect to any Eurodollar Loan, then, by written notice to the applicable
Borrower and to the Applicable Agent, such Lender may:

          (i) declare that Eurodollar Loans will not thereafter be made by such
     Lender hereunder, whereupon any request by the applicable Borrower for a
     Eurodollar Borrowing shall, as to such Lender only, be deemed a request for
     an ABR Loan unless such declaration shall be subsequently withdrawn; and

          (ii) require that all outstanding Eurodollar Loans made by it be
     converted to ABR Loans, in which event all such Eurodollar Loans shall be
     automatically converted to ABR Loans as of the effective date of such
     notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal which would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
ABR Loans made by such Lender in lieu of, or resulting from the conversion of,
such Eurodollar Loans.

     (a) For purposes of this Section 2.14, a notice to a Borrower by any Lender
shall be effective as to each Eurodollar Loan, if lawful, on the last day of the
Interest Period currently applicable to such Eurodollar Loan; in all other cases
such notice shall be effective on the date of receipt by such Borrower.

     Indemnity. The Company and, if applicable, the Canadian Borrowers shall
severally indemnify each Lender against any loss or expense (other than taxes)
which such Lender may sustain or incur as a consequence of (a) any failure by
any Borrower to fulfill on the date of any Borrowing or proposed Borrowing
hereunder the applicable conditions set forth in Article IV, (b) any failure by
any Borrower to borrow or to refinance, convert or continue any Loan hereunder
after irrevocable notice of such Borrowing, refinancing, conversion or
continuation has been given pursuant to Section 2.03 or 2.10, (c) any payment,
prepayment or conversion of a Eurodollar Loan required by any other provision of
this Agreement or otherwise made or deemed made on a date other than the last
day of the Interest Period applicable thereto, (d) any default in payment or
prepayment of the principal amount of any Loan or B/A or any part thereof or
interest accrued thereon, as and when due and payable (at the due date thereof,
whether by scheduled maturity, acceleration, irrevocable notice of prepayment or
otherwise) or (e) the occurrence of any Event of Default, including, in each
such case, any loss or reasonable expense sustained or incurred or to be
sustained or incurred in liquidating or employing deposits from third parties
acquired to effect or maintain such Loan or any part thereof as a Eurodollar
Loan or B/A, as the case may be. Such loss or reasonable expense shall exclude
loss of margin hereunder but shall include an amount equal to the excess, if
any, as reasonably determined by such Lender, of (i) its cost of obtaining the
funds for the Loan being paid, prepaid, converted or not borrowed, converted or
continued (assumed to be the Adjusted LIBO Rate or Discount Rate applicable
thereto) for the period from the date of such payment, prepayment, conversion or
failure to


<PAGE>
                                       44


borrow, convert or continue to the last day of the Interest Period or Contract
Period for such Loan (or, in the case of a failure to borrow, convert or
continue, the Interest Period or Contract Period for such Loan which would have
commenced on the date of such failure) over (ii) the amount of interest (as
reasonably determined by such Lender) that would be realized by such Lender in
reemploying the funds so paid, prepaid, converted or not borrowed, converted or
continued for such period or Interest Period or Contract Period, as the case may
be. A certificate of any Lender setting forth any amount or amounts which such
Lender is entitled to receive pursuant to this Section (and the reasons
therefor) shall be delivered to the applicable Borrower through the Applicable
Agent and shall be conclusive absent manifest error.

     Pro Rata Treatment. Except as required under Sections 2.12, 2.14, 2.18,
2.26 and 2.27, each Borrowing, each payment or prepayment of principal of any
Borrowing, each payment of interest on the Loans, each payment of the Commitment
Fees or Letter of Credit Fees, each reduction of the Revolving Credit
Commitments, the Additional Revolving Credit Commitments and the Canadian
Revolving Credit Commitments, and each refinancing of any Borrowing with,
conversion of any Borrowing to or continuation of any Borrowing as a Borrowing
of any Type shall be allocated (except in the case of Swingline Loans) pro rata
among the Lenders in accordance with their respective Revolving Credit
Commitments, Additional Revolving Credit Commitments or Canadian Revolving
Credit Commitments, as the case may be, or, if applicable outstanding Loans, as
the case may be. Each Lender agrees that in computing such Lender's portion of
any Borrowing to be made hereunder, the Applicable Agent may, in its discretion,
round each Lender's percentage of such Borrowing, computed in accordance with
Section 2.01, to the next higher or lower whole dollar amount.

     Payments. The Company shall make each payment without set-off or
counterclaim (including principal of or interest on any Borrowing or any Fees or
other amounts) required to be made by it hereunder and under any other Loan
Document not later than 12:00 noon, New York City time, on the date when due in
dollars to the Administrative Agent at its offices at One Chase Manhattan Plaza
- 8th Floor, New York, New York, 10081, Attention of Loan Agency Services, in
immediately available funds, for credit to JPMorgan Chase Bank, ABA Number
021000021, Account Number 323-5-02059. Each Canadian Borrower shall make each
payment without set-off or counterclaim (including principal of or interest on
any Borrowing or any Fees or other amounts) required to be made by it hereunder
and under any other Loan Document not later than 12:00 noon, Toronto time, on
the date when due to the Canadian Administrative Agent, at its offices at 200
Bay Street, Suite 1800, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J2,
Attention Funding Officer, in immediately available funds, (i) for the credit of
J.P. Morgan Bank Canada, Royal Bank of Canada, Correspondent Banking Division,
Toronto, Transit #: 09591, Account Number 219-247-4 (if such payment is made in
Canadian dollars). Such payments shall be for credit to the account of J.P.
Morgan Bank Canada at JPMorgan Chase Bank, New York, New York, ABA Number:
021000021, SWIFT Number: CHASUS 33, Account Number: 001-1-150620 (if such
payment is made in dollars).

     (a) Whenever any payment (including principal of or interest on any
Borrowing or any Fees or other amounts) hereunder or under any other Loan
Document shall become due, or otherwise would occur, on a day that is not a
Business Day, such payment may be made on the next succeeding Business Day
(except in the case of payment of principal of a Eurodollar Borrowing if the
effect of such extension would be to extend such payment into the next
succeeding month, in which event such payment shall be due on the immediately
preceding Business Day), and such extension of time shall in such case be
included in the computation of interest or Fees, if applicable.

     (b) Each obligation of the Borrowers and the Guarantors under the Loan
Documents related to any Loans or Letter of Credit denominated in dollars shall
be paid in dollars. Each obligation of the Borrowers and the Guarantors related
to any Loans or Letters of Credit denominated in Canadian dollars shall be paid
in Canadian dollars.

     Taxes. Any and all payments by each Borrower to the Administrative Agent or
the Canadian Administrative Agent, as the case may be, the Issuing Banks or the
Lenders hereunder or under the other Loan Documents shall be made, in accordance
with Section 2.17 free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or withholdings,
and all liabilities with respect thereto, excluding (i) in the case of each
Lender, each Issuing Bank and the Administrative Agent, taxes that would not be
imposed but for a connection between such Lender, such Issuing Bank or the
Administrative Agent (as the case may be) and the jurisdiction imposing such
tax, other than a connection arising solely by virtue of the activities of such
Lender, such Issuing Bank or the Administrative Agent (as the case may be)
pursuant to or in respect of this


<PAGE>
                                       45


Agreement or under any other Loan Document, including, without limitation,
entering into, lending money or extending credit pursuant to, receiving payments
under, or enforcing, this Agreement or any other Loan Document, and (ii) in the
case of each Lender, each Issuing Bank and the Administrative Agent, any United
States withholding taxes payable with respect to payments hereunder or under the
other Loan Documents under laws (including, without limitation, any statute,
treaty, ruling, determination or regulation) in effect on the Initial Date (as
hereinafter defined) for such Lender, such Issuing Bank or the Administrative
Agent, as the case may be, but not excluding any United States withholding taxes
payable solely as a result of any change in such laws occurring after the
Initial Date (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as "Taxes"). For
purposes of this Section 2.18, the term "Initial Date" shall mean (i) in the
case of the Administrative Agent, any Issuing Bank or any Lender, the date on
which such person became a party to this Agreement and (ii) in the case of any
assignment including any assignment by a Lender or an Issuing Bank to a new
lending office, the date of such assignment. If any Taxes shall be required by
law to be deducted from or in respect of any sum payable hereunder or under any
other Loan Document to any Lender, any Issuing Bank, the Canadian Administrative
Agent or the Administrative Agent (i) the sum payable by the applicable Borrower
shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.18) such Lender, such Issuing Bank, the Canadian Administrative
Agent or the Administrative Agent (as the case may be) receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the
applicable Borrower shall make such deductions and (iii) the applicable Borrower
shall pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law. No Borrower shall be required to
pay any amounts pursuant to clause (i) of the preceding sentence to any Lender,
any Issuing Bank, the Administrative Agent or the Canadian Administrative Agent
(in the case of payments to be made by the Company) not organized under the laws
of the United States of America or a state thereof (or, in the case of payments
to be made by the Canadian Borrowers, not organized under the laws of Canada) if
such Lender, such Issuing Bank, the Canadian Administrative Agent or the
Administrative Agent fails to comply with the requirements of paragraph (f) or
(g), as the case may be, and paragraph (h) of this Section 2.18.

     (a) In addition, the Company agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies which arise from the execution, delivery or registration of, or otherwise
with respect to, this Agreement or any other Loan Document (hereinafter referred
to as "Other Taxes").

     (b) The Company will indemnify each Lender, each Issuing Bank, the
Administrative Agent and the Canadian Administrative Agent for the full amount
of Taxes and Other Taxes (including any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section 2.18) paid by such Lender,
such Issuing Bank or the Administrative Agent or the Canadian Administrative
Agent, as the case may be, and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto whether or not such Taxes or
Other Taxes were correctly or legally asserted. Such indemnification shall be
made within 10 days after the date any Lender, any Issuing Bank, the Canadian
Administrative Agent or the Administrative Agent, as the case may be, makes
written demand therefor. If a Lender, an Issuing Bank, the Administrative Agent
or the Canadian Administrative Agent shall become aware that it is entitled to
receive a refund or is reasonably requested by a Borrower to pursue a claim for
a refund in respect of Taxes or Other Taxes, it shall promptly notify such
Borrower of the availability of such refund (unless instructed to pursue a claim
by such Borrower) and shall, within 30 days after receipt of a request by such
Borrower, pursue or timely claim such refund at such Borrower's expense;
provided that such Lender shall not be required to pursue or claim such refund
if such Lender reasonably determines that the pursuit or claim of such refund
will have a disadvantageous impact upon such Lender. If any Lender, any Issuing
Bank, the Administrative Agent or the Canadian Administrative Agent receives a
refund in respect of any Taxes or Other Taxes for which such Lender, such
Issuing Bank, the Administrative Agent or the Canadian Administrative Agent has
received payment from a Borrower hereunder, it shall promptly notify such
Borrower of such refund and shall, within 30 days after receipt of a request by
such Borrower (or promptly upon receipt, if such Borrower has requested
application for such refund pursuant hereto), repay such refund (plus any
interest received) to such Borrower, provided that such Borrower, upon the
request of such Lender, such Issuing Bank, the Administrative Agent or the
Canadian Administrative Agent, agrees to return such refund (plus any penalties,
interest or other charges required to be paid) to such Lender, such Issuing
Bank, the Administrative Agent or the Canadian Administrative Agent in the event
such Lender, such Issuing Bank, the Administrative Agent or the Canadian
Administrative Agent is required to repay such refund.


<PAGE>
                                       46


     (c) Within 30 days after the date of any payment of Taxes or Other Taxes
withheld by any Borrower in respect of any payment to any Lender, any Issuing
Bank, the Canadian Administrative Agent or the Administrative Agent, such
Borrower will furnish to the Applicable Agent, at its address referred to in
Schedule 2.01, the original or a certified copy of a receipt evidencing payment
thereof or a copy of the return reporting payment thereof or other evidence of
such payment reasonably satisfactory to the Applicable Agent.

     (d) Without prejudice to the survival of any other agreement contained
herein, the agreements and obligations contained in this Section 2.18 shall
survive the payment in full of principal and interest hereunder and the
termination of the Commitments.

     (e) In the case of any Borrowing by the Company, this paragraph (f) shall
apply. Each Lender, each Issuing Bank and the Administrative Agent that is not
organized under the laws of the United States of America or a state thereof
agrees that at least 10 days prior to the first Interest Payment Date following
the Initial Date in respect of such Issuing Bank or such Lender, it will deliver
to the Company and the Administrative Agent (if appropriate) two duly completed
copies of either (i) 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 the Issuing Bank or such Lender or the Administrative Agent, as the case
may be, is entitled to receive payments under this Agreement and the Notes
payable to it without deduction or withholding of any United States federal
income taxes and backup withholding taxes or is entitled to receive such
payments at a reduced rate pursuant to a treaty provision or (ii) in the case of
a Lender that is not a "bank" within the meaning of Section 881(c)(3) of the
Code, United States Internal Revenue Service Form W-8BEN or successor applicable
form and a statement from such Lender certifying to the fact that interest
payable to it hereunder (A) will not be described in Section 871(h)(3)(A) or
Section 881(c)(3)(A), (B) or (C) of the Code and (B) will not be effectively
connected with a trade or business carried on in the United States by such
Lender. Each Lender, each Issuing Bank and the Administrative Agent required to
deliver to the Company and the Administrative Agent a Form W-8BEN or W-8ECI
pursuant to the preceding sentence further undertakes to deliver to the Company
and the Administrative Agent (if appropriate) two further copies of Form W-8BEN
or W-8ECI, or successor forms, or other similar manner of certification and such
extensions or renewals thereof as may reasonably be requested by the Company
and, in the case where a Form W-8BEN has been delivered in accordance with
clause (ii) of the preceding sentence, a further statement certifying to the
facts set forth in clause (B) of the preceding sentence (i) at the times
reasonably requested by the Company, (ii) after the occurrence of an event
requiring a change in the most recent form or statement previously delivered by
it to the Company or (iii) in the case of Form W-8BEN or W-8ECI, on or before
the date that any such form expires or becomes obsolete, and, in the case of
Form W-8BEN or W-8ECI delivered in accordance with clause (i) of the preceding
sentence, certifying that such Issuing Bank or such Lender is entitled to
receive payments under this Agreement without deduction or withholding of any
United States federal income taxes and backup withholding taxes or is entitled
to receive such payments at a reduced rate pursuant to a treaty provision,
unless such Issuing Bank or such Lender advises the Company that it is unable
lawfully to provide such forms and other certifications and notifies the Company
to such effect. Unless the Company and the Administrative Agent have received
forms, certificates and other documents satisfactory to them indicating that
payments hereunder or under or in respect of the Notes or the Letters of Credit
to or for any Issuing Bank or Lender not incorporated under the laws of the
United States or a state thereof are not subject to United States withholding
tax or are subject to such tax at a rate reduced by an applicable tax treaty,
the Company or the Administrative Agent shall withhold such taxes from such
payments at the applicable statutory rate.

     (f) In the event a Canadian Borrower is required to pay additional amounts
pursuant to this Section 2.18, this paragraph (g) shall apply. Each Lender, each
Issuing Bank and the Canadian Administrative Agent that is not incorporated
within or under the laws of Canada and that is claiming such additional amounts
agrees that within a reasonable period of time following the request of a
Canadian Borrower, it will, to the extent it is legally entitled to a reduction
in the rate of or exemption from Canadian withholding taxes, deliver to such
Canadian Borrower and the Canadian Administrative Agent (if appropriate) any
form or document required under the laws, regulations, official interpretations
or treaties enacted by, made or entered into with Canada properly completed and
duly executed by such Issuing Bank, such Lender or Canadian Administrative Agent
establishing that any payments hereunder are exempt from Canadian withholding
tax or subject to a reduced rate of Canadian withholding tax, as the case may
be; provided that, in the sole determination of such Lender, such Issuing Bank
or the Canadian Administrative Agent, such form or document shall not be
otherwise disadvantageous to such Lender, such Issuing Bank or the
Administrative Agent.


<PAGE>
                                       47


     (g) Any Issuing Bank and any Lender claiming any additional amounts payable
pursuant to this Section 2.18 shall use reasonable efforts (consistent with
legal and regulatory restrictions) to file any certificate or document requested
by any Borrower or to change the jurisdiction of its applicable lending office
if the making of such a filing or change would avoid the need for or reduce the
amount of any such additional amounts which may thereafter accrue and would not,
in the sole determination of such Issuing Bank or such Lender, be otherwise
disadvantageous to such Issuing Bank or such Lender. In addition, in the event
any Issuing Bank or any Lender claims additional amounts payable pursuant to
this Section 2.18, the affected Borrower may, at its sole expense and effort,
upon notice to such Issuing Bank or such Lender and the Applicable Agent,
require such Issuing Bank or such Lender to transfer and assign, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all of its interests, rights and obligations under this Agreement
to an assignee that shall assume such assigned obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided that (w) such
assignment will result in a reduction in the claim for additional amounts under
this Section 2.18, (x) such assignment shall not conflict with any law, rule or
regulation or order of any court or other Governmental Authority having
jurisdiction, (y) the affected Borrower shall have received the prior written
consent of the Applicable Agent, which consent shall not unreasonably be
withheld, and (z) the affected Borrower or such assignee shall have paid to the
affected Issuing Bank or the affected Lender in immediately available funds an
amount equal to the sum of the principal of and interest accrued to the date of
such payment on the outstanding Letter of Credit Disbursements or such Loans of
such Issuing Bank or such Lender, respectively, plus all Fees and other amounts
accrued for the account of such Issuing Bank or such Lender hereunder.

     SECTION II.19. Issuance of Letters of Credit.

     (a) Each Issuing Bank agrees, upon the terms and subject to the conditions
herein set forth, to issue Letters of Credit (including Foreign Subsidiary
Letters of Credit), in a form reasonably acceptable to the Applicable Agent and
such Issuing Bank, appropriately completed, for the account of the Company or
applicable Canadian Borrower, as the case may be, at any time and from time to
time on and after the Closing Date until the earlier of the date five Business
Days prior to the Revolving Credit Maturity Date or the Canadian Revolving
Credit Maturity Date, as the case may be, and the termination of the Revolving
Credit Commitments or the Canadian Revolving Credit Commitments, as the case may
be, in accordance with the terms hereof; provided, however, that any Letter of
Credit shall be issued by an Issuing Bank only if, and each request by a
Borrower for the issuance of any Letter of Credit shall be deemed a
representation and warranty of such Borrower that, immediately following the
issuance of any such Letter of Credit, (i)(x) the Letter of Credit Exposure
(other than in respect of Indebtedness of the Brazilian Subsidiary and the
Italian JV) shall not exceed the Letter of Credit Commitment in effect at the
time, (y) the Letter of Credit Exposure in respect of Indebtedness of the
Brazilian Subsidiary shall not exceed $30,000,000 and the Letter of Credit
Exposure in respect of Indebtedness of the Italian JV shall not exceed
$10,000,000 and (z) the Letter of Credit Exposure shall not exceed the Revolving
Credit Commitments and Canadian Revolving Credit Commitments in effect at the
time, and (ii) the Borrowers will be in compliance with Sections 2.01(c) and
(e). In determining whether the issuance of a Letter of Credit will comply with
the preceding sentence, each Issuing Bank may rely conclusively on information
obtained from the Administrative Agent or the Canadian Administrative Agent, as
the case may be, regarding the aggregate principal amount of outstanding
Revolving Loans, Canadian Revolving Loans and the aggregate Revolving Credit
Commitments, Canadian Revolving Credit Commitments, Letter of Credit Exposure
and Swingline Loans.

     (b) Each Letter of Credit shall expire no later than the fifth Business Day
preceding the Revolving Credit Maturity Date or the Canadian Revolving Credit
Maturity Date, as the case may be, unless such Letter of Credit expires by its
terms on an earlier date as described below in Section 2.19(c). Each Letter of
Credit shall provide for payments of drawings in dollars or, if requested by a
Canadian Borrower, Canadian dollars. Each Letter of Credit shall reduce
availability under the Revolving Credit Commitments or, if applicable, the
Canadian Revolving Credit Commitments.

     (c) Each issuance of any Letter of Credit shall be made on at least three
Business Days' prior written notice from the applicable Borrower to the
applicable Issuing Bank and the Applicable Agent (each of which shall give
prompt notice thereof to each Revolving Lender or Canadian Lender, as the case
may be) specifying the date of issuance, the date on which such Letter of Credit
is to expire (which shall not be later than the earlier of (i) the fifth
Business Day preceding the Revolving Credit Maturity Date or the Canadian
Revolving Credit Maturity Date, as the case may be, and (ii) subject to
extension, two years after the date of any such Letter of Credit), the


<PAGE>
                                       48


amount of such Letter of Credit, the name and address of the beneficiary of such
Letter of Credit and such other information as may be necessary or desirable to
complete such Letter of Credit. Such Issuing Bank will give the Applicable
Agent, and the Applicable Agent shall give each Revolving Lender or Canadian
Lender, as the case may be, prompt notice of the issuance and amount of each
Letter of Credit and the expiration of each Letter of Credit.

     (d) No Issuing Bank shall be required to issue a Letter of Credit unless it
has agreed with the Company upon the Fronting Fees to be paid by the applicable
Borrower in connection with such Letter of Credit and the form of such Letter of
Credit is reasonably acceptable to such Issuing Bank.

     (e) The letters of credit issued under the Existing Credit Agreement which
are outstanding on the Closing Date shall be deemed to be Letters of Credit
issued on the Closing Date.

     Participations; Unconditional Obligations. By the issuance of a Letter of
Credit and without any further action on the part of the applicable Issuing
Bank, the Revolving Lenders or Canadian Revolving Lenders in respect thereof,
each Issuing Bank hereby grants to each Revolving Lender or Canadian Revolving
Lender, as the case may be, and each Revolving Lender or Canadian Revolving
Lender, as the case may be, hereby agrees to acquire from such Issuing Bank, a
participation in such Letter of Credit equal to such Revolving Lender's or
Canadian Revolving Lender's, as the case may be, Applicable Percentage of the
face amount of such Letter of Credit, effective upon the issuance of such Letter
of Credit. In consideration and in furtherance of the foregoing, each Revolving
Lender or Canadian Revolving Lender, as the case may be, hereby absolutely and
unconditionally agrees to pay to the Applicable Agent, for the account of such
Issuing Bank, in accordance with Section 2.02(f), such Revolving Lender's or
Canadian Revolving Lender's, as the case may be, Applicable Percentage of each
Letter of Credit Disbursement made by such Issuing Bank; provided, however, that
the Revolving Lenders or Canadian Revolving Lenders, as the case may be, shall
not be obligated to make any such payment to an Issuing Bank with respect to any
wrongful payment or disbursement made as a result of the gross negligence or
willful misconduct of such Issuing Bank in determining whether documents
presented in connection with such Letter of Credit Disbursement conform to the
requirements of the applicable Letter of Credit.

     (a) Each Revolving Lender and Canadian Revolving Lender acknowledges and
agrees that its obligation to acquire participations pursuant to paragraph (a)
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and
continuance of an Event of Default or Default hereunder, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever other than in the case of any wrongful payment made as a result of
the gross negligence or willful misconduct of the Issuing Bank in determining
whether documents presented in connection with such Letter of Credit conform to
the requirements of the applicable Letter of Credit.

     Letter of Credit Fee. Each Borrower agrees to pay to the Applicable Agent
for the account of the Revolving Lenders or Canadian Revolving Lenders, as the
case may be, for each calendar quarter (or shorter period ending with the first
date on which the Letter of Credit Commitment shall have expired or been
terminated and there shall be no outstanding Letters of Credit) a fee (the
"Letter of Credit Fee") on the average daily amount of the outstanding Letters
of Credit issued for the account of such Borrower at a per annum rate equal to
the Applicable Margin at such time for Eurodollar Revolving Loans; provided that
with respect to any Letter of Credit as to which such Borrower has failed to
make a payment required by Section 2.22, interest calculated at the rate set
forth in Section 2.07 from the date such payment was due through the date such
payment is made shall be paid by such Borrower in lieu of the Letter of Credit
Fee on the date such payment is made. The Letter of Credit Fee shall be computed
on the basis of the actual number of days elapsed over a year of 360 days. The
Administrative Agent or the Canadian Administrative Agent, as the case may be,
agrees to disburse to each Revolving Lender or Canadian Revolving Lender, as the
case may be, its pro rata portion of such Letter of Credit Fee promptly upon
receipt. The Letter of Credit Fee shall be paid in arrears on the last day of
March, June, September and December of each year and on the Revolving Credit
Maturity Date or Canadian Revolving Credit Maturity Date, as the case may be (or
the first date on which the Letter of Credit Commitment shall have expired or
been terminated and there shall be no outstanding Letters of Credit, if
earlier). Once paid the Letter of Credit Fee paid or payable shall not be
refundable in any circumstances whatsoever, absent manifest error.

     Agreement To Repay Letter of Credit Disbursements. If an Issuing Bank shall
pay any draft presented under a Letter of Credit, the Borrower for whose account
such Letter of Credit was issued shall pay to the


<PAGE>
                                       49


Applicable Agent, on behalf of such Issuing Bank, an amount equal to the amount
of such draft before 11:00 a.m., New York City time, on the Business Day on
which such Issuing Bank shall have notified such Borrower that payment of such
draft will be made (or such later time as is not later than one hour after such
Borrower shall have received such notice or, if such Borrower shall have
received such notice later than 4:00 p.m., New York City time, on any Business
Day, not later than 10:00 a.m., New York City time, on the immediately following
Business Day). The Applicable Agent will promptly pay any such amounts received
by it to such Issuing Bank.

     (a) Each Borrower's obligation to repay each Issuing Bank for payments and
disbursements made by such Issuing Bank under the outstanding Letters of Credit
shall be absolute, unconditional and irrevocable under any and all circumstances
and irrespective of:

          (iii) any lack of validity or enforceability of any Letter of Credit;

          (iv) the existence of any claim, set-off, defense or other right which
     any Borrower or any other person may at any time have against the
     beneficiary under any Letter of Credit, any Issuing Bank, the
     Administrative Agent, the Canadian Administrative Agent or any Lender
     (other than the defense of payment in accordance with the terms of this
     Agreement or a defense based on the gross negligence or willful misconduct
     of any Issuing Bank) or any other person in connection with this Agreement
     or any other agreement or transaction;

          (v) any draft or other document presented under a Letter of Credit
     proving to be forged, fraudulent, invalid or insufficient in any respect or
     any statement therein being untrue or inaccurate in any respect; provided
     that payment by an Issuing Bank under such Letter of Credit against
     presentation of such draft or document shall not have constituted gross
     negligence or willful misconduct of such Issuing Bank;

          (vi) payment by an Issuing Bank under a Letter of Credit against
     presentation of a draft or other document which does not comply with the
     terms of such Letter of Credit; provided that such payment shall not have
     constituted gross negligence or willful misconduct of such Issuing Bank;
     and

          (vii) any other circumstance or event whatsoever, whether or not
     similar to any of the foregoing; provided that such other circumstance or
     event shall not have been the result of gross negligence or willful
     misconduct of the applicable Issuing Bank.

     It is understood that in making any payment under a Letter of Credit (x)
each Issuing Bank's exclusive reliance on the documents presented to it under
such Letter of Credit as to any and all matters set forth therein, including
reliance on the amount of any draft presented under such Letter of Credit,
whether or not the amount due to the beneficiary equals the amount of such draft
and whether or not any document presented pursuant to such Letter of Credit
proves to be insufficient in any respect, if such document on its face appears
to be in order, and whether or not any other statement or any other document
presented pursuant to such Letter of Credit proves to be forged or invalid or
any statement therein proves to be inaccurate or untrue in any respect
whatsoever and (y) any noncompliance in any immaterial respect of the documents
presented under a Letter of Credit with the terms thereof shall, in each case,
not be deemed willful misconduct or gross negligence of such Issuing Bank.

     Letter of Credit Operations. Each Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for
payment under an outstanding Letter of Credit to ascertain that the same appear
on their face to be in substantial conformity with the terms and conditions of
such outstanding Letter of Credit. Such Issuing Bank shall (i) as promptly as
possible after such demand for payment give oral notification, confirmed by
telecopy, to the Applicable Agent and the applicable Borrower of such demand for
payment and (ii) as promptly as possible after such Issuing Bank determines
whether such demand for payment was in accordance with the terms and conditions
of such outstanding Letter of Credit, give notice in the same manner to the
Applicable Agent and such Borrower as to such determination and as to whether
such Issuing Bank has made or will make a Letter of Credit Disbursement
thereunder, provided that the failure to give such notices shall not relieve any
Borrower of its obligation to reimburse such Issuing Bank with respect to any
such Letter of Credit Disbursement, and the Applicable Agent shall promptly give
each Revolving Lender or Canadian Revolving Lender, as the case may be, notice
thereof.


<PAGE>
                                       50


     Cash Collateralization. If any Event of Default shall occur and be
continuing, each Borrower shall, on the Business Day it receives notice from the
Applicable Agent or the Required Lenders therefor, deposit in an account with
the Applicable Agent, for the benefit of the Lenders, an amount in cash equal to
its Letter of Credit Exposure as of such date. Such deposit shall be held by the
Applicable Agent as collateral for the payment and performance of the
Obligations. So long as such Event of Default is continuing, the Applicable
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Other than any interest earned on the
investment of such deposits in Permitted Investments, which investments shall be
made at the option and sole discretion of the Applicable Agent, such deposits
shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall automatically be
applied by the Applicable Agent to reimburse the applicable Issuing Bank and the
Revolving Lenders or Canadian Lenders, as the case may be, for Letter of Credit
Disbursements and, if the maturity of the Loans has been accelerated, to satisfy
the Obligations. All remaining amounts on deposit shall be returned to the
applicable Borrower within three Business Days after all Events of Default have
been cured or waived.

     Termination and Reduction of Letter of Credit Commitment. Notwithstanding
any other provision hereof, in the event that any restrictions or limitations
are imposed upon or determined or held to be applicable to any Issuing Bank, any
Lender or any Borrower by, under or pursuant to any law or regulation (Federal,
state, provincial or local) now or hereafter in effect or by reason of any
interpretation thereof by any court or Governmental Authority (including any
interpretation by the Comptroller of the Currency as to the applicability of 12
U.S.C. ss. 84 or any substitute statute, as now or hereafter in effect, to the
transactions contemplated hereby), which would prevent such Lender from legally
incurring liability under or in connection with a Letter of Credit issued or to
be issued pursuant hereto, then such Lender shall give prompt written notice
thereof to the Applicable Agent (which shall notify the Company, each Issuing
Bank and each other Revolving Lender or Canadian Lender, as the case may be,
thereof as soon as reasonably practicable), whereupon the obligation of each
Issuing Bank to issue additional Letters of Credit pursuant hereto shall be
reduced by the Applicable Percentage of such Lender (and, as to any Letter of
Credit thereafter issued, the Applicable Percentages of the other Lenders shall
be determined as though such Lender does not have a Revolving Credit Commitment
or Canadian Revolving Credit Commitment, as the case may be) until the
Applicable Agent shall be advised that such event is no longer continuing or
until such Lender shall have assigned its applicable Commitments pursuant to the
provisions of this Agreement.

     (b) The Company may permanently terminate, or from time to time in part
permanently reduce, the Letter of Credit Commitment, in each case upon at least
three Business Days' prior written or telex notice to the Administrative Agent;
provided that the Letter of Credit Commitment shall not be reduced to an amount
that is less than the Letter of Credit Exposure at the time.

     (c) In the event that the Revolving Credit Commitments and Canadian
Revolving Credit Commitments are at any time reduced pursuant to Section 2.09 to
an amount that is less than the Letter of Credit Commitment, the Letter of
Credit Commitment shall be permanently reduced to an amount equal to the
Revolving Credit Commitments and Canadian Revolving Credit Commitments.

     Bankers' Acceptances. Subject to the terms and conditions of this
Agreement, a Canadian Borrower may request a Canadian Revolving Credit Borrowing
by presenting drafts for acceptance and purchase as B/As by the Canadian
Lenders.

     (a) No Contract Period with respect to a B/A shall extend beyond the
Canadian Revolving Commitment Maturity Date.

     (b) To facilitate availment of the Canadian Revolving Credit Borrowings by
way of B/As, each Canadian Borrower hereby appoints each Canadian Lender as its
attorney to sign and endorse on its behalf, in handwriting or by facsimile or
mechanical signature as and when deemed necessary by such Canadian Lender, blank
forms of B/As substantially in the form of Schedule 2.26. In this respect, it is
each Canadian Lender's responsibility to maintain an adequate supply of blank
forms of B/As for acceptance under this Agreement. The Canadian Borrowers
recognize and agree that all B/As signed and/or endorsed on their behalf by a
Canadian Lender shall bind such Canadian Borrower as fully and effectually as if
signed in the handwriting of and duly issued by the proper signing officers of
such Canadian Borrower. Each Canadian Lender is hereby authorized to issue such
B/As


<PAGE>
                                       51


endorsed in blank in such face amounts as may be determined by such Canadian
Lender; provided that the aggregate amount thereof is equal to the aggregate
amount of B/As required to be accepted and purchased by such Canadian Lender. No
Canadian Lender shall be liable for any damage, loss or other claim arising by
reason of any loss or improper use of any such instrument except the gross
negligence or willful misconduct of the Canadian Lender or its officers,
employees, agents or representatives. Each Canadian Lender shall maintain a
record with respect to B/As (a) received by it from the Canadian Administrative
Agent in blank hereunder, (b) voided by it for any reason, (c) accepted and
purchased by it hereunder, and (d) cancelled at their respective maturities.
Each Canadian Lender further agrees to retain such records in the manner and for
the statutory periods provided in the various provincial or federal statutes and
regulations which apply to such Canadian Lender. Each Canadian Lender agrees to
provide such records to the Canadian Borrowers at the Canadian Borrowers'
expense upon request. On request by or on behalf of the Canadian Borrowers, a
Canadian Lender shall cancel all forms of B/A which have been pre-signed or
pre-endorsed on behalf of the Canadian Borrowers and which are held by the said
Canadian Lender and are not required to be issued in accordance with the
Canadian Borrowers' irrevocable notice.

     (c) Drafts of the Canadian Borrowers to be accepted as B/As hereunder shall
be signed as set forth in this Section 2.26. Notwithstanding that any person
whose signature appears on any B/A may no longer be an authorized signatory for
any of the Canadian Lenders or the Canadian Borrowers at the date of issuance of
a B/A, such signature shall nevertheless be valid and sufficient for all
purposes as if such authority had remained in force at the time of such issuance
and any such B/A so signed shall be binding on the Canadian Borrowers.

     (d) Promptly following receipt of a notice of borrowing, notice of rollover
or notice of conversion by way of B/As, in accordance with Section 2.03(b) or
Section 2.26(h), the Canadian Administrative Agent shall so advise the Canadian
Lenders and shall advise each Canadian Lender of the aggregate face amount of
the B/As to be accepted by it and the applicable Contract Period (which shall be
identical for all Canadian Lenders). The aggregate face amount of the B/As to be
accepted by a Canadian Lender shall be an integral multiple of C$100,000 and
such face amount shall be in each Canadian Lender's pro rata portion of such
Canadian Revolving Credit Borrowing; provided, that the Canadian Administrative
Agent may, in its sole discretion, increase or reduce any Canadian Lender's
portion of such B/A to the nearest C$100,000.

     (e) Upon acceptance of a B/A by a Canadian Lender, such Canadian Lender
shall purchase, or arrange the purchase of, each B/A from the applicable
Canadian Borrower at the Discount Rate for such Canadian Lender applicable to
such B/A accepted by it and provide to the Canadian Administrative Agent the
Discount Proceeds for the account of such Canadian Borrower. The Acceptance Fee
payable by such Canadian Borrower to a Canadian Lender under Section 2.06 in
respect of each B/A accepted by such Canadian Lender shall be set off against
the Discount Proceeds payable by such Canadian Lender under this Section 2.26.

     (f) Each Canadian Lender may at any time and from time to time hold, sell,
rediscount or otherwise dispose of any or all B/As accepted and purchased by it.

     (g) With respect to each Canadian Revolving Credit Borrowing which is
outstanding hereunder by way of B/As, at or before 11:00 a.m. (Toronto time)
three Business Days before the maturity date of such B/As, a Canadian Borrower
shall notify the Canadian Administrative Agent at the Canadian Administrative
Agent's address set forth in Section 9.01 by irrevocable telephone notice,
followed by a notice of rollover on the same day, if a Canadian Borrower intends
to issue B/As on such maturity date to provide for the payment of such maturing
B/As. If a Canadian Borrower fails to notify the Canadian Administrative Agent
of its intention to issue B/As on such maturity date, such Canadian Borrower
shall provide payment to the Canadian Administrative Agent on behalf of the
Canadian Lenders of an amount equal to the aggregate face amount of such B/As on
the maturity date of such B/As. If a Canadian Borrower fails to make such
payment, such maturing B/As shall be deemed to have been converted on their
maturity date into a C$ Prime Rate Loan in an amount equal to the face amount of
such B/As.

     (h) Each Canadian Borrower waives presentment for payment and any other
defense to payment of any amounts due to a Canadian Lender in respect of a B/A
accepted and purchased by it pursuant to this Agreement which might exist solely
by reason of such B/A being held, at the maturity thereof, by such Canadian
Lender in its own right and each Canadian Borrower agrees not to claim any days
of grace if such Canadian Lender as holder sues a Canadian Borrower on the B/A
for payment of the amount payable by a Canadian Borrower thereunder. On the
specified maturity date of a B/A, or such earlier date as may be required or
permitted pursuant


<PAGE>
                                       52


to the provisions of this Agreement, the applicable Canadian Borrower shall pay
the Canadian Lender that has accepted and purchased such B/A the full face
amount of such B/A and after such payment, the applicable Canadian Borrower
shall have no further liability in respect of such B/A and such Canadian Lender
shall be entitled to all benefits of, and be responsible for all payments due to
third parties under, such B/A.

     (i) If any Event of Default shall occur and be continuing and the Loans are
accelerated pursuant to Article VII, each Canadian Borrower shall, on the
Business Day it receives notice from the Canadian Administrative Agent, deposit
in an account with the Canadian Administrative Agent, for the benefit of the
Canadian Lenders, an amount in cash equal to its Bankers' Acceptances Exposure
as of such date. Such deposit shall be held by the Canadian Administrative Agent
as collateral for the payment and performance of the Obligations. So long as
such Event of Default is continuing, the Canadian Administrative Agent shall
have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment
of such deposits in Permitted Investments, which investments shall be made at
the option and sole discretion of the Canadian Administrative Agent, such
deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall
automatically be applied by the Canadian Administrative Agent to reimburse the
applicable Canadian Lenders for Bankers' Acceptances Exposure and, if the
maturity of the Loans has been accelerated, to satisfy the Obligations. All
remaining amounts on deposit shall be returned to the applicable Canadian
Borrower within three Business Days after all Events of Default have been cured
or waived.

     (j) Each Canadian Borrower shall have the right at any time upon
irrevocable notice to the Canadian Administrative Agent not later than 12:00
noon Toronto time, three Business Days prior to conversion to convert a C$ Prime
Rate Loan to a Canadian B/A Borrowing, subject to the following conditions:

          (a) each conversion shall be made pro rata among the applicable
     Canadian Lenders in accordance with the respective principal amounts of the
     C$ Prime Rate Loans comprising the converted Borrowing;

          (b) if less than all of the outstanding principal amount of any
     Borrowing shall be converted, the aggregate principal amount of such
     Borrowing converted shall not be less than C$1,000,000;

          (c) each conversion shall be effected by each applicable Canadian
     Lender by such Canadian Lender's converting its applicable C$ Prime Rate
     Loan (or a portion thereof) into a B/A, and accrued interest on any C$
     Prime Rate Loan (or any portion thereof) being converted shall be paid by
     the applicable Canadian Borrower at the time of conversion;

          (d) all Bankers' Acceptances to be issued as a result of the
     conversion of the C$ Prime Rate Loan shall be issued in accordance with the
     provisions of this Section 2.26; and

          (e) C$ Prime Rate Borrowing may not be converted into a Canadian B/A
     Borrowing if a Default or an Event of Default has occurred and is
     continuing and the Canadian Administrative Agent have determined that such
     conversion is not appropriate.

     Reallocation. The Borrowers may, from time to time, but not more than once
per calendar quarter, from and after the Closing Date until the earlier of the
Canadian Revolving Credit Maturity Date and the termination of the Canadian
Revolving Credit Commitments, upon giving an irrevocable joint written notice
(each, a "Reallocation Notice") to the Canadian Administrative Agent and the
Administrative Agent at least ten (10) Business Days prior to beginning of the
next following calendar quarter, temporarily reduce, in whole or in part, or
increase, the Canadian Revolving Credit Commitments. Any reductions or increases
in the Canadian Revolving Credit Commitments or the Additional Revolving Credit
Commitments shall take effect on the first day of the next following calendar
quarter. Each reduction or increase in the Canadian Revolving Credit Commitments
shall result in an automatic corresponding increase or reduction in the
Additional Revolving Credit Commitments; provided that the amount of the
Canadian Revolving Credit Commitments shall not, at any time, (i) be reduced to
an amount that is less than the Dollar Equivalent Amount of the aggregate
Canadian Revolving Loans and Canadian Borrower Letter of Credit Exposure
outstanding at such time or (ii) exceed the amount of the Canadian Revolving
Credit


<PAGE>
                                       53


Commitments as of the Closing Date, as such Canadian Revolving Credit
Commitments may, from time to time, be permanently reduced or cancelled in
accordance with Section 2.12 of this Agreement. The revolving credit commitments
from time to time resulting from a reallocation of Canadian Revolving Credit
Commitments pursuant to this Section 2.27 at any time are the "Additional
Revolving Credit Commitments". Any amount of the Canadian Revolving Credit
Commitments reallocated under this Section 2.27 as Additional Revolving Credit
Commitments will not be available to the Canadian Borrowers, and any amount of
the Additional Revolving Credit Commitments reallocated under this Section 2.27
as Canadian Revolving Credit Commitments will not be available to the Company,
until and only if such amounts are reallocated back to the Canadian Revolving
Credit Commitments or the Additional Revolving Credit Commitments in accordance
with the terms and conditions of this Section 2.27.

     The ability of the Borrowers to reallocate the Revolving Credit Commitments
and the Canadian Revolving Credit Commitments in accordance with this Section
2.27 shall be subject to the conditions that (A) the representations and
warranties set forth in each Loan Document shall be true and correct in all
material respects on and as of the date of such reallocation with the same
effect as though made on and as of such date, except to the extent that such
representations and warranties expressly relate to an earlier date and (B) at
the time of and immediately following such reduction or increase, no Event of
Default or Default shall have occurred and be continuing. Each Reallocation
Notice shall specify the amount (expressed in dollars) of any reduction or
increase in the Canadian Revolving Credit Commitments and the corresponding
increase or reduction in the Additional Revolving Credit Commitments. Each
reallocation requested under this Section 2.27 shall be in a minimum aggregate
principal amount of $5,000,000 (or, if less, the remaining amount of the
applicable Commitments) and in integral multiples of $1,000,000. Each reduction
or increase in the Canadian Revolving Credit Commitments under this Section 2.27
shall be made ratably among the Canadian Lenders based on their respective
Canadian Revolving Credit Commitments. Each reduction or increase in the
Additional Revolving Credit Commitments under this Section 2.27 shall be made
ratably among the Canadian Lenders (or, if a Canadian Lender is a Canadian
Scheduled II Chartered Bank, the affiliate of such Lender that is a Revolving
Lender) based on their respective Canadian Revolving Credit Commitments. The
Canadian Administrative Agent or the Administrative Agent, as the case may be,
shall promptly after receiving a Reallocation Notice notify each Canadian Lender
or Additional Revolving Lender, as the case may be, of the amount of its
Canadian Revolving Credit Commitment or Additional Revolving Credit Commitment,
as the case may be, to be reallocated and the date of such reallocation.

     (k) The Additional Revolving Credit Commitments shall be available to the
Company in addition to the Revolving Credit Commitments. Without limitation, (i)
the Company may borrow for its account under the Additional Revolving Credit
Commitments to the same extent as it may utilize the Revolving Credit
Commitments (subject to the same interest rate options, minimum borrowing and
repayment amounts and maturities), provided that the aggregate principal amount
of Additional Revolving Loans under the Additional Revolving Credit Commitments
shall not exceed the Additional Revolving Credit Commitments, (ii) only the
Additional Revolving Lenders shall have a Commitment under the Additional
Revolving Credit Commitments, (iii) Swingline Loans and Letters of Credit are
not available under the Additional Revolving Credit Commitments, (iv) the
Company will issue Additional Revolving Notes in the appropriate amounts from
time to time upon request of an Additional Revolving Lender in an amount equal
to the Additional Revolving Credit Commitment of such Lender, and (v) the
Additional Revolving Credit Lenders shall be entitled to the same rights and
subject to the same obligations with respect to the Additional Revolving Credit
Commitments as are the Revolving Lenders with respect to the Revolving Credit
Commitments.



                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

     Each of Holdings, the Canadian Borrowers and the Company represents and
warrants to each of the Lenders and each Issuing Bank that:

     Organization, Corporate Powers. Each of Holdings and each Restricted
Subsidiary (i) is duly organized or formed, validly existing and in good
standing under the laws of the jurisdiction in which it is


<PAGE>
                                       54


organized, (ii) has all requisite corporate or partnership power and authority,
as applicable, and all material licenses, permits, franchises, consents and
approvals, to own or lease its property and assets and to carry on its business
as now conducted and as proposed to be conducted, (iii) is qualified and in good
standing as a foreign entity to do business in every jurisdiction where such
qualification is necessary, except where the failure so to qualify would not
have a Material Adverse Effect and (iv) has the corporate or partnership power
and authority, as applicable, to execute, deliver and perform each of the Loan
Documents and each agreement or instrument contemplated hereby or thereby to
which it is or will be a party. As of the Closing Date, none of Holdings or any
Restricted Subsidiary of Holdings has any assets or business, or is a party to
any material contract within the meaning of Item 6.01(b)(10) of Regulation S-K
of the Securities and Exchange Commission, other than as disclosed in Holdings'
most recent report on Form 10-K as filed with the Securities and Exchange
Commission on April 12, 2001, or in any subsequent public filing by Holdings
with the Securities and Exchange Commission made prior to the Closing Date or
otherwise relating to the Transactions.

     Authorization. The execution, delivery and performance of each of the Loan
Documents, the borrowings hereunder and the consummation of the Transactions,
(i) have been duly authorized by all requisite corporate and, if required,
stockholder action and (ii) will not (x) violate (A) any provision of law,
statute, rule or regulation (including, without limitation, Regulations T, U and
X) or the certificate of incorporation or by-laws (or similar governing
documents) of any of Holdings and the Restricted Subsidiaries, (B) any
applicable order of any court or any rule, regulation or order of any
Governmental Authority or (C) any indenture, certificate of designation for
preferred stock, agreement or other instrument to which any of Holdings or any
Restricted Subsidiary is a party or by which any of them or any of their
property is bound, (y) be in conflict with, result in a breach of or constitute
(with notice or lapse of time or both) a default under any such indenture,
agreement or other instrument where any such conflict, violation, breach or
default referred to in clause (ii)(x) or (ii)(y) of this Section, individually
or in the aggregate, would have a Material Adverse Effect or such as will be
addressed by the satisfaction of the conditions to the effectiveness of this
Agreement or (z) result in the creation or imposition of any Lien upon any
property or assets of Holdings or any Subsidiary, except for Liens created by
the Security Documents.

     Enforceability. This Agreement has been duly executed and delivered by each
of Holdings and the Borrowers and constitutes, and each other Loan Document
executed and delivered by any of Holdings or any other Loan Party constitutes, a
legal, valid and binding obligation of such party enforceable against such party
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting creditors' rights generally and except as enforceability may be
limited by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

     Approvals. All consents and approvals of, filings and registrations with,
and other actions in respect of, all Governmental Authorities required in order
to make or consummate the Transactions have been obtained, given, filed or taken
and are in full force and effect, other than (a) filings and other actions
required pursuant to the Securities Act and the Securities Exchange Act, and
filings and other actions required pursuant to state securities or blue sky
laws, in each case to the extent that such filings or other actions are not
required to have been made or taken prior to the date hereof, and (b) any such
consents, approvals, filings or other action, which the failure to obtain or
make could not reasonably be expected to have a Material Adverse Effect.

     Use of Proceeds. The Borrowers will use the proceeds of the Loans only for
the purposes set forth in Section 5.08.

     Federal Reserve Regulations. None of Holdings or any Subsidiary is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying Margin Stock.

     (a) The making of the Loans hereunder and the use of the proceeds thereof
as contemplated hereby and the other Transactions will not violate or be
inconsistent with the provisions of the Regulations of the Board, including
Regulations T, U and X.

     Options for Capital Stock. Except as provided in Schedule 3.07 hereto,
neither Holdings nor any Subsidiary is a party to any outstanding subscriptions,
options, warrants, calls, rights (including preemptive rights)


<PAGE>
                                       55


or other agreements or commitments (other than stock options granted to
employees, consultants or directors and directors' qualifying shares) of any
nature relating to any capital stock of Holdings.

     Security Documents. The Guarantee and Collateral Agreement is, and each of
the other U.S. Security Documents (other than the U.S. Mortgages) will upon
execution and delivery thereof be, effective to create in favor of the
Collateral Agent, for the benefit of the Secured Parties, a legal, valid and
enforceable (except as enforceability may be limited by bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting creditors' rights
generally and except as enforceability may be limited by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law)) security interest (or hypothec, if applicable) in the
Collateral described therein. In the case of the Pledged Stock and Intercompany
Notes described in the Guarantee and Collateral Agreement, when stock
certificates or other certificates representing such certificated Pledged Stock
and Intercompany Notes (together with the appropriate stock powers or other
appropriate transfer forms for such certificates executed in blank) are
delivered to the Collateral Agent, and in the case of the other Collateral
described in the Guarantee and Collateral Agreement and the other U.S. Security
Documents (other than the U.S. Mortgages), when (i) financing statements,
releases and other filings specified on Schedule 3 of the Guarantee and
Collateral Agreement or specified in the applicable other U.S Security Documents
are filed and recorded, (ii) other actions specified on Schedule 3 of the
Guarantee and Collateral Agreement or specified in the applicable other U.S.
Security Documents are taken and (iii) all applicable filings are made in the
Register of Personal and Moveable Real Rights in Quebec, the Collateral Agent
shall, except as otherwise set forth in the U.S. Security Documents (other than
the U.S. Mortgages) have a fully perfected Lien on, and security interest (or
hypothec, if applicable) in, all right, title and interest of the Loan Parties
in such Collateral, as security for the Obligations, in each case prior and
superior in right to any other person (except, in the case of Collateral other
than the Pledged Stock, Liens permitted by Section 6.04).

     (a) Each of the U.S. Mortgages will upon delivery thereof in accordance
with Section 5.17(a) be effective to create in favor of the Collateral Agent,
for the benefit of the Secured Parties, a legal, valid and enforceable (except
as enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting creditors' rights generally and
except as enforceability may be limited by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law)) Lien on the Mortgaged Properties described therein and
proceeds thereof, and when the U.S. Mortgages and related fixture filings are
filed in the offices specified therein, each such Mortgage shall constitute a
fully perfected Lien on, and security interest in, all right, title and interest
of the Loan Parties in the U.S. Mortgaged Properties encumbered by such U.S.
Mortgages, as security for the Obligations (as defined in the relevant U.S.
Mortgage), in each case prior and superior in right to any other person (except
Liens permitted by Section 6.04).

     (b) The Canadian Guarantee and Collateral Agreement is, and each of the
other Canadian Security Documents (other than the Canadian Mortgages) will upon
execution and delivery thereof be, effective to create in favor of the Canadian
Collateral Agent, for the benefit of the Canadian Lenders, a legal, valid and
enforceable (except as enforceability may be limited by bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting creditors' rights
generally and except as enforceability may be limited by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law)) security interest (or hypothec, if applicable) in the
Collateral described therein. In the case of the Pledged Stock and Intercompany
Notes described in the Canadian Guarantee and Collateral Agreement, when stock
certificates representing such certificated Pledged Stock and Intercompany Notes
(together with the appropriate stock powers or other appropriate transfer forms
for such certificates executed in blank) are delivered to the Canadian
Collateral Agent, and in the case of the other Collateral described in the
Canadian Guarantee and Collateral Agreement and the other Canadian Security
Documents (other than the Canadian Mortgages), when (i) financing statements,
releases and other filings specified on Schedule 3 of the Canadian Guarantee and
Collateral Agreement or specified in the applicable other Canadian Security
Documents are filed and recorded, (ii) other actions specified on Schedule 3 of
the Canadian Guarantee and Collateral Agreement or specified in the other
applicable Canadian Security Documents are taken and (iii) all applicable
filings are made in the Register of Personal and Moveable Real Rights in Quebec,
the Canadian Collateral Agent shall, except as otherwise set forth in the
Canadian Security Documents (other than the Canadian Mortgages), have a fully
perfected Lien on, and security interest (or hypothec, if applicable) in, all
right, title and interest of the Loan Parties in such Collateral, as security
for the Canadian Obligations (as defined in the Canadian Guarantee and
Collateral Agreement), in each case prior and superior in right to any other
person (except, in the case of Collateral other than the Pledged Stock, Liens
permitted by Section 6.04).


<PAGE>
                                       56


     (c) Each of the Canadian Mortgages will upon delivery thereof in accordance
with Section 5.17(a) be effective to create in favor of the Canadian Collateral
Agent, for the benefit of the Canadian Lenders, a legal, valid and enforceable
(except as enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting creditors' rights generally and
except as enforceability may be limited by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law)) Lien on the Canadian Mortgaged Properties described therein
and proceeds thereof, and when the Canadian Mortgages and related fixture
filings are filed in the offices specified therein, each such Canadian Mortgage
shall constitute a fully perfected Lien on, and security interest (or hypothec,
if applicable) in, all right, title and interest of the Loan Parties in the
Canadian Mortgaged Properties encumbered by such Canadian Mortgages, as security
for the Canadian Obligations (as defined in the relevant Canadian Mortgage), in
each case prior and superior in right to any other person (except Liens
permitted by Section 6.04).

     (d) Notwithstanding the foregoing, the representations and warranties set
forth in this Section 3.08 shall not be required to be made with respect to any
item of property unless and until such item of property becomes Collateral under
a Security Document in accordance with this Agreement.

     Financial Statements. The unaudited pro forma consolidated balance sheet of
Holdings and its subsidiaries as at September 30, 2001 (including the notes
thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been
furnished to each Lender, has been prepared giving effect (as if such events had
occurred on such date) to (i) the consummation of the Transactions, (ii) the
Loans to be made, the Senior Unsecured Notes to be issued, the Receivable
Facility Proceeds to be funded, the Investor Common Equity and the Seller
Preferred to be issued on the Closing Date, the Textron Sale/Leaseback Financing
to be consummated on the Closing Date, and the use of proceeds thereof, (iii)
the payment of fees and expenses in connection with the foregoing and (iv)
acquisitions consummated by Holdings which would be required to be presented in
a registration statement prepared pursuant to and in accordance with the
Securities Act (including, without limitation, the acquisitions of The Becker
Group and Joan Fabrics). The Pro Forma Balance Sheet has been prepared in
accordance with Regulation S-X as of the date of delivery thereof, and presents
fairly on a pro forma basis the estimated financial position of Holdings and its
consolidated subsidiaries as at September 30, 2001 assuming that the events
specified in the preceding sentence had actually occurred on such date.

     (a) Holdings has heretofore furnished to each of the Lenders consolidated
balance sheets and consolidated statements of income and cash flow of Holdings
and its consolidated subsidiaries as at and for the fiscal years ended December
26, 1998, December 25, 1999 and December 31, 2000, certified by Arthur Andersen
L.L.P., independent public accountants for Holdings and as at and for the fiscal
quarters ended September 30, 2000 and September 30, 2001. Such balance sheets
and statements of income and cash flows present fairly the financial condition
and results of operations of Holdings and its consolidated subsidiaries on a
consolidated basis as of the dates and for the periods indicated. Neither
Holdings nor any of its Subsidiaries had, at the date of the most recent balance
sheet referred to above, any material Guarantee, contingent liability or
liability for taxes, or any long-term lease or unusual forward or long-term
commitment, including, without limitation, any interest rate or foreign currency
swap or exchange transaction, which is not reflected and not required to be
reflected in the foregoing statements or in the notes thereto. The financial
statements referred to in this Section 3.09(b) have been prepared in accordance
with GAAP applied on a consistent basis.

     (b) Holdings has heretofore furnished to each of the Lenders combined
balance sheets and combined statements of income and cash flow of the Tac-Trim
Subsidiaries and their consolidated subsidiaries as at and for the fiscal years
ended January 2, 1999, January 1, 2000 and December 30, 2000, certified by Ernst
& Young LLP, independent public accountants for the Tac-Trim Subsidiaries and as
at and for the fiscal quarters ended September 30, 2000 and September 30, 2001.
Such balance sheets and statements of income and cash flows present fairly the
financial condition and results of operations of the Tac-Trim Subsidiaries and
their consolidated subsidiaries on a consolidated basis as of the dates and for
the periods indicated. Neither the Tac-Trim Subsidiaries nor any of their
Subsidiaries had, at the date of the most recent balance sheet referred to
above, any material Guarantee, contingent liability or liability for taxes, or
any long-term lease or unusual forward or long-term commitment, including,
without limitation, any interest rate or foreign currency swap or exchange
transaction, which is not reflected and not required to be reflected in the
foregoing statements or in the notes thereto. The financial statements referred
to in this Section 3.09(c) have been prepared in accordance with GAAP applied on
a consistent basis.


<PAGE>
                                       57


     No Material Adverse Change. Except as set forth in the Confidential
Information Memorandum or any public filing by Holdings with the Securities and
Exchange Commission made on or prior to December 4, 2001, in each case solely
with respect to the financial and operating performance of Holdings and its
Subsidiaries and the Tac-Trim Subsidiaries for the period from January 1, 2001
to October 31, 2001, there has been no material adverse change in the business,
properties, assets, operations, financial condition, contingent liabilities or
material agreements of Holdings and its Subsidiaries, taken as a whole (after
giving effect to the Acquisition), since December 31, 2000.

     (a) Except as set forth in the Confidential Information Memorandum or any
public filing by Holdings with the Securities and Exchange Commission made on or
prior to December 4, 2001, in each case solely with respect to the financial and
operating performance of Holdings and its Subsidiaries and the Tac-Trim
Subsidiaries for the period from January 1, 2001 to October 31, 2001, as of the
Closing Date, there has been no material adverse change in the business,
operations, and assets, financial condition, contingent liabilities or material
agreements of the Tac-Trim Subsidiaries, taken as a whole, since December 31,
2000.

     Title to Properties; Possession Under Leases. Each of Holdings, the Company
and the Significant Subsidiaries has good and marketable title to, or valid
leasehold interests in, or easements on or other limited property interests in,
all their respective material properties and assets, except for minor defects in
title and limitations on property interests that do not materially interfere
with their respective ability to conduct their respective business as currently
conducted or to utilize such properties and assets for their intended purposes.
All such material properties and assets are free and clear of Liens, other than
Liens expressly permitted by Section 6.04 or in any Security Document.

     (a) Each of Holdings, the Company and the Significant Subsidiaries has
complied with all obligations under all material leases to which it is a party,
except where the failure to comply would not have a Material Adverse Effect, and
all such leases are in full force and effect, except leases in respect of which
the failure to be in full force and effect would not have a Material Adverse
Effect. Each of Holdings, the Company and the Significant Subsidiaries enjoys
peaceful and undisturbed possession under all such material leases.

     (b) Each of Holdings, the Company and the Significant Subsidiaries owns or
possesses, or could obtain ownership or possession of, on terms not materially
adverse to it, all patents, trademarks, service marks, trade names, copyrights,
licenses and rights with respect thereto necessary for the present conduct of
its business, without any known conflict with the rights of others, and free
from any burdensome restrictions, except where such conflicts and restrictions
would not, individually or in the aggregate, have a Material Adverse Effect.

     Subsidiaries. Schedule 3.12(a) sets forth as of the Closing Date a list of
all Subsidiaries of Holdings and the percentage ownership interest of Holdings
therein and whether such Subsidiaries are Significant Subsidiaries.

     (a) There are no outstanding subscriptions, options, warrants, calls,
rights or other agreements or commitments (other than stock options granted to
employees, consultants or directors and directors' qualifying shares) of any
nature relating to any capital stock of any Subsidiary of Holdings, except for
the Security Documents or as provided in Schedule 3.12(b).

     Litigation; Compliance with Laws. There are not any actions, suits or
proceedings at law or in equity or by or before any court or Governmental
Authority now pending or, to the knowledge of Holdings or the Borrowers,
threatened against or affecting Holdings or any of its Subsidiaries or any
property or rights of Holdings or any of its subsidiaries as to which there is a
reasonable possibility of an adverse determination and which (i) if adversely
determined, would, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect or (ii) involve the Loan Documents or (iii)
if adversely determined would reasonably be expected to materially adversely
affect the Transactions.

     (a) None of Holdings or any of its Subsidiaries is in default with respect
to any law, order, judgment, writ, injunction, decree, rule or regulation of any
Governmental Authority where such default would reasonably be expected to have a
Material Adverse Effect. The Borrowings hereunder, the use of the proceeds
thereof as described in Section 5.08 and the other Transactions will not violate
any applicable law or regulation or


<PAGE>
                                       58


violate or be prohibited by any judgment, writ, injunction, decree or order of
any court or Governmental Authority or subject Holdings or any of its
subsidiaries to any civil or criminal penalty or fine.

     Agreements. None of Holdings or any of its Subsidiaries is a party to any
agreement or instrument or subject to any corporate restriction that has
resulted or could reasonably be expected to result in a Material Adverse Effect.

     (a) None of Holdings or any of its Subsidiaries is in default in any manner
under any provision of any indenture or other agreement or instrument evidencing
Indebtedness or any other material agreement or instrument to which it is a
party or by which it or any of its properties or assets are or may be bound, in
either case where such default could result in a Material Adverse Effect. After
giving effect to the Transactions, no Default or Event of Default shall have
occurred and be continuing.

     Investment Company Act. None of Holdings or any of its Subsidiaries is an
"investment company" or a company "controlled" by an "investment company" within
the meaning of the Investment Company Act of 1940, as amended.

     Public Utility Holding Company Act. None of Holdings or any of its
Subsidiaries is a "holding company", or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

     Tax Returns. Each of Holdings and its Subsidiaries has filed or caused to
be filed all Federal, and all material state and local, tax returns required to
have been filed by it and has paid or caused to be paid all taxes shown thereon
to be due and payable, and any assessments in excess of $2,000,000 in the
aggregate received by it, except taxes that are being contested in accordance
with Section 5.03 and taxes, assessments, charges, levies or claims in respect
of property taxes for property that Holdings or one of its Subsidiaries has
determined to abandon where the sole recourse for such tax, assessment, charge,
levy or claim is to such property. Each of Holdings and its Subsidiaries has
paid in full or made adequate provision (in accordance with GAAP) for the
payment of all taxes due with respect to the periods ending on or before
December 29, 2000, which taxes, if not paid or adequately provided for, would
have a Material Adverse Effect. The tax returns of Holdings and its Subsidiaries
have been examined by relevant Federal tax authorities for all periods through
January 30, 1993, and all deficiencies asserted as a result of such examinations
have been paid. Except as set forth on Schedule 3.17, as of the Closing Date,
with respect to each of Holdings and its Subsidiaries, (i) no material claims
are being asserted in writing with respect to any taxes, (ii) no presently
effective waivers or extensions of statutes of limitation with respect to taxes
have been given or requested, (iii) no tax returns are being examined by, and no
written notification of intention to examine has been received from, the
Internal Revenue Service or any other taxing authority and (iv) no currently
pending issues have been raised in writing by the Internal Revenue Service or
any other taxing authority. For purposes hereof, "taxes" shall mean any present
or future tax, levy, impost, duty, charge, assessment or fee of any nature
(including interest, penalties and additions thereto) that is imposed by any
Governmental Authority.

     No Material Misstatements. The information, reports, financial statements,
exhibits and schedules furnished by or on behalf of Holdings or any of its
Subsidiaries or Affiliates to the Administrative Agent or any Lender in
connection with the negotiation of any Loan Document or included therein or
delivered pursuant thereto, when taken as a whole, did not contain, and as they
may be amended, supplemented or modified from time to time, will not contain, as
of the Closing Date any material misstatement of fact and did not omit, and as
they may be amended, supplemented or modified from time to time, will not omit,
to state as of the Closing Date any material fact necessary to make the
statements therein, in the light of the circumstances under which they were, are
or will be made, not materially misleading.

     (a) All financial projections concerning Holdings and its Subsidiaries that
are or have been made available to the Administrative Agent or any Lender by
Holdings or any of its Subsidiaries or Affiliates, unless otherwise disclosed,
have been or will be prepared in good faith based upon assumptions believed by
Holdings and the Company to be reasonable at the date of their delivery.


<PAGE>
                                       59


     Employee Benefit Plans. Each of Holdings and the Restricted Subsidiaries
and each of their ERISA Affiliates is in compliance in all material respects
with the applicable provisions of ERISA and the regulations and published
interpretations thereunder except for such noncompliance which would not be
expected to result in a Material Adverse Effect. No Reportable Event has
occurred as to which Holdings or any of the Restricted Subsidiaries or any of
their ERISA Affiliates was required to file a report with the PBGC, other than
reports for which the 30 day notice requirement is waived, reports that have
been filed and reports the failure of which to file would not result in a
Material Adverse Effect and as of the Closing Date, the present value of all
benefit liabilities under each Plan of Holdings and the Restricted Subsidiaries
or any of their ERISA Affiliates (on a termination basis and based on those
assumptions used to fund such Plan) did not, as of the last annual valuation
report applicable thereto, exceed by more than $17,500,000 the value of the
assets of such Plan on a termination basis. None of Holdings or any of the
Restricted Subsidiaries or any of their ERISA Affiliates has incurred or could
reasonably be expected to incur any Withdrawal Liability that could result in a
Material Adverse Effect. None of Holdings or any of the Restricted Subsidiaries
or any of their ERISA Affiliates has received any notification that any
Multiemployer Plan is in reorganization or has been terminated within the
meaning of Title IV of ERISA, and no Multiemployer Plan is reasonably expected
to be in reorganization or to be terminated where such reorganization or
termination has resulted or could reasonably be expected to result, through
increases in the contributions required to be made to such Plan or otherwise, in
a Material Adverse Effect.

     Labor Matters. There are no strikes against Holdings or any of its
Subsidiaries pending, other than any strikes which, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. The hours worked and payment made to employees of Holdings and each of
its Subsidiaries have not been in violation in any material respect of the Fair
Labor Standards Act or any other applicable law dealing with such matters. All
material payments due from Holdings or any of its Subsidiaries, or for which any
claim may be made against Holdings or any of its Subsidiaries, on account of
wages and employee health and welfare insurance and other benefits have been
paid or accrued as a liability on the books of Holdings or such subsidiary to
the extent required by GAAP. The consummation of the Transactions will not give
rise to a right of termination or right of renegotiation on the part of any
union under any collective bargaining agreement to which Holdings or any of its
Subsidiaries (or any predecessor) is a party or by which Holdings or any of its
subsidiaries (or any predecessor) is bound, other than collective bargaining
agreements which, individually or in the aggregate, are not material to Holdings
and its Subsidiaries taken as a whole.

     Environmental Matters. Except as disclosed in writing to each Agent, each
Lender and the Issuing Bank prior to the Closing Date, which disclosed matters
individually and in the aggregate are not reasonably expected by Holdings or the
Company to have a Material Adverse Effect, (i) Holdings and each of its
Subsidiaries has complied in all respects with all applicable Federal, state,
local and other statutes, ordinances, orders, judgments, rulings and regulations
relating to environmental pollution or to environmental regulation or control,
except to the extent of any failure so to comply which alone and together with
other such failures is not reasonably expected to result in a Material Adverse
Effect; (ii) none of Holdings or any Subsidiary of Holdings has received notice
of any failure so to comply which alone or together with other such failures is
reasonably expected to result in a Material Adverse Effect; and (iii) none of
Holdings or any of its Subsidiaries manages, transports or stores any hazardous
wastes, hazardous substances, hazardous materials, toxic substances or toxic
pollutants, as those terms are used in the Resource Conservation and Recovery
Act, the Comprehensive Environmental Response Compensation and Liability Act,
the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the
Clean Air Act or the Clean Water Act, in violation of any applicable regulations
promulgated pursuant thereto or of any other applicable law where such violation
is reasonably likely to result, individually or together with other violations,
in a Material Adverse Effect.

     (a) Except with respect to matters that, individually and in the aggregate,
Holdings and the Company reasonably believe would not have a Material Adverse
Effect, as of the Closing Date: (i) the operations of Holdings and each of its
Subsidiaries comply in all respects with all Environmental Laws and, to the
knowledge of Holdings and the Borrowers after inquiry, no conditions exist
(including at properties leased or subleased to third persons) which would
subject Holdings or its Subsidiaries to damages, liabilities, penalties,
injunctive relief or clean-up costs under any Environmental Law or which require
or are reasonably likely to require any Remedial Action under any Environmental
Law; (ii) each of Holdings and its Subsidiaries has obtained all Environmental
Permits necessary for its operation or required by any Environmental Law, and
all such Environmental Permits are in good standing, and none of Holdings or its
Subsidiaries has been cited by a Governmental Authority for violating


<PAGE>
                                       60


any terms or conditions of such Environmental Permits within the five-year
period prior to the Closing Date; (iii) none of Holdings or its Subsidiaries is
subject or a party to any Environmental Claim; (iv) with respect to present
facilities and operations, none of Holdings or its Subsidiaries, or, to the
knowledge of Holdings or the Borrowers, any predecessor of such persons, is
subject to any outstanding written order or agreement with any Governmental
Authority or private party respecting (A) any Environmental Law, (B) any
Remedial Action under any Environmental Law, or (C) any Environmental Claim; (v)
to the knowledge of Holdings or the Borrowers, none of the operations of any of
Holdings or its Subsidiaries is the subject of any investigation by a
Governmental Authority evaluating whether any Remedial Action under any
Environmental Law is needed; (vi) none of Holdings or its Subsidiaries or, to
the knowledge of Holdings or the Borrowers, any predecessor of such persons has
filed any notice under any Environmental Law indicating past or present
treatment, storage or disposal of a hazardous waste as defined under 40 C.F.R.
Parts 260 through 270 (in effect as of the Closing Date) or any state
equivalent, or reporting a Release of a Contaminant; (vii) to the knowledge of
Holdings or the Borrowers except as permitted under any Environmental Law, none
of Holdings or its Subsidiaries has experienced a Release of any Contaminant,
and there has been no voluntary disposal, use, storage, recycling or treatment
on, under or at any property of such person (or in tanks or other facilities
thereon) of any Contaminant which, if known to be present on such property, or
present in soils or groundwater, would require Remedial Action under any
Environmental Law; and (viii) no Lien in favor of any Governmental Authority for
(A) any liability under any Environmental Law or (B) damages arising from or
costs incurred by such Governmental Authority in response to a Release of a
Contaminant into the environment has been recorded with respect to any property
of Holdings or any of its Subsidiaries. For purposes of this Section 3.21(b),
"knowledge" means the actual knowledge of any Responsible Officer of Holdings or
any Restricted Subsidiary, any officer of Holdings or any Restricted Subsidiary
with responsibility for environmental compliance, or any plant or facilities
manager with responsibility for overall management of such plant or facility of
Holdings or any of its Subsidiaries.

     (b) Each of Holdings and its Subsidiaries reasonably believes that Holdings
and its Subsidiaries on a consolidated basis have made adequate provision (in
accordance with GAAP) for all damages, liabilities, penalties or costs that they
reasonably expect to incur in connection with any Environmental Claim or any
Remedial Action existing or, to the knowledge of Holdings or the Company,
reasonably anticipated as of the date of this Agreement.

     Solvency. The fair salable value of the assets of the Company exceeds the
amount that will be required to be paid on or in respect of the existing debts
and other liabilities (including contingent liabilities) of the Company as they
mature. The assets of the Company do not constitute unreasonably small capital
to carry out its business as conducted or as proposed to be conducted. The
Company does not intend to, or believe that it will, incur debts beyond its
ability to pay such debts as they mature (taking into account the Transactions).

     (a) Upon consummation of the Transactions, the fair salable value of the
assets of the Company and its subsidiaries taken as a whole will exceed the
amount that will be required to be paid on or in respect of the existing debts
and other liabilities (including contingent liabilities) of the Company and its
subsidiaries.

     (b) The assets of the Company and its subsidiaries taken as a whole do not,
and upon consummation of the Transactions will not, constitute unreasonably
small capital for the Company and its subsidiaries to carry out their respective
businesses as now conducted and as proposed to be conducted including the
capital needs of the Company and its subsidiaries taking into account the
particular capital requirements of the business conducted by the Company and
each of its subsidiaries, and projected capital requirements and capital
availability thereof.

     (c) The Company does not intend to, or intend to permit any of its
subsidiaries to, incur debts beyond their respective ability to pay such debts
as they mature, taking into account the timing and amounts of cash to be
received by the Company and each of such subsidiaries, and of amounts to be
payable on or in respect of debt of the Company and each of such subsidiaries.

     Absence of Certain Restrictions. No indenture, certificate of designation
for preferred stock, agreement or other instrument to which Holdings or any
Restricted Subsidiary is a party will prohibit or materially restrain, or have
the effect of prohibiting or materially restraining, or imposing materially
adverse conditions upon, the incurrence of Indebtedness, the granting of Liens
in favor of the Secured Parties, the provision of Guarantees or


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                                       61


the payment of dividends by Subsidiaries except for restrictions (a) on the
granting of Liens on assets that are encumbered by Liens permitted under clause
(a), (b), (h), (j), (k), (n), (p), (r) or (u) of Section 6.04, to the extent
that such restrictions apply only to the assets so encumbered and are imposed by
the agreements under which such Liens were granted, (b) contained in agreements
relating to Indebtedness permitted by Section 6.01 and the Seller Preferred or
(c) requiring preferred payment of dividends on the preferred shares of the
Brazilian Subsidiary imposed by applicable Brazilian law, rule or regulation.

     No Foreign Assets Control Regulation Violation. None of the Transactions
will result in a violation of any of the foreign assets control regulations of
the United States Treasury Department, 31 C.F.R., Subtitle B, Chapter V, as
amended (including the Foreign Assets Control Regulations, the Transaction
Control Regulations, the Cuban Assets Control Regulations, the Foreign Funds
Control Regulations, the Iranian Assets Control Regulations, the Nicaraguan
Trade Control Regulations, the South African Transactions Regulations, the
Libyan Sanctions Regulations, the Soviet Gold Coin Regulations, the Panamanian
Transactions Regulations, the Kuwaiti Assets Control Regulations and the Iraqi
Sanctions Regulations contained in said Chapter V), or any ruling issued
thereunder or any enabling legislation or Presidential Executive Order granting
authority therefor, nor will the proceeds of the Loans be used by the Company in
a manner that would violate any thereof.

     Insurance. Each of Holdings and the Restricted Subsidiaries carries and
maintains with respect to its insurable properties insurance (including self
insurance) with financially sound and reputable insurers of the types, to such
extent and against such risks as is customary with companies in the same or
similar businesses, including fire and other risks insured against by extended
coverage and public liability insurance against claims for personal injury or
death or property damages occurring upon, in, about or in connection with the
use of any properties owned, occupied or controlled by it.

     Certain Other Representations. All representations and warranties contained
in any other Loan Document and made by any of Holdings or any of its
Subsidiaries are true and correct as of the date made or deemed to have been
made.

     Senior Debt. All payment obligations of the Company under the Loan
Documents constitute Senior Indebtedness (as defined in the Subordinated Notes
Indenture), and all payment obligations of Holdings and the Subsidiary
Guarantors under the Loan Documents constitute Senior Guarantor Indebtedness (as
defined in the Subordinated Notes Indenture). This Agreement is the Credit
Agreement as defined in the Subordinated Notes Indenture.



                                   ARTICLE IV.
                                   CONDITIONS

     The obligations of the Lenders to make Loans hereunder and the obligation
of the Issuing Banks to issue Letters of Credit hereunder are subject to the
satisfaction of the following conditions:

     All Credit Events. On the date of each Borrowing, other than a Borrowing in
which Revolving Credit Loans are refinanced with new Revolving Credit Loans,
Canadian Revolving Credit Loans are refinanced with new Canadian Revolving
Credit Loans or Additional Revolving Credit Loans are refinanced with new
Additional Revolving Credit Loans (without any increase in the aggregate
principal amount of Revolving Credit Loans, Canadian Revolving Credit Loans or
Additional Revolving Credit Loans, as the case may be outstanding) as
contemplated by Section 2.02(e), and on the date of each issuance or renewal of
a Letter of Credit:

     (i) Borrowing Notice. The Applicable Agent shall have received a notice of
such Borrowing as required by Section 2.03, or the Applicable Agent and the
applicable Issuing Bank shall have received a notice regarding the issuance or
renewal of such Letter of Credit as required by Section 2.19(c), as applicable.


<PAGE>
                                       62


     (j) Representations and Warranties. The representations and warranties set
forth in each Loan Document shall be true and correct in all material respects
on and as of the date of such Borrowing, issuance or renewal with the same
effect as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date.

     (k) No Default. At the time of and immediately after such Borrowing,
issuance or renewal no Event of Default or Default shall have occurred and be
continuing.

Each Borrowing and each issuance or renewal of a Letter of Credit shall be
deemed to constitute a representation and warranty by the Company on the date of
such Borrowing as to the matters specified in paragraphs (b) and (c) of this
Section 4.01.

     Conditions to Effectiveness . On the Closing Date:

     (l) Loan Documents. The Applicable Agent shall have received:

          (i) this Agreement, executed and delivered by each Agent, Holdings,
     the Company, the Canadian Borrowers and each Lender,

          (ii) the Guarantee and Collateral Agreement, executed and delivered by
     the Company and each Guarantor,

          (iii) an Acknowledgement and Consent in the form attached to the
     Guarantee and Collateral Agreement, executed and delivered by each Issuer
     (as defined therein), if any, that is not a Loan Party,

          (iv) the Canadian Guarantee and Collateral Agreement, executed and
     delivered by each Canadian Borrower and each Canadian Guarantor, and

          (v) an Acknowledgement and Consent in the form attached to the
     Canadian Guarantee and Collateral Agreement, executed and delivered by each
     Issuer (as defined therein), if any, that is not a Loan Party and

          (vi) other Canadian Security Documents (other than the Canadian
     Mortgages).

     (m) Fees. The Administrative Agent and the Canadian Administrative Agent
shall have received all Fees and other amounts due and payable on or prior to
the Closing Date, including reimbursement of any out-of-pocket expenses referred
to in Section 9.05 (to the extent that notice thereof is given to the Company
prior to the Closing Date).

     (n) Transactions.

     The following transactions shall have been consummated, in each case on
terms and conditions reasonably satisfactory to the Administrative Agent:

          (vii) the Acquisition shall have been consummated in accordance with
     applicable law and the Tac-Trim Purchase Agreement;

          (viii) cash consideration paid in connection with the Acquisition
     shall equal on the Closing Date $625,400,000;

          (ix) Holdings shall have received at least $160,000,000 in cash from
     the issuance of the Investor Common Equity (including approximately
     $100,000,000 from Heartland and its co-investing limited partners), and
     such proceeds shall have been contributed to the Company;

          (x) Holdings shall have issued the Seller Common Equity, and the
     Company shall


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                                       63


     have issued the Seller Preferred, to Textron;

          (xi) the Company shall have received at least $500,000,000 in gross
     cash proceeds from the issuance of the Senior Unsecured Notes;

          (xii) the Textron Sale/Leaseback Financing shall have been consummated
     on terms and conditions reasonably satisfactory to the Administrative
     Agent;

          (xiii) the Receivables Subsidiary shall have received at least
     $72,000,000 (or, if less, the amount needed to consummate the Transactions)
     in Receivable Facility Proceeds;

          (xiv) the Administrative Agent shall have received satisfactory
     evidence that, after giving effect to the Transactions, (A) the total
     Indebtedness of Holdings and its Subsidiaries will not exceed
     $1,447,000,000 and (B) Holdings and its Subsidiaries shall have outstanding
     no Indebtedness (including any receivables facility or securitization) or
     preferred stock other than (1) the Loans made or Letters of Credit issued
     on the Closing Date, (2) the Senior Unsecured Notes, (3) the Subordinated
     Notes, (4) the Assumed Indebtedness, (5) the Seller Preferred, and (6)
     other Indebtedness listed on Schedule 6.01;

          (xv) the Administrative Agent shall have received satisfactory
     evidence that all other Indebtedness or preferred stock of Holdings or its
     Subsidiaries (other than as described in clause (viii) above) has been
     terminated and all amount thereunder paid in full and that arrangements
     shall have been made for the termination of all Liens granted in connection
     therewith;

          (xvi) the Administrative Agent shall have received satisfactory
     evidence that the fees and expenses to be incurred in connection with the
     Transactions shall not exceed approximately $77,000,000;

          (xvii) the factoring arrangements relating to the Italian JV shall be
     in full force and effect.

     (o) Transaction Documents. (i) The Administrative Agent shall have received
copies of the executed Transaction Documents, certified by a Responsible Officer
of Holdings as true and complete, (ii) each Transaction Document shall be in
full force and effect, (iii) the Transaction Documents shall be substantially in
the forms provided to the Administrative Agent prior to the Closing Date and
(iv) no provision of the Transaction Documents shall have been waived, amended,
supplemented or otherwise modified in any material respect without approval of
the Administrative Agent.

     (p) Pro Forma Balance Sheet; Financial Information. The Lenders shall have
received:

          (xviii) a pro forma balance sheet of Holdings and its Subsidiaries
     dated the day prior to the Closing Date and prepared to give effect to the
     Transactions, which shall not be materially inconsistent with the forecasts
     previously provided to the Lenders, except for changes occurring in the
     ordinary course of business of Holdings and its Subsidiaries;

          (xix) the audited consolidated financial statements of Holdings and
     its consolidated subsidiaries referred to in Section 3.09;

          (xx) unaudited interim consolidated financial statements (including
     related balance sheets and statements of income, shareholders equity and
     cash flows) of Holdings and its consolidated subsidiaries for each
     quarterly period of 2001 ended more than 45 days prior to the Closing Date
     and for each comparable quarterly period of the immediately preceding
     fiscal year;

          (xxi) audited combined income statements (including related statements
     of income, shareholders equity and cash flows) of the Tac-Trim Subsidiaries
     for the three fiscal years ended December 31, 2000 and audited combined
     balance sheets of the Tac-Trim Subsidiaries as at


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                                       64


     December 30, 2000 and January 1, 2000;

          (xxii) unaudited combined financial statements (including related
     balance sheets and statements of income, shareholders equity and cash
     flows) of the Tac-Trim Subsidiaries for the nine month period ended
     September 30, 2001;

          (xxiii) unaudited consolidated balance sheets and related statements
     of income of Holdings and balance sheet data and related income statement
     data of the Tac-Trim Subsidiaries in a form reasonably satisfactory to the
     Administrative Agent for each fiscal month of such person after the most
     recent fiscal quarter for which financial statements were received by the
     Lenders as described above through and including October 31, 2001, in each
     case within 30 days of the end of each such fiscal month, and

          (xxiv) projected quarterly operating results of Holdings and its
     Subsidiaries through December 31, 2002 and satisfactory support detail
     projected by platform and content per vehicle for the forecast period.

     (q) Solvency. The Lenders shall have received a solvency certificate from
the chief financial officer of Holdings, in form and substance reasonably
satisfactory to the Administrative Agent, together with such other evidence
reasonably requested by the Lenders, confirming the solvency of each of Holdings
and its subsidiaries on a consolidated basis after giving effect to the
Transactions.

     (r) EBITDA. (i) The Lenders shall have received the monthly financial
results of each of Holdings and the Tac-Trim Subsidiaries through October 31,
2001. The Lenders shall be satisfied that combined EBITDA (to be calculated in a
manner satisfactory to the Administrative Agent) of Holdings and the Tac-Trim
Subsidiaries for fiscal year 2001 will be at least $377,500,000; and

     (ii) the combined EBITDA (as defined in the offering memorandum for the
Senior Unsecured Notes) of Holdings and the Tac-Trim Subsidiaries for the 12
months ended September 30, 2001 shall be at least $372,000,000 (which shall
include no more than $40,600,000 of adjustments not permitted by Regulation S-X
as previously agreed with the Administrative Agent).

     (s) Indenture Certification. The Lenders shall have received a certificate
from the chief financial officer of Holdings, in form and substance reasonably
satisfactory to the Administrative Agent, setting forth in reasonable detail the
calculation of the amount of Indebtedness permitted to be incurred by Holdings
and its Subsidiaries under the covenants contained in the Subordinated Notes
Indenture and certifying that such amounts are sufficient to permit the
Indebtedness under this Agreement, the Senior Unsecured Notes and other
Indebtedness to be incurred or assumed in connection with the Transactions.

     (t) Fees. The Lenders and the Administrative Agent shall have received all
fees required to be paid, and all expenses for which invoices have been
presented (including the reasonable fees and expenses of legal counsel), on or
before the Closing Date. All such amounts will be paid with proceeds of Loans
made on the Closing Date and will be reflected in the funding instructions given
by the Company to the Administrative Agent on or before the Closing Date.

     (u) Pledged Stock; Stock Powers; Pledged Notes. The Applicable Collateral
Agent shall have received (i) the certificates representing the shares of
capital stock pledged pursuant to the Security Documents, together with an
undated stock power for each such certificate executed in blank by a duly
authorized officer of the pledgor thereof and (ii) each promissory note (if any)
pledged to the Applicable Collateral Agent pursuant to the Security Documents
endorsed (without recourse) in blank (or accompanied by an executed transfer
form in blank) by the pledgor thereof.

     (v) Filings, Registrations and Recordings. The Applicable Collateral Agent
shall have received each document (including any Uniform Commercial Code
financing statement or its equivalent in the relevant Canadian jurisdiction)
required by the Security Documents or under law or reasonably requested by the
Applicable Collateral Agent to be filed, registered or recorded in order to
create in favor


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                                       65


of the Applicable Collateral Agent, for the benefit of the Secured Parties, a
perfected Lien on the Collateral described therein, prior and superior in right
to any other person (other than with respect to Liens expressly permitted by
Section 6.04), in proper form for filing, registration or recordation including,
without limitation, all acknowledgements, releases and waivers from third
parties reasonably requested by the Applicable Collateral Agent in order to
confirm the priority of the Applicable Collateral Agent in the Collateral,
contemplated by the applicable Security Document.

     (w) Insurance. The Applicable Agent shall have received insurance
certificates satisfying the requirements of Section 5.2(b) of the Guarantee and
Collateral Agreement and Section 6.2(b) of the Canadian Guarantee and Collateral
Agreement.

     (x) Legal Opinions. The Administrative Agent shall have received the
favorable written opinions of (i) Cahill Gordon & Reindel, special finance
counsel, (ii) Ronald Lindsay, Esq., general counsel for Holdings and its
subsidiaries, (iii) Canadian (Ontario) counsel for Holdings and its subsidiaries
and (iv) Canadian (Quebec) counsel for Holdings and its subsidiaries, dated the
Closing Date and addressed to the Lenders, and in form and substance
satisfactory to the Administrative Agent and covering the matters set forth in
Exhibit D. In addition, the Administrative Agent shall have received the
favorable written opinions of such local counsel with respect to legal matters
relating hereto as the Administrative Agent may reasonably have requested, in
such form and to such effect as shall be satisfactory to the Lenders and to
Simpson Thacher & Bartlett, special counsel for the Administrative Agent.

     (y) Closing Certificate. The Applicable Agent shall have received (i) a
certificate of the Secretary or Assistant Secretary of each Loan Party dated the
Closing Date and certifying (A) that attached thereto is a true and complete
copy of resolutions duly adopted by the Board of Directors of such entity
authorizing the execution, delivery and performance of the Loan Documents to
which it is a party, the granting of the Liens thereunder and, in the case of a
Borrower, the borrowings hereunder, and that such resolutions have not been
modified, rescinded or amended and are in full force and effect and (B) as to
the incumbency and specimen signature of each officer executing any Loan
Document or any other document delivered in connection herewith on behalf of
such entity; (ii) a certificate of another officer as to the incumbency and
specimen signature of the Secretary or Assistant Secretary executing the
certificate pursuant to (i) above and (iii) such other documents as the Lenders
or their counsel or Simpson Thacher & Bartlett, special counsel for the
Administrative Agent, may reasonably request.

     (z) No Default; Representation and Warranties. The Administrative Agent
shall have received a certificate, dated the Closing Date and signed by a
Financial Officer of Holdings and the Company, confirming compliance with the
conditions precedent set forth in paragraphs (b) and (c) of Section 4.01.

     (aa) Legal Matters. All legal matters incident to this Agreement and the
borrowings hereunder shall be reasonably satisfactory to the Agents and to
Simpson Thacher & Bartlett, special counsel for the Administrative Agent and
McMillan Binch, special counsel for the Canadian Administrative Agent.



                                   ARTICLE V.
                              AFFIRMATIVE COVENANTS

     Each of Holdings and the Borrowers covenants and agrees that from and after
the Closing Date, so long as this Agreement or any Letter of Credit shall remain
in effect or the principal of or interest on any Loan, any Fees or any other
expenses or amounts payable under or in respect of any Loan Document or Letter
of Credit shall be unpaid, unless the Required Lenders shall otherwise consent
in writing, Holdings and the Borrowers will, and will cause each of the
Restricted Subsidiaries to:


<PAGE>
                                       66


     Existence; Businesses and Properties. Do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence, except as otherwise expressly permitted under Section 6.08 and except
for the liquidation or dissolution of Restricted Subsidiaries (other than
Significant Subsidiaries) if the assets of such corporations to the extent they
exceed estimated liabilities are acquired by a wholly owned Restricted
Subsidiary in such liquidation or dissolution; provided that Subsidiaries which
are Guarantors may not be liquidated into Subsidiaries that are not Guarantors
and domestic Subsidiaries may not be liquidated into foreign Subsidiaries.

     (a) Do or cause to be done all things necessary to obtain, preserve, renew,
extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
material to the conduct of its business; comply in all material respects with
all applicable laws, rules, regulations and orders of any Governmental
Authority, whether now in effect or hereafter enacted; and at all times maintain
and preserve all property material to the conduct of such business and keep such
property in good repair, working order and condition and from time to time make,
or cause to be made, all needful and proper repairs, renewals, additions,
improvements and replacements thereto necessary in order that the business
carried on in connection therewith, if any, may be properly conducted at all
times.

     (b) Without limiting the generality of the provisions of Section 5.01(b),
each of Holdings and the Borrowers shall (i)(A) undertake reasonable efforts to
comply, and to cause each Subsidiary to comply, in all material respects with
all Environmental Laws and any order, decree or similar requirements of any
Governmental Authority concerning (1) a material violation of any Environmental
Law, (2) a financial contribution by Holdings or any of its Subsidiaries under
any Environmental Law or (3) a Remedial Action by or on the part of Holdings or
any of its Subsidiaries under any Environmental Law and (B) undertake reasonable
efforts to remedy and to cause each of its Subsidiaries to remedy, as soon as
reasonably practicable, any material violation of Environmental Laws, except in
any case that compliance or remedy shall not be required insofar as any failure
to undertake such efforts cannot reasonably be expected by Holdings, the
Canadian Borrowers or the Company to have a Material Adverse Effect, or so long
as (x) the validity of the same shall be contested diligently and in good faith,
(y) the subject property does not contain a material plant or other facility or
shall then be in no danger of being sold, forfeited or lost pursuant to such
contest and (z) reserves have been established in accordance with GAAP by
Holdings or such subsidiary in connection therewith; and (ii) undertake
reasonable efforts to require and to cause each of its subsidiaries to require,
to the extent practicable and appropriate, that a lease for any renewing or new
tenant contain terms substantially equivalent to those of clause (i) above.

     Insurance. Keep its insurable properties insured (including through
self-insurance) at all times by financially sound and reputable insurers in such
amounts as shall be customary for similar businesses and maintain such other
insurance, of such types, to such extent and against such risks, as is customary
with companies in the same or similar businesses, including insurance against
fire and other risks insured against by extended coverage and public liability
insurance against claims for personal injury or death or property damage
occurring upon, in, about or in connection with the use of any properties owned,
occupied or controlled by it; and maintain such other insurance as may be
required by law.

     Taxes. Pay and discharge promptly all taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits or in respect of
its property, before the same shall become delinquent or in default, as well as
all lawful claims for labor, materials and supplies or otherwise which, if
unpaid, might give rise to a Lien upon such properties or any part thereof;
provided, however, that such payment and discharge shall not be required with
respect to any such tax, assessment, charge, levy or claim so long as (a) the
validity or amount thereof shall be contested in good faith by appropriate
proceedings and Holdings or any Restricted Subsidiary, as applicable, shall set
aside on its books adequate reserves as required by GAAP with respect thereto,
(b) such tax, assessment, charge, levy or claim is in respect of property taxes
for property that Holdings or one of the Restricted Subsidiaries has determined
to abandon and the sole recourse for such tax, assessment, charge, levy or claim
is to such property or (c) the amount of such taxes assessments, charges, levies
and claims and interest and penalties thereon does not exceed $1,000,000 in the
aggregate.

     Financial Statements, Reports, Amendments, etc. In the case of Holdings,
furnish to the Administrative Agent for distribution to each Credit Agreement
Creditor (with sufficient copies for each Credit Agreement Creditor):


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                                       67


          (bb) within 95 (or, in the case of clause (ii) below, 105) days after
     the end of each fiscal year consolidated balance sheets and related
     statements of income and cash flows, showing the consolidated financial
     condition of each of (i) Holdings and its Subsidiaries and (ii) unless
     Carcorp, Inc. is the only Unrestricted Subsidiary, Holdings and the
     Restricted Subsidiaries, in each case as of the close of such fiscal year
     and the results of their operations during such year, audited in the case
     of clause (i) above by PricewaterhouseCoopers, LLP or other independent
     public accountants of recognized national standing (who shall be reasonably
     acceptable to the Administrative Agent) and accompanied by (1) in the case
     of clause (i), an opinion of such accountants (which shall not be qualified
     in any material respect) to the effect that such consolidated financial
     statements fairly present the financial condition and results of operations
     of Holdings and its consolidated subsidiaries and Holdings and the
     Restricted Subsidiaries, respectively, in accordance with GAAP and (2) a
     certificate of a Financial Officer certifying that such consolidated
     financial statements fairly present the financial condition and results of
     operations of Holdings and its consolidated subsidiaries and Holdings and
     the Restricted Subsidiaries, respectively, in accordance with GAAP
     consistently applied (except as disclosed in such certificate, in
     reasonable detail, which detail shall be reasonably acceptable to the
     Administrative Agent);

          (cc) within 50 (or, in the case of clause (ii) below, 60) days after
     the end of each of the first three fiscal quarters of each fiscal year, the
     consolidated balance sheets and related statements of income and cash
     flows, showing the consolidated financial condition of each of (i) Holdings
     and its Subsidiaries and (ii) unless Carcorp., Inc. is the only
     Unrestricted Subsidiary, Holdings and the Restricted Subsidiaries, in each
     case as of the close of such fiscal quarter and the results of their
     operations during such fiscal quarter and the then elapsed portion of the
     fiscal year, together with the balance sheets and related statements of
     income and cash flows as of the corresponding dates and for the
     corresponding periods in the prior year, all certified by one of its
     Financial Officers as fairly presenting the consolidated financial
     condition and results of operations of Holdings and its consolidated
     subsidiaries and Holdings and the Restricted Subsidiaries, respectively, in
     accordance with GAAP (other than the absence of footnotes in accordance
     with GAAP) consistently applied (except as disclosed in such certificate in
     reasonable detail, which detail shall be reasonably acceptable to the
     Administrative Agent), subject to normal year-end audit adjustments;

          (dd) concurrently with any delivery of financial statements under (a)
     or (b) above, a certificate (a "Compliance Certificate") of the accounting
     firm or Financial Officer (which certificate shall be in the form of
     Exhibit E if delivered by a Financial Officer) opining on or certifying
     such statements (which certificate, when furnished by an accounting firm,
     may be limited to accounting matters and disclaim responsibility for legal
     interpretations) (i) certifying that no Default or Event of Default has
     occurred or, if such Default or Event of Default has occurred, specifying
     the nature and extent thereof and any corrective action taken or proposed
     to be taken with respect thereto and (ii) setting forth computations in
     reasonable detail (which detail shall be reasonably satisfactory to the
     Administrative Agent) demonstrating compliance with the covenants contained
     in Sections 6.14 and 6.15 showing the Applicable Level;

          (ee) if, as a result of any change in accounting principles and
     policies from those as in effect on the date of this Agreement, the
     consolidated financial statements of Holdings and the Subsidiaries or
     Holdings and the Restricted Subsidiaries, as the case may be, delivered
     pursuant to clauses (a) and (b) above will differ in any material respect
     from the consolidated financial statements that would have been delivered
     pursuant to such clauses had no such change in accounting principles and
     policies been made, then, together with the first delivery of financial
     statements pursuant to clauses (a) and (b) above following such change, a
     schedule prepared by a Financial Officer reconciling such changes to what
     the financial statements would have been without such changes;

          (ff) promptly (and in any event within 5 days) after the same become
     publicly available, copies of all periodic reports and proxy statements
     and, to the extent requested by the Administrative Agent, any other
     materials filed by Holdings or any of its Subsidiaries with the Securities
     and Exchange Commission under the Securities Exchange Act of 1934, or any
     Governmental Authority succeeding to any of or all the functions of said
     Commission, or with any national securities exchange, or distributed to its
     shareholders generally, as the case may be;

<PAGE>
                                       68



          (gg) within 95 days after the beginning of each fiscal year, a copy of
     the annual income and capital expenditure budget for such fiscal year;

          (hh) promptly, from time to time, such other information regarding the
     operations, business affairs and financial condition of Holdings or any of
     its Restricted Subsidiaries (including, without limitation, monthly
     financial statements until syndication of the Facilities is completed), or
     compliance with the terms of any Loan Document, as any Credit Agreement
     Creditor, acting through the Administrative Agent, may reasonably request;

          (ii) promptly, a copy of any amendment or waiver of any provisions of
     any agreement which amendment or waiver is described in Section 6.10 or
     6.11;

          (jj) promptly following the creation or acquisition of any Subsidiary,
     a certificate from a Responsible Officer, identifying such new Subsidiary
     and the ownership interest of Holdings and its Subsidiaries therein; and
     concurrently with the delivery of financial statements under (a) or (b)
     above, a description of the Investments in Unrestricted Subsidiaries made
     during the fiscal quarter ending on the date of such financial statements
     and the amount thereof; provided, that with respect to the Subordinated
     Notes owed by Carcorp, Inc. under the receivables financing facility (the
     "Sub Notes"), the Company shall not be required to report any changes in
     the outstanding principal amount of the Sub Notes, unless the aggregate
     outstanding principal amount of such Sub Notes exceeds $75,000,000;

          (kk) if requested by the Administrative Agent, within 105 days
     following the end of any fiscal year of any Unrestricted Subsidiary, a
     balance sheet and related statements of income and cash flow for such
     Unrestricted Subsidiary at the end of and for such fiscal year;

          (ll) promptly, a copy of all reports submitted in connection with any
     interim or special audit made by independent accountants of the books of
     Holdings or any of its Subsidiaries; and

          (mm) (i) upon receipt by Holdings or any Restricted Subsidiary of Net
     Proceeds of any Specified Asset Sale occurring after the Closing Date, a
     certificate of a Responsible Officer of the Company to the Administrative
     Agent setting forth the amount of the Net Proceeds which the Company and
     its subsidiaries expect to reinvest in replacement assets or property
     during the subsequent 12-month period which are not required to be applied
     to the repayment of the Term Loans and (ii) on the first anniversary of the
     receipt of such Net Proceeds, (a) a certificate of a Responsible Officer of
     the Company to the Administrative Agent certifying as to the amount and use
     of such Net Proceeds actually reinvested in replacement assets or property
     during the preceding 12-month period and (b) for application in accordance
     with Section 2.12(g)(i), an amount equal to the remaining uninvested Net
     Proceeds.

     Litigation and Other Notices. Furnish to each Credit Agreement Creditor
prompt written notice of the following:

          (nn) any Default or Event of Default, specifying the nature and extent
     thereof and the corrective action (if any) proposed to be taken with
     respect thereto;

          (oo)the filing or commencement of any action, suit or proceeding,
     whether at law or in equity or by or before any Governmental Authority,
     against Holdings or any Subsidiary in respect of which there is a
     reasonable possibility of an adverse determination and which, if adversely
     determined, could reasonably be expected to result in a Material Adverse
     Effect; and

          (pp)any development specific to Holdings and its Subsidiaries and not
     otherwise publicly disclosed known to a Responsible Officer that has
     resulted in, or could reasonably be anticipated to result in, a Material
     Adverse Effect.

     ERISA. Comply in all material respects with the applicable provisions of
ERISA and (b) furnish to each Credit Agreement Creditor (i) as soon as possible,
and in any event within 30 days after any Responsible Officer of the Company,
any Guarantor or any ERISA Affiliate of any of them knows or has reason to know
that


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                                       69


any Reportable Event has occurred that alone or together with any other
Reportable Event could reasonably be expected to result in liability of the
Company, any Guarantor or any of their ERISA Affiliates to the PBGC in an
aggregate amount exceeding $10,000,000, a statement of a Financial Officer
setting forth details as to such Reportable Event and the action proposed to be
taken with respect thereto, together with a copy of the notice, if any, of such
Reportable Event given to the PBGC, (ii) promptly after any Responsible Officer
learns of receipt thereof, a copy of any notice the Company or any Guarantor or
any of their ERISA Affiliates may receive from the PBGC relating to the
intention of the PBGC to terminate any Plan or Plans (other than a Plan
maintained by any of their ERISA Affiliates which is considered an ERISA
Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) or
to appoint a trustee to administer any Plan or Plans, (iii) within 20 days after
the due date for filing with the PBGC pursuant to Section 412(n) of the Code a
notice of failure to make a required installment or other payment with respect
to a Plan, a statement of a Financial Officer setting forth details as to such
failure and the action proposed to be taken with respect thereto, together with
a copy of such notice given to the PBGC and (iv) promptly after any Responsible
Officer learns thereof and in any event within 30 days after receipt thereof by
the Company, any Guarantor or any ERISA Affiliate from the sponsor of a
Multiemployer Plan, a copy of each notice received by the Company, any Guarantor
or such ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or
(B) a determination that a Multiemployer Plan is, or is expected to be,
terminated or in reorganization, in each case within the meaning of Title IV of
ERISA.

     Maintaining Records; Access to Properties and Inspections. Maintain all
financial records in accordance with GAAP and permit any persons designated by
the Administrative Agent (or, during the continuance of an Event of Default, any
Lender) to visit and inspect the financial records and the properties of
Holdings or any Restricted Subsidiary at reasonable times, upon reasonable
notice and as often as reasonably requested and to make extracts from and copies
of such financial records, and permit any persons designated by the
Administrative Agent (or, during the continuance of an Event of Default, any
Lender) to discuss the affairs, finances and condition of Holdings or any
Restricted Subsidiary with the officers thereof and independent accountants
therefor (subject to reasonable requirements of confidentiality, including
requirements imposed by law or by contract).

     Use of Proceeds. Use the proceeds of Revolving Loans for general working
capital purposes in the ordinary course of business.

     (a) Use Letters of Credit (other than Foreign Subsidiary Letters of Credit)
solely for general corporate purposes in the ordinary course of business of the
applicable Borrower and its subsidiaries; and use Foreign Subsidiary Letters of
Credit to support Indebtedness of Foreign Restricted Subsidiaries permitted
under Section 6.01(o), the Italian JV and the Brazilian Subsidiary.

     (b) Use the proceeds of the Term Loans to finance a portion of the
Acquisition, pay related fees and expenses and refinance the Existing Credit
Agreement.

     Further Assurances. Subject to Sections 5.17 and 5.18, execute any and all
further documents, financing statements, agreements and instruments, and take
all further action (including, filing UCC financing statements (or its
equivalent in Canada), mortgages, hypothecs and deeds of trust), which may be
required under applicable law, or which the Applicable Collateral Agent may
reasonably request, in order to effectuate the transactions contemplated by the
Loan Documents, and in order to grant, preserve, protect and perfect the
validity and first priority (subject to Liens permitted by Section 6.04) of the
security interests created or intended to be created pursuant to this Agreement
or any of the Security Documents.

     Change in Ownership. In the case of Holdings, own directly at all times,
legally and beneficially, 100% of the capital stock of the Company, free of
Liens except Liens in favor of the Collateral Agent; and, in the case of
Company, own (a) directly at all times, legally and beneficially, 100% of the
capital stock of the Finance Subsidiary free of Liens except Liens in favor of
the Collateral Agent and (b) directly or indirectly at all times, legally and
beneficially, 100% of the capital stock of the Canadian Borrowers free of Liens
except Liens, if any, in favor of the Collateral Agent.

     Fiscal Year; Accounting. In the case of each of Holdings and its
Subsidiaries, cause its respective fiscal year to end on December 31 (except
that the fiscal year end may vary for any foreign subsidiary domiciled in


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                                       70


a jurisdiction that prohibits such year end or the fiscal year end may end on
the last Saturday of December for any foreign subsidiary).

     Dividends. In the case of the Company, permit its subsidiaries to pay
dividends and cause such dividends to be paid to the extent required to pay the
monetary Obligations.

     SECTION V.15. Interest Rate Protection.

     In the case of the Company, within 60 days after the Closing Date, enter
into, and thereafter maintain, Interest Rate Agreements with one or more Lenders
or Lender Affiliates to the extent necessary to provide that at least 40% of the
aggregate principal amount of the Subordinated Notes, the Senior Unsecured
Notes, and the Term Loans is subject to either a fixed interest rate or interest
rate protection for a period of not less than two years, which Interest Rate
Agreements shall have terms and conditions reasonably satisfactory to the
Administrative Agent.

     Corporate Separateness. Cause the management, business and affairs of each
of Holdings and the Subsidiaries to be conducted in such a manner so that each
of Holdings and the Unrestricted Subsidiaries will be perceived as a legal
entity separate and distinct from each other and the Restricted Subsidiaries.

     Business of Restricted Subsidiaries. Not permit any material portion of the
business and activities of the Restricted Subsidiaries to be performed and
conducted by the Unrestricted Subsidiaries.

     Business of Waterstone Insurance, Inc. Cause Waterstone Insurance, Inc. to
be engaged solely in the business of insurance activities for Holdings and its
Subsidiaries.

     Collateral, etc. Promptly but in no event later than the Collateral
Delivery Date:

     (a) Mortgages. Deliver to the Applicable Collateral Agent a Mortgage with
respect to each Mortgaged Property, executed and delivered by a duly authorized
officer of each party thereto.

          (i) If requested by the Applicable Collateral Agent, which request
     shall be made (if at all) promptly after the Closing Date hereof, deliver
     to the Applicable Collateral Agent, and the title insurance company issuing
     the policy referred to in clause (iii) below (the "Title Insurance
     Company"), maps or plats of an as-built survey of the sites of the
     Mortgaged Properties certified to the Applicable Collateral Agent and the
     Title Insurance Company in a manner reasonably satisfactory to them, dated
     a date reasonably satisfactory to the Applicable Collateral Agent and the
     Title Insurance Company by an independent professional licensed land
     surveyor, which maps or plats and the surveys on which they are based shall
     be made in accordance with the Minimum Standard Detail Requirements for
     Land Title Surveys jointly established and adopted by the American Land
     Title Association and the American Congress on Surveying and Mapping in
     1992, or in accordance with such other minimum standards as may be
     applicable in Canada, and, without limiting the generality of the
     foregoing, there shall be surveyed and shown on such maps, plats or surveys
     the following: (A) the locations on such sites of all the buildings,
     structures and other improvements and the established building setback
     lines; (B) the lines of streets abutting the sites and width thereof; (C)
     all access and other easements appurtenant to the sites; (D) all roadways,
     paths, driveways, easements, encroachments and overhanging projections and
     similar encumbrances affecting the site, whether recorded, apparent from a
     physical inspection of the sites or otherwise known to the surveyor; (E)
     any encroachments on any adjoining property by the building structures and
     improvements on the sites; (F) if the site is described as being on a filed
     map, a legend relating the survey to said map; and (G) the flood zone
     designations, if any, in which the Mortgaged Properties are located.

          (ii)Deliver to the Applicable Collateral Agent in respect of each
     Mortgaged Property a mortgagee's title insurance policy (or policies) or
     marked up unconditional binder for such insurance. Each such policy shall
     (A) be in an amount 5% greater than the greater of (i) aggregate net book
     value of land, building and improvements and (ii) aggregate replacement
     value of land, buildings and improvements; (B) be issued at ordinary rates;
     (C) insure that the Mortgage insured thereby creates a valid


<PAGE>
                                       71


     first Lien on such Mortgaged Property free and clear of all defects and
     encumbrances, except those disclosed therein which are acceptable to the
     Applicable Collateral Agent in its reasonable discretion; (D) name the
     Applicable Collateral Agent for the benefit of the Lenders as the insured
     thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70
     and 10/17/84) (or equivalent policies), or such other form as the
     Applicable Collateral Agent may reasonably require; (F) contain such
     endorsements and affirmative coverage as the Applicable Collateral Agent
     may reasonably request to the extent available at commercially reasonable
     rates and (G) be issued by title companies reasonably satisfactory to the
     Applicable Collateral Agent (including any such title companies acting as
     co-insurers or reinsurers, at the option of the Applicable Collateral
     Agent). The Applicable Collateral Agent shall have received evidence
     reasonably satisfactory to it that all premiums in respect of each such
     policy, all charges for mortgage recording tax, and all related expenses,
     if any, have been paid.

          (iii) If requested by the Applicable Collateral Agent, which request
     shall be made (if at all) promptly after receipt of the applicable surveys
     referred to in clause (ii) above, and only with respect to any Mortgaged
     Property which is located in an area designated a "flood hazard area" in
     any Flood Insurance Rate map published by the Federal Emergency Management
     Association, deliver to the Applicable Collateral Agent (A) a policy of
     flood insurance that (1) covers such Mortgaged Property, (2) is written in
     an amount not less than the outstanding principal amount of the
     indebtedness secured by such Mortgage that is reasonably allocable to such
     real property or the maximum limit of coverage made available with respect
     to the particular type of property under the National Flood Insurance Act
     of 1968, whichever is less, and (3) has a term ending not earlier than the
     maturity of the Indebtedness secured by such Mortgage and (B) confirmation
     that the Company has received the notice required pursuant to Section
     208(e)(3) of Regulation H of the Board.

          (iv)If requested by the Applicable Collateral Agent, which request
     shall be made (if at all) promptly after the Closing Date hereof, deliver
     to the Applicable Collateral Agent a copy of all recorded documents
     referred to, or listed as exceptions to title in, the title policy or
     policies referred to in clause (iii) above and a copy of all other material
     documents affecting the Mortgaged Properties.

          (v) If requested by the Applicable Collateral Agent, which request
     shall be made (if at all) promptly after the Closing Date hereof, deliver
     to the Applicable Collateral Agent an environmental audit with respect to
     the real properties of Holdings, each Borrower, the Canadian Borrowers, and
     the Restricted Subsidiaries specified by the Applicable Collateral Agent.

     (b) Legal Opinions. If requested by the Applicable Collateral Agent, which
request shall be made (if at all) promptly after the Closing Date hereof,
deliver to the Applicable Collateral Agent the favorable written opinion of such
local counsel, relating to the items described in Section 5.17(a) as the
Applicable Agent or Applicable Collateral Agent may reasonably request, in such
form and to such effect as shall be reasonably satisfactory to the Applicable
Agent or Applicable Collateral Agent and to Simpson Thacher & Bartlett, special
counsel to the Administrative Agent and Collateral Agent and McMillan Binch,
special counsel to the Canadian Administrative Agent and Canadian Collateral
Agent.

     (c) Lien Searches. Deliver to the Applicable Collateral Agent the results
of a customary Lien search done in connection with the closing of this Agreement
in each of the jurisdictions where assets of the Loan Parties are located, and
such search shall reveal no Liens on any of the assets of the Loan Parties
except for Liens permitted by Section 6.04 or discharged on or prior to the
Closing Date pursuant to documentation reasonably satisfactory to the Applicable
Collateral Agent (it being understood that the Company shall be permitted to
update Schedule 6.04 upon receipt of all such Lien searches in a manner
satisfactory to the Lenders).

     (d) Miscellaneous. Notwithstanding anything to the contrary in this Section
5.17, at the reasonable request of any Loan Party, such Loan Party shall not be
required to take any action set forth in this Section 5.17 if the Administrative
Agent determines in its reasonable discretion that the economic detriment and
cost to the Loan Parties as a whole of taking such action would be excessive in
relation to the value of the security to be afforded thereby.


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                                       72


     Additional Collateral. With respect to any property acquired after the
Closing Date by Holdings or any Restricted Subsidiary (other than (x) any
property described in paragraph (b), (c), (d), (e) or (f) below, (y) any
property constituting Excluded Collateral and (z) property acquired by any
Foreign Restricted Subsidiary) as to which the Collateral Agent, for the benefit
of the Secured Parties, does not have a perfected Lien, promptly (but within 60
days after acquisition or any request by the Collateral Agent but in no event
prior to the Collateral Delivery Date) to (i) execute and deliver to the
Collateral Agent such amendments to the Guarantee and Collateral Agreement or
such other documents as the Collateral Agent deems reasonably necessary or
advisable to grant to the Collateral Agent, for the benefit of the Secured
Parties, a security interest in such property and (ii) take all actions
reasonably necessary or advisable to grant to the Collateral Agent, for the
benefit of the Secured Parties, a perfected first priority security interest in
such property, including the filing of Uniform Commercial Code financing
statements in such jurisdictions as may be required by the applicable Guarantee
and Collateral Agreement or by law or as may be requested by the Collateral
Agent.

     (a) With respect to (A) each of the Manchester Property and the Marshall
Property (to the extent such real property has not been disposed of by June 30,
2002) and (B) any fee interest in any real property having a net book value
(together with all improvements thereon) of at least $500,000 acquired after the
Closing Date by Holdings or any Restricted Subsidiary (other than (x) any such
real property constituting Excluded Collateral and (z) real property acquired by
any Foreign Restricted Subsidiary), promptly (but within 60 days after
acquisition or any request by the Collateral Agent but in no event prior to the
Collateral Delivery Date) or, in the case of the Manchester Property or the
Marshall Property, by June 30, 2002 to (i) execute and deliver a first priority
mortgage or deed of trust, as applicable, in favor of the Collateral Agent, for
the benefit of the Secured Parties, covering such real property, (ii) if
requested by the Collateral Agent, provide the Secured Parties with (x) title
and extended coverage insurance covering such real property in an amount at
least equal to the purchase price of such real property (or such other amount as
shall be reasonably specified by the Collateral Agent) as well as a current ALTA
survey thereof, together with a surveyor's certificate and (y) any consents or
estoppels reasonably deemed necessary or advisable by the Collateral Agent in
connection with such mortgage or deed of trust, each of the foregoing in form
and substance reasonably satisfactory to the Collateral Agent to the extent
obtainable using commercially reasonable efforts and (iii) if reasonably
requested by the Collateral Agent, deliver to the Collateral Agent legal
opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the Collateral
Agent.

     (b) In addition, from time to time, Holdings and the Restricted
Subsidiaries will, at their cost and expense, subject to the obtaining of any
required regulatory authorizations (which Holdings and the Company agree to use
their best efforts to obtain) promptly secure the Obligations by causing the
following to occur: (i) promptly upon creating or acquiring any additional
subsidiary, the stock of such subsidiary will (unless such subsidiary is a
subsidiary of an Unrestricted Subsidiary or of a Foreign Restricted Subsidiary)
be pledged pursuant to the Guarantee and Collateral Agreement, provided that no
more than 65% of the capital stock of any Foreign Restricted Subsidiary shall be
required to be pledged pursuant to this Section 5.18 in support of the
Obligations of the Company, and (ii) such subsidiary will (unless such
subsidiary is an Unrestricted Subsidiary or a Foreign Restricted Subsidiary)
become a party to the Guarantee and Collateral Agreement. All such security
interests and Liens will be created under the Guarantee and Collateral Agreement
and other security agreements and other instruments and documents in form and
substance reasonably satisfactory to the Collateral Agent.

     (c) With respect to any fee interest in any property acquired after the
Closing Date by any Canadian Guarantor, (other than (x) any property described
in paragraph (e) or (f)) below, (y) any property constituting Excluded
Collateral and (z) property acquired by any non-Canadian subsidiary) as to which
the Canadian Collateral Agent, for the benefit of the Canadian Lenders, does not
have a perfected Lien, promptly (but within 60 days after acquisition or any
request by the Canadian Collateral Agent but in no event prior to the Collateral
Delivery Date) to (i) execute and deliver to the Canadian Collateral Agent such
amendments to the Canadian Guarantee and Collateral Agreement or such other
documents as the Canadian Collateral Agent deems reasonably necessary or
advisable to grant to the Canadian Collateral Agent, for the benefit of the
Canadian Lenders, a security interest in such property and (ii) take all actions
reasonably necessary or advisable to grant to the Canadian Collateral Agent, for
the benefit of the Canadian Lenders, a perfected first priority security
interest or hypothec in such property, including, without limitation, the filing
of Uniform Commercial Code financing statements (or its equivalent in Canadian
jurisdiction) in such jurisdictions as may be required by the Canadian Guarantee
and Collateral Agreement or by law or as may be reasonably requested by the
Canadian Collateral Agent.


<PAGE>
                                       73


     (d) With respect to any fee interest in any real property having a net book
value (together with all improvements thereon) of at least $500,000 acquired
after the Closing Date by any Canadian Guarantor (other than (x) any such real
property constituting Excluded Collateral and (z) real property acquired by any
non-Canadian subsidiary), promptly (but within 60 days after acquisition or any
request by the Canadian Collateral Agent but in no event prior to the Collateral
Delivery Date) to (i) execute and deliver a first priority mortgage or deed of
trust, as applicable, in favor of the Canadian Collateral Agent, for the benefit
of the Canadian Lenders, covering such real property, (ii) if requested by the
Canadian Collateral Agent, provide the Canadian Lenders with (x) title and
extended coverage insurance covering such real property in an amount at least
equal to the purchase price of such real property (or such other amount as shall
be reasonably specified by the Canadian Collateral Agent) as well as a current
ALTA survey thereof or such other form as the Canadian Collateral Agent may
reasonably require, together with a surveyor's certificate and (y) any consents
or estoppels reasonably deemed necessary or advisable by the Canadian Collateral
Agent in connection with such mortgage or deed of trust, each of the foregoing
in form and substance reasonably satisfactory to the Canadian Collateral Agent
to the extent obtainable using commercially reasonable efforts and (iii) if
reasonably requested by the Canadian Collateral Agent, deliver to the Canadian
Collateral Agent legal opinions relating to the matters described above, which
opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Canadian Collateral Agent.

     (e) In addition, from time to time, the Canadian Guarantors will, at their
cost and expense, subject to the obtaining of any required regulatory
authorizations (which the Canadian Borrowers agree to use their best efforts to
obtain) promptly secure the Canadian Obligations by causing the following to
occur: (i) promptly upon creating or acquiring any additional subsidiary, the
stock of such subsidiary will (unless such subsidiary is a subsidiary of an
Unrestricted Subsidiary or of a non-Canadian subsidiary) be pledged pursuant to
the Canadian Guarantee and Collateral Agreement, and (ii) such subsidiary will
(unless such subsidiary is an Unrestricted Subsidiary or a non-Canadian
subsidiary) become a party to the Canadian Guarantee and Collateral Agreement.
All such security interests and Liens will be created under the Canadian
Guarantee and Collateral Agreement and other security agreements and other
instruments and documents in form and substance reasonably satisfactory to the
Canadian Collateral Agent.

     (f) Holdings and the Restricted Subsidiaries shall deliver or cause to be
delivered to the Applicable Agent and Applicable Collateral Agent all such
instruments and documents (including legal opinions and lien searches) as the
Applicable Agent or Applicable Collateral Agent shall reasonably request to
evidence compliance with this Section 5.18. Holdings and the Restricted
Subsidiaries agree to provide such evidence as the Applicable Agent and
Applicable Collateral Agent shall reasonably request as to the perfection and
priority status of each such security interest and Lien.

     (g) Notwithstanding anything set forth in this Section 5.18, no Loan Party
will be required to grant a security interest in Excluded Collateral or in any
acquired assets that are identified by the Company in writing to the
Administrative Agent promptly following acquisition as assets which the Company
or a Restricted Subsidiary will substantially simultaneously sell in a
sale/leaseback transaction permitted by clause (a) of Section 6.06.

     (h) Notwithstanding anything to the contrary in this Section 5.18, at the
reasonable request of any Loan Party, such Loan Party shall not be required to
take any action set forth in this Section 5.18 if the Applicable Agent
determines in its reasonable discretion that the economic detriment and cost to
the Loan Parties as a whole of taking such action would be excessive in relation
to the value of the security to be afforded thereby.

     Landlord Waivers. Use commercially reasonable efforts (which shall not
include the payment of consent fees) to deliver to the Applicable Collateral
Agent a landlord waiver and consent, in form and substance reasonably
satisfactory to the Applicable Collateral Agent, from each lessor (other than
any Loan Party) or mortgagee of Holdings or its Subsidiaries (other than either
Applicable Collateral Agent) of any property where any Collateral is located.




<PAGE>
                                       74


                                   ARTICLE VI.
                               NEGATIVE COVENANTS

     Each of Holdings and the Borrowers covenants and agrees that from and after
the Closing Date, so long as this Agreement or any Letter of Credit shall remain
in effect or any monetary Obligation shall be unpaid, unless the Required
Lenders shall otherwise consent in writing, Holdings, and the Borrowers will
not, and will not cause or permit any Restricted Subsidiary to:

     Indebtedness. Incur, create, assume or permit to exist any Indebtedness,
except:

     (qq) (i) Indebtedness of Foreign Restricted Subsidiaries under Overdraft
Facilities in an aggregate principal amount not to exceed $30,000,000; (ii)
Indebtedness of the Brazilian Subsidiary under any local credit facility
denominated in dollars or in Foreign Currencies in an aggregate principal amount
not to exceed the Dollar Equivalent Amount of $30,000,000; (iii) Indebtedness of
the Italian JV in the event it becomes a Foreign Restricted Subsidiary in
accordance with the terms hereof in respect of any local credit facility in an
aggregate principal amount not to exceed $10,000,000; and (iv) Indebtedness of
the Company or any Restricted Subsidiary in respect of any letters of credit
issued to support or any Guarantees (issued in lieu of letter of credit support)
of any Indebtedness referred to in the preceding clauses (i) through (iii) to
the extent that Letters of Credit are not utilized for such purposes;

     (rr) So long as immediately after giving effect to the incurrence thereof
no Default or Event of Default shall have occurred and be continuing, (x)
Permitted Subordinated Indebtedness and unsecured subordinated Guarantees of
such Permitted Subordinated Indebtedness by Subsidiary Guarantors but only to
the extent the proceeds of such Permitted Subordinated Indebtedness are applied
in accordance with Section 2.12(g)(i) and (y) Senior Unsecured Notes or
Permitted Additional Senior Unsecured Notes in excess of the principal amount
referred to in clause (p) below and senior Guarantees of the foregoing but only
to the extent that the proceeds thereof are offered to be applied in accordance
with Section 2.12(g)(ii);

     (ss) Indebtedness of (i) the Company to any subsidiary of the Company
evidenced, if the principal amount of such Indebtedness owing to a Domestic
Restricted Subsidiary (other than an Inactive Subsidiary, unless requested by
the Administrative Agent) exceeds $10,000,000, by an Intercompany Note pledged
to the Collateral Agent under the Guarantee and Collateral Agreement, (ii) any
Domestic Restricted Subsidiary to the Company evidenced, if the principal amount
of such Indebtedness exceeds $10,000,000, by an Intercompany Note pledged to the
Collateral Agent under the Guarantee and Collateral Agreement, (iii) any
Domestic Restricted Subsidiary to any other Restricted Subsidiary evidenced, if
the principal amount of such Indebtedness owing to a Domestic Restricted
Subsidiary (other than an Inactive Subsidiary, unless requested by the
Administrative Agent) exceeds $10,000,000, by an Intercompany Note pledged to
the Applicable Collateral Agent under the applicable Security Document, (iv) any
Foreign Restricted Subsidiary to the Company or to any Domestic Restricted
Subsidiary in an aggregate principal amount not at any time in excess of
$150,000,000 and evidenced by one or more Intercompany Notes pledged to the
Applicable Collateral Agent under the applicable Security Document if the
outstanding principal amount of such Indebtedness exceeds $10,000,000 in the
aggregate, (v) Holdings to the Company, in an aggregate principal amount not
greater than $6,000,000 at any time, (vi) Collins & Aikman Plastics, to any
Domestic Restricted Subsidiary in an aggregate principal amount not to exceed
$35,000,000, evidenced by one or more Intercompany Notes pledged to the
Collateral Agent under the Guarantee and Collateral Agreement and (vii) any
Foreign Restricted Subsidiary to any other foreign Subsidiary;

     (tt) Capital Lease Obligations and Purchase Money Indebtedness incurred by
the Company or any other Restricted Subsidiary not in excess of $30,000,000 in
the aggregate at any time outstanding prior to or within 270 days after a
Capital Expenditure permitted under Section 6.03 in order to finance such
Capital Expenditure, and extensions, renewals and refinancings thereof if the
average life to maturity thereof is greater than or equal to the Indebtedness
being refinanced (provided that such Indebtedness shall not be (A) Indebtedness
of an obligor that was not an obligor with respect to the Indebtedness being

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                                       75


extended, renewed or refinanced, (B) in a principal amount which exceeds the
Indebtedness being renewed, extended or refinanced or (C) incurred, created or
assumed if any Default or Event of Default has occurred and is continuing or
would result therefrom);

     (uu) Indebtedness of the Company and its subsidiaries in the nature of
Interest Rate Agreements and other interest rate and foreign currency hedging
transactions entered into with respect to the Loans and other Indebtedness (it
being understood that such transactions shall be entered into for business
purposes and not for the purpose of speculation);

     (vv) Indebtedness of a Restricted Subsidiary which represents the
assumption by such Restricted Subsidiary of Indebtedness of a Restricted
Subsidiary in connection with the merger of such Restricted Subsidiary with or
into the assuming Restricted Subsidiary or the purchase of all or substantially
all the assets of such other Restricted Subsidiary;

     (ww) Indebtedness of the Restricted Subsidiaries in respect of performance
bonds, bid bonds, appeal bonds, bankers acceptances and surety bonds provided in
the ordinary course of business, and any extension, renewal or refinancing
thereof to the extent not provided to secure the repayment of other Indebtedness
and to the extent that the amount of refinancing Indebtedness is not greater
than the amount of Indebtedness being refinanced;

     (xx) Indebtedness arising from the honoring by a bank or other financial
institutions of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business; provided that such Indebtedness is
extinguished within two Business Days of its incurrence;

     (yy) Indebtedness of a person merged or consolidated with or into, or which
becomes, a Restricted Subsidiary after the Closing Date, which Indebtedness
exists at the time of such acquisition, merger or consolidation (whether or not
created in contemplation of such event) and such acquisition, merger or
consolidation is permitted by this Agreement; provided that the aggregate
principal amount of such Indebtedness shall not exceed $30,000,000 at any time
outstanding;

     (zz) Indebtedness of the Company incurred after the Closing Date, which
Indebtedness is created or incurred in connection with any Permitted Business
Acquisition; provided that the aggregate principal amount of such Indebtedness
shall not exceed $150,000,000 at any time outstanding;

     (aaa) Indebtedness owed to (including obligations in respect of letters of
credit for the benefit of) any person providing worker's compensation, health,
disability or other employee benefits, property, casualty, liability or other
insurance to Holdings or any Subsidiary, pursuant to reimbursement or
indemnification obligations to such person;

     (bbb) Indebtedness represented by the Loans, the Letters of Credit and the
Guarantees thereof by the Guarantors pursuant to the Security Documents;

     (ccc) other unsecured Indebtedness of the Company and the Canadian
Borrowers in an aggregate principal amount at any time outstanding not in excess
of $40,000,000 and unsecured Guarantees by the Company of any Indebtedness of
the Canadian Borrowers incurred in accordance with this clause (m);

     (ddd) other Indebtedness of the Company or any other Restricted Subsidiary
in an aggregate principal amount outstanding at any time not to exceed
$35,000,000 and unsecured Guarantees by the Company of any Indebtedness of any
Restricted Subsidiary incurred in accordance with this clause (n);

     (eee) Indebtedness of Foreign Restricted Subsidiaries denominated in
dollars or in Foreign Currencies in an aggregate outstanding amount at any one
time, together with the fair market value of any receivables sold by a Foreign
Restricted Subsidiary pursuant to Section 6.08(g)(ii) that remain uncollected,
not to exceed the Dollar Equivalent Amount of $50,000,000 and unsecured
Guarantees by the Company of any Indebtedness of any Foreign Restricted
Subsidiary incurred in accordance with this clause (o);


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                                       76


     (fff) Indebtedness of the Company under the Senior Unsecured Notes in an
aggregate principal amount not to exceed $500,000,000 and Guarantees thereof by
Subsidiary Guarantors;

     (ggg) Indebtedness of the Company under the Subordinated Notes or any
Permitted Subordinated Notes Refinancing and subordinated Guarantees thereof by
the Subsidiary Guarantors; and

     (hhh) Indebtedness of the Foreign Restricted Subsidiaries to the Company or
any Domestic Restricted Subsidiary (i) outstanding on the date hereof and listed
on Schedule 6.01 and any refinancings, refundings, renewals or extensions
thereof (without increasing the principal amount thereof) and (ii) resulting
from the conversion of equity owned by the Company or such Domestic Restricted
Subsidiary into intercompany debt, provided that, in the case of this clause
(ii), (a) no cash payment is made in connection therewith and (b) such
Indebtedness shall be evidenced by one or more Intercompany Notes pledged to the
Applicable Collateral Agent under the applicable Security Document if the
outstanding principal amount of such Indebtedness exceeds $10,000,000 in the
aggregate.

     Dividends and Distributions. Declare or pay, directly or indirectly, any
dividend or make any other distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, with respect to
any shares of its capital stock (other than dividends and distributions on
Holdings Common Stock payable solely by the issuance of additional shares of
Holdings Common Stock) or directly or indirectly redeem, purchase, retire or
otherwise acquire for value (or permit any Restricted Subsidiary to purchase or
acquire) any shares of any class of its capital stock or any option, warrant or
other right to acquire shares of such stock or set aside any cash, property,
securities or combination thereof amount for any such purpose (collectively,
"Restricted Payments"); provided, however, that:

     (iii) (i) any Subsidiary may declare and pay dividends or make other
distributions to the Company or to Restricted Subsidiaries, (ii) any non-wholly
owned Subsidiary may declare and pay dividends or make other distributions on a
pro rata basis to all of their shareholders and (iii) to the extent required by
applicable law, rule or regulation, the Brazilian Subsidiary may pay
preferential dividends on its preferred shares and any other Foreign Restricted
Subsidiary may make similar preferential dividends in respect of non-voting or
other shares that are substantially common equivalent securities;

     (jjj) if at the time thereof and after giving effect thereto no Default or
Event of Default shall have occurred and be continuing, Holdings may pay
dividends in cash on its common stock or may redeem, purchase, retire or
otherwise acquire for value its common stock provided that (i) the sum of such
dividends and consideration paid for such redemptions, purchases, retirements
and other acquisitions after the Closing Date shall not exceed (1) $6,250,000 in
any fiscal year of Holdings and (2) $25,000,000 in the aggregate and (ii) the
following conditions are satisfied at the time of payment: (1) the aggregate
outstanding principal amount of Term Loans does not exceed $240,000,000 and (2)
the pro forma Leverage Ratio (determined using pro forma adjustments
satisfactory to the Administrative Agent) after giving effect to any such
payment is less than 2.5 to 1.0;

     (kkk) the Company may pay dividends on the Seller Preferred in-kind or by
accrual (at the stated rate and on the stated payment dates in the Seller
Preferred) and, if at the time thereof and after giving effect thereto no
Default or Event of Default shall have occurred and be continuing, the Company
may pay dividends in cash on the Seller Preferred on a scheduled dividend
payment date (as scheduled on the Closing Date) at a rate not to exceed 8% per
annum if the following conditions are satisfied at the time of payment: (i) the
aggregate outstanding principal amount of Term Loans does not exceed
$240,000,000 and (ii) the pro forma Leverage Ratio (determined using pro forma
adjustments satisfactory to the Administrative Agent) after giving effect to any
such payment is less than 2.5 to 1.0;

     (lll) if at the time thereof and after giving effect thereto no Default or
Event of Default shall have occurred and be continuing, Holdings may repurchase
director's qualifying shares of Holdings and capital stock of Holdings and
options therefor of employees and directors of Holdings and the Restricted
Subsidiaries, provided that (i) no such repurchase may be made unless Holdings
is obligated to do so at the time of repurchase pursuant to contractual
agreements between Holdings and the applicable officer or director and (ii) the
aggregate amount paid by Holdings in connection with such repurchases at any
time


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                                       77


shall not exceed $3,000,000 plus the aggregate amount (but only to the extent
such amount is simultaneously contributed by Holdings to the Company) received
by Holdings from the sale or issuance of its capital stock or options therefor
to officers and directors of Holdings and the Restricted Subsidiaries after the
Closing Date;

     (mmm) the Company may pay dividends or make other distributions to Holdings
in amounts sufficient to allow Holdings to pay (i) Permitted Tax Payments and
state and local taxes and other governmental charges, and administrative and
routine expenses required to be paid by Holdings in the ordinary course of its
business, (ii) the dividends, other consideration (for redemptions, purchases,
retirements and other acquisitions of common stock and preferred stock) and
other amounts contemplated by clause (b) above; provided that dividends paid to
Holdings pursuant to this clause (ii) in order to permit Holdings to pay
dividends are used by Holdings for such purpose within 20 days of the receipt of
such dividends by Holdings, and (iii) the repurchase price for the capital stock
and options therefor of Holdings contemplated by clause (c) above provided that
such dividends pursuant to clause (iii) are used by Holdings for such purpose
within 20 days of the receipt of such dividends by Holdings; provided that no
dividend may be paid to Holdings pursuant to clause (ii) or (iii) if at the time
of such dividend or after giving effect thereto a Default or Event of Default
shall have occurred and be continuing;

     (nnn) (i) Holdings may repay, purchase or retire any capital stock in
exchange for, or out of the proceeds of, a substantially concurrent issuance of
capital stock of Holdings or (ii) the Company may repay, purchase or retire any
Seller Preferred (a) in exchange for, or out of the proceeds of, a substantially
concurrent issuance of capital stock of Holdings or of the Company to Holdings
or (b) in exchange for an identical series of preferred stock of the Company in
accordance with the requirements of the Preferred Stock Registration Rights
Agreement annexed to the Tac-Trim Purchase Agreement, as in effect on the
Closing Date; and

     (ooo) (i) Investments permitted by Section 6.07 and (ii) purchases or
acquisitions permitted by Section 6.08 may be consummated.

     Holdings and its Subsidiaries (x) will not pay dividends on the Seller
Preferred except as permitted by paragraph (c) above, (y) will not redeem,
retire, defease or purchase the Seller Preferred or the Seller Common Equity
except as permitted by paragraph (f) above and (z) will pay amounts payable by
the Company and its Subsidiaries pursuant to Section 8.4 of the Tac-Trim
Purchase Agreement only in the amounts and on the dates set forth in such
Section 8.4 and the date hereof and only if no Default or Event of Default
exists or would exist after giving effect thereto and will not directly or
indirectly provide collateral or other consideration in respect of such amounts.

     Capital Expenditures. Permit Capital Expenditures of the Restricted
Subsidiaries on a consolidated basis during any fiscal year to be greater than
the amount set forth below for such fiscal year:

     Fiscal Year                                         Amount

          2002                                        $155,000,000
          2003                                        $170,000,000
          2004                                        $185,000,000
          2005                                        $195,000,000

provided, however, that (i) Restricted Subsidiaries shall be permitted to carry
forward the total amount of unused permitted Capital Expenditures for any
immediately preceding fiscal year (without giving effect to the amount of any
unused permitted Capital Expenditures that were carried forward to such
preceding fiscal year) to the immediately succeeding fiscal year so long as the
aggregate Capital Expenditures do not exceed $200,000,000 in fiscal year 2003
and $250,000,000 in fiscal year 2004 and each fiscal year thereafter; (ii)
Capital Expenditures may not be made by Holdings; and (iii) following the
Closing Date, the amount of Capital Expenditures permitted for each fiscal year
shall be increased, in the case of the first fiscal year in which an Acquired
Asset is acquired, by 15%, and for each subsequent fiscal year, by 10%, of
Acquired Assets (the "Acquired Assets Amount"), plus for


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                                       78


each fiscal year commencing after any Acquired Assets Amount is added to the
amount of permitted Capital Expenditures, 5% of such Acquired Assets Amount, in
each case calculated on a cumulative basis.

     Liens. Create, incur, assume or permit to exist any Lien on any property or
assets (including stock or other securities) now owned or hereafter acquired by
it or on any income or rights in respect of any thereof, except:

     (ppp) Liens on property or assets of the Restricted Subsidiaries existing
on the Closing Date and, in the case of Liens securing Indebtedness for borrowed
money, set forth in Schedule 6.04; provided that such Liens shall secure only
those obligations which they secure on such date and do not subsequently apply
to any other property or assets of Holdings or any Restricted Subsidiary;

     (qqq) any Lien on any property or asset of a Restricted Subsidiary securing
Indebtedness permitted by Section 6.01(i), provided that such Lien does not
apply to any other property or assets of Holdings or any Restricted Subsidiary
not securing such Indebtedness at the date of acquisition of such property or
asset;

     (rrr) Liens for taxes, assessments or other governmental charges or levies
not yet due, or which are for less than $1,000,000 in the aggregate, or which
are being contested in compliance with Section 5.03 or for property taxes for
property that the Company or one of its Restricted Subsidiaries has determined
to abandon if the sole recourse for such tax, assessment, charge, levy or claim
is to such property;

     (sss) carriers', landlords', warehousemen's, mechanics', materialmen's,
repairmen's, statutory liens of banks or other like Liens arising in the
ordinary course of business and securing obligations which are not overdue for a
period of more than 30 days or which are being contested in good faith by
appropriate proceedings and in respect of which, if applicable, Holdings or the
relevant Restricted Subsidiary shall have set aside on its books reserves in
accordance with GAAP;

     (ttt) pledges and deposits made in the ordinary course of business in
compliance with the Federal Employers Liability Act or any other workmen's
compensation, unemployment insurance and other social security laws or
regulations and deposits securing liability to insurance carriers under
insurance or self-insurance arrangements;

     (uuu) deposits to secure the performance of bids, trade contracts (other
than for Indebtedness), leases (other than Capital Lease Obligations), statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature incurred in the ordinary course of business;

     (vvv) zoning restrictions, easements, trackage rights, leases (other than
Capital Lease Obligations), licenses, special assessments, rights-of-way,
restrictions on use of real property and other similar encumbrances incurred in
the ordinary course of business which, in the aggregate, are not substantial in
amount and do not materially detract from the value of the property subject
thereto or interfere in any material respect with the ordinary conduct of the
business of any Restricted Subsidiary;

     (www) any Liens securing Capital Lease Obligations permitted under Section
6.01(d) or purchase money security interests in real property, improvements
thereto or equipment acquired (or, in the case of improvements, constructed) by
any Restricted Subsidiary (including without limitation, the interests of
vendors and lessors under conditional sale and title retention agreements);
provided that (i) such security interests secure Indebtedness permitted by
Section 6.01, (ii) such security interests are incurred, and the Indebtedness
secured thereby is created, within 270 days after such acquisition (or
construction), (iii) the Indebtedness secured thereby does not exceed 100% of
the cost of such real property, improvements or equipment at the time of such
acquisition (or construction), (iv) such expenditures are Capital Expenditures
permitted under Section 6.03 and (v) such security interests do not apply to any
other property or assets of any Restricted Subsidiary (other than to accessions
to such real property, improvements or equipment and provided that individual
financings of equipment provided by a single lender may be cross-collateralized
to other financings of equipment provided solely by such lender);


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                                       79


     (xxx) Liens created in favor of the Applicable Collateral Agent for the
benefit of the Secured Parties;

     (yyy) Liens consisting of precautionary UCC filings arising out of
operating lease transactions;

     (zzz) any Lien on assets of a Foreign Restricted Subsidiary securing
Indebtedness of such Foreign Restricted Subsidiary or any other Foreign
Restricted Subsidiary permitted by Section 6.01(a) or (o);

     (aaaa) any Lien arising by operation of law pursuant to Section 107(1) of
the Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. ss. 9607(l), or pursuant to analogous state law, for costs or damages
which are not yet due (by virtue of a written demand for payment by a
Governmental Authority) or which are being contested in compliance with Section
5.03, or on property that a Restricted Subsidiary has determined to abandon if
the sole recourse for such costs or damages is to such property, provided that
the liability of Holdings and the Restricted Subsidiaries with respect to the
matter giving rise to such Lien shall not, in the reasonable estimate of the
Company (in light of all attendant circumstances, including the likelihood of
contribution by third parties), exceed $10,000,000;

     (bbbb) any leases or subleases to other persons of properties or assets
owned or leased by a Restricted Subsidiary;

     (cccc) Liens consisting of interests of lessors under capital leases
permitted by Section 6.01;

     (dddd) Liens securing judgments for the payment of money in an aggregate
amount not in excess of $10,000,000 (to the extent not covered by insurance)
which judgments shall not be undischarged or stayed for a period of more than 30
consecutive days;

     (eeee) the replacement, extension or renewal of any Lien permitted by
clause (b) or (h) above, provided that such replacement, extension or renewal
Lien shall not cover any property other than the property that was subject to
such Lien prior to such replacement, extension or renewal and provided further
that the Indebtedness and other obligations secured by such replacement,
extension or renewal Lien are permitted by this Agreement;

     (ffff) other Liens with respect to property or assets not constituting
collateral for the Obligations with an aggregate fair market value of not more
than $25,000,000 at any time;

     (gggg) Permitted Receivables Financings;

     (hhhh) Liens on the Textron Sale/Leaseback Mortgaged Properties securing
obligations under the Textron Sale/Leaseback Financing and any Permitted Textron
Sale/Leaseback Refinancing;

     (iiii) Liens securing reimbursement obligations in respect of commercial
letters of credit permitted under Section 6.01 and covering the goods (or the
documents of title in respect of such goods) financed by such letters of credit;

     (jjjj) Liens representing the pledge of equity interests in joint ventures
to secure call options with joint venture partners and to finance such joint
ventures, provided that the aggregate amount of investment in such equity
interests does not exceed $25,000,000;

     (kkkk) Liens in favor of customs and revenue authorities to secure the
payment of customs duties in connection with the importation of goods; and

     (llll) Liens on specified equipment identified on the Closing Date located
in Canada with an orderly liquidation value of not more than $17,000,000
securing obligations under the GECC Phase II Lease, provided that such equipment
is pledged on the Closing Date.


<PAGE>
                                       80


     Priority of Loan Payments. Until the Commitments have been terminated and
the Obligations have been paid in full, directly or indirectly, make any
payment, retirement, repurchase, defeasance or redemption on account of the
principal of any Permitted Subordinated Indebtedness, the Subordinated Notes,
any Permitted Subordinated Notes Refinancing or the Senior Unsecured Notes or
any Permitted Additional Senior Unsecured Notes or directly or indirectly prepay
any Permitted Subordinated Indebtedness, the Subordinated Notes, any Permitted
Subordinated Notes Refinancing or the Senior Unsecured Notes or any Permitted
Additional Senior Unsecured Notes prior to the regularly scheduled maturity date
of such Indebtedness or make any payment or prepayment of any such Indebtedness
which would violate the terms of this Agreement or of such Indebtedness.
Notwithstanding the foregoing the Subordinated Notes may be repaid from the
proceeds of a substantially concurrent Permitted Subordinated Notes Refinancing.

     (a) Until the Commitments have been terminated and the Obligations have
been paid in full, repay any Funded Debt (except to the extent such repayment is
prohibited by the preceding paragraph (a)) of Holdings and the Restricted
Subsidiaries except:

          (viii) the Obligations;

          (ix) payments of Funded Debt made in conformity with, or within 30
     days of, the regularly scheduled maturity thereof or mandatory prepayment
     provisions thereof;

          (x) if no Default or Event of Default has occurred and is continuing
     or would result therefrom, refinancings permitted by Section 6.01;

          (xi) if no Default or Event of Default has occurred and is continuing
     or would result therefrom, prepayments by a Restricted Subsidiary of its
     Funded Debt acquired in connection with a Permitted Business Acquisition;
     and

          (xii) if no Default or Event of Default has occurred and is continuing
     or would result therefrom, prepayments of up to $10,000,000 in the
     aggregate of other Funded Debt of the Restricted Subsidiaries.

     (b) Refinance, prepay or otherwise retire on dates earlier than scheduled
payment dates the Textron Sale/Leaseback Financing except pursuant to a
concurrent Permitted Textron Sale/Leaseback Refinancing, provided that, after
the first anniversary of the Closing Date, the Company or any Restricted
Subsidiary may refinance, prepay or otherwise retire the Textron Sale/Leaseback
Financing so long as (unless pursuant to a concurrent Permitted Textron
Sale/Leaseback Refinancing) (i) such refinancing, prepayment or retirement is
accretive to Holdings (i.e., after giving effect to such refinancing, prepayment
or retirement and the financing thereof, if any, and taking into account other
pro forma adjustments satisfactory to the Administrative Agent, the pro forma
Leverage Ratio of Holdings decreases) and (ii) the Company shall not have
borrowed any Revolving Loans to effectuate such refinancing, prepayment or
retirement.

     Sale and Lease-Back Transactions. Enter into any arrangement, directly or
indirectly, with any person whereby Holdings or any Restricted Subsidiary shall
sell or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property which it intends to use for substantially the same
purpose or purposes as the property being sold or transferred, other than (a)
such arrangements or transactions entered into substantially simultaneously to
finance Capital Expenditures permitted to be incurred pursuant to Section 6.03,
(b) the Textron Sale/Leaseback Financing and any Permitted Textron
Sale/Leaseback Refinancing and (c) the GECC Phase II Lease.

     Investments, Loans and Advances. Purchase, hold or acquire any capital
stock, evidences of indebtedness or other securities of, make or permit to exist
any loans or advances to, or make or permit to exist any investment or any other
interest in (collectively, an "Investment"), any other person, except:

     (f) Permitted Investments and Investments that were Permitted Investments
when made;


<PAGE>
                                       81


     (g) Investments by Holdings in the Company, Investments by a Restricted
Subsidiary in a Domestic Restricted Subsidiary and Investments by Foreign
Restricted Subsidiaries in other Foreign Restricted Subsidiaries;

     (h) Investments arising out of the receipt of noncash consideration for the
sale of assets permitted under Section 6.08, provided that such consideration
(if the stated amount or value thereof is in excess of $1,000,000) is pledged
upon receipt pursuant to the applicable Security Document;

     (i) intercompany loans permitted to be incurred as Indebtedness under
Sections 6.01(c) and (r);

     (j) Investments by a wholly owned Restricted Subsidiary constituting
Permitted Business Acquisitions;

     (k) (i) loans and advances to employees of any Restricted Subsidiary not to
exceed $300,000 at any time outstanding to any one employee and not to exceed
$2,000,000 in the aggregate at any time outstanding and (ii) advances of payroll
payments and expenses to employees in the ordinary course of business;

     (l) accounts receivable arising and trade credit granted in the ordinary
course of business and any securities received in satisfaction or partial
satisfaction thereof from financially troubled account debtors to the extent
reasonably necessary in order to prevent or limit loss;

     (m) an Investment by the Company or any of the Restricted Subsidiaries in
any Finance Subsidiary that the Company is incorporating, but only to the extent
necessary to incorporate such Finance Subsidiary and acquire its capital stock
and subordinated indebtedness in connection with sales of receivables, all with
the minimum capitalization necessary;

     (n) investments, other than investments listed in clauses (a) through (h)
of this Section, existing on the Closing Date and set forth on Schedule 6.07;

     (o) Investments the sole consideration for which by Holdings and the
Restricted Subsidiaries is capital stock of Holdings and/or, in the case of a
Permitted Business Acquisition, the assumption of Indebtedness not incurred or
created in contemplation of the Permitted Business Acquisition to the extent
such Indebtedness is permitted to be incurred under Section 6.01(i), provided
that, after giving effect thereto, no Default or Event of Default under
paragraph (m) of Article VII shall have occurred;

     (p) other Investments, including joint ventures, and Investments in
Unrestricted Subsidiaries, provided that the consideration for all such
Investments (whether cash or property, as valued at the time of such Investment)
does not exceed (net of any return representing return of capital of (but not
return on) any such Investment) at any time $25,000,000 (or, if the Investment
Condition is satisfied, $50,000,000) in the aggregate;

     (q) Investments resulting from pledges and deposits referred to in Section
6.04(e); and

     (r) Investments permitted by Section 6.08(c).

None of Holdings and the Restricted Subsidiaries may make any Investment in
Unrestricted Subsidiaries except as described in the definition of "Unrestricted
Subsidiaries" set forth in Section 1.01. Holdings and its Subsidiaries will not
make Investments in the Italian JV or any of its businesses or purchase any
Capital Stock of the Italian JV (whether by the purchase of Capital Stock or
assets or otherwise) after the Closing Date, except Investments made pursuant to
Section 6.07(k) or Investments in the form of a Guarantee of (or letter of
credit support for) Indebtedness of the Italian JV as permitted by Section
6.01(a), provided that, if no Default or Event of Default exists or would exist
after giving effect thereto, the Company and its subsidiaries may expend up to
$23,140,000 (subject to purchase price adjustments of up to an additional
$5,000,000 related to the Italian JV as provided in Section


<PAGE>
                                       82


5.20(c) in the Tac-Trim Purchase Agreement) to purchase Capital Stock of the
Italian JV pursuant to the put/call arrangements set forth in Section 5.20 of
the Tac-Trim Purchase Agreement if such purchase is accretive to Holdings (i.e.,
after giving effect to such purchase and the financing thereof, if any, and
taking into account, without duplication, Indebtedness and outstanding factoring
arrangements of the Italian JV and letters of credit issued for the account of
or for the benefit of the Italian JV the pro forma Leverage Ratio of Holdings,
calculated in a manner, and taking into account pro forma adjustments,
satisfactory to the Administrative Agent, decreases).

     Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into or
consolidate with any other person, or permit any other person to merge into or
consolidate with it, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) all or any part of its assets
(whether now owned or hereafter acquired) or any capital stock of any
subsidiary, or purchase, lease or otherwise acquire (in one transaction or a
series of transactions) all or any substantial part of the assets of any other
person, except that this Section 6.08 shall not prohibit:

     (a) the purchase and sale of property and assets in the ordinary course of
business by any Restricted Subsidiary;

     (b) the Textron Sale/Leaseback Financing and a Permitted Textron
Sale/Leaseback Refinancing, the GECC Phase II Lease and other sale-leasebacks
permitted under Section 6.06;

     (c) Permitted Business Acquisitions if the Investment Condition is
satisfied or, if the Investment Condition is not satisfied, (i) Permitted
Business Acquisitions that comply with the requirements of Section 6.07(j) and
(ii) Permitted Business Acquisitions in an aggregate amount (valued at cost) not
to exceed $50,000,000, provided that, in the case of this clause (ii), the pro
forma Leverage Ratio (determined using pro forma adjustments satisfactory to the
Administrative Agent) after giving effect to any such Permitted Business
Acquisition is less than 3.25 to 1.0;

     (d) sales, leases or transfers from one Restricted Subsidiary of the
Company to the Company or to a Restricted Subsidiary or from the Company to a
Domestic Restricted Subsidiary, provided that the fair market value of any
assets sold, leased or transferred by a Domestic Restricted Subsidiary to a
Foreign Restricted Subsidiary (net of any cash or other assets received by the
Domestic Restricted Subsidiaries in exchange for any such sales, leases or
transfers) shall not exceed $50,000,000 in the aggregate;

     (e) sales, leases or other dispositions of inventory of the Restricted
Subsidiaries determined by the Board of Directors of the Company to be no longer
useful or necessary in the operation of the businesses of the Restricted
Subsidiaries;

     (f) any Permitted Receivables Financing;

     (g) (i) receivables financings constituting Indebtedness and permitted
under Section 6.01(o) and (ii) sales of receivables by a Foreign Restricted
Subsidiary pursuant to any factoring arrangement that would not constitute
Indebtedness, provided that the fair market value of any receivables sold
pursuant to this clause (ii) that remain uncollected shall not exceed, together
with all Indebtedness outstanding under Section 6.01(o), $50,000,000 in the
aggregate;

     (h) sales, leases or other dispositions of equipment or real property of
the Restricted Subsidiaries determined by the Board of Directors of the Company
to be no longer useful or necessary in the operation of the business of the
Restricted Subsidiaries, provided that the Net Proceeds thereof in excess of
$5,000,000 shall be used to prepay the Term Loans, in accordance with Section
2.12(g)(i) or used to purchase replacement assets or properties used for the
same purpose as the equipment or real property disposed of within 12 months of
the receipt thereof;

     (i) any Restricted Subsidiary may merge with any other Restricted
Subsidiary, provided that (i) at the time of and immediately after giving effect
to any such merger no Default or Event of Default shall have occurred, (ii) the
Company shall be the surviving corporation of any merger involving the Company,
and a Canadian Borrower shall be the surviving corporation of any merger
involving such Canadian


<PAGE>
                                       83


Borrower and (iii) no Restricted Subsidiary organized under the laws of a
jurisdiction outside the United States may merge with a Domestic Restricted
Subsidiary unless the Domestic Restricted Subsidiary is the surviving
corporation (except that Textron Properties, Inc. may merge with and into C&A
Canada Holding Company so long as the requirements of Section 5.18(f) are
satisfied);

     (j) the Restricted Subsidiaries may sell or otherwise dispose of assets
having a fair market value, for all such transactions, not in excess of
$30,000,000, provided that (i) each such sale shall be for a consideration
determined in good faith by the Board of Directors of the Company to be at least
equal to the fair market value (if any) of the asset sold, (ii) the aggregate
amount of all noncash consideration included in such sale proceeds may not
exceed 15% of the fair market value of the aggregate amount of all such sale
proceeds; provided, however, that obligations of the type referred to in clauses
(a) and (b) of the definition of "Permitted Investments" (without regard to the
maturity or the credit rating thereof) shall not be deemed non-cash proceeds if
such obligations are promptly sold for cash and the proceeds of such sale are
included in the calculation of Net Proceeds from such sale, (iii) the aggregate
Net Proceeds of all such sale, and dispositions are either applied to the
purchase of assets or properties used in the business of the Company and its
Restricted Subsidiaries as permitted by Section 6.12 within 12 months of the
receipt thereof or are applied to repay the Term Loans in accordance with
Section 2.12(g)(i) and (iv) no Default or Event of Default shall have occurred
and be continuing immediately prior to or after such sale;

     (k) the Restricted Subsidiaries may sell or otherwise dispose of the
Specified Business in one or more transactions, provided that (i) each such sale
shall be for a consideration determined in good faith by the Board of Directors
of the Company to be at least equal to the fair market value (if any) of the
asset sold, (ii) the aggregate amount of all noncash consideration included in
such sale proceeds may not exceed 33% of the fair market value of the aggregate
amount of all such sale proceeds; provided, however, that obligations of the
type referred to in clauses (a) and (b) of the definition of "Permitted
Investments" (without regard to the maturity or the credit rating thereof) shall
not be deemed non-cash proceeds if such obligations are promptly sold for cash
and the proceeds of such sale are included in the calculation of Net Proceeds
from such sale, (iii) the aggregate Net Proceeds of such sale are applied as
required to repay the Term Loans in accordance with Section 2.12(g)(i), (iv)
each such sale shall be accretive to Holdings (i.e., after giving effect to such
sale the pro forma Leverage Ratio of Holdings, calculated in a manner, and
taking into account pro forma adjustments, satisfactory to the Administrative
Agent, decreases) and (v) no Default or Event of Default shall have occurred and
be continuing immediately prior to or after such sale;

     (l) Investments permitted by Section 6.07; and

     (m) Liens permitted by Section 6.04 and Restricted Payments permitted by
Section 6.02.

     Transactions with Affiliates and Stockholders. Sell or transfer any
property or assets to, or purchase or acquire any property or assets of, or
otherwise engage in any other transactions with, any of its Affiliates
(including Unrestricted Subsidiaries but excluding Restricted Subsidiaries) or
any known holder of 10% or more of any class of capital stock of Holdings or any
Unrestricted Subsidiary, except:

     (s) transactions in the ordinary course of business that are at prices and
on terms and conditions not less favorable to Holdings, the Borrowers or such
Restricted Subsidiary than could be obtained on an arm's-length basis from
unrelated third parties and, to the extent otherwise permitted under the Credit
Agreement, issuances by Holdings of its capital stock;

     (t) transactions between or among Holdings, the Borrowers and the
Restricted Subsidiaries not involving any other Affiliate (to the extent not
otherwise prohibited by other provisions of this Agreement);

     (u) any payment permitted by Section 6.02;

     (v) the Transactions and transactions with any of the Becker Entities, the
Joan Entities or the Textron Entities pursuant to any documents that are in
effect on the Closing Date and, for so long as the Permitted Holders are
collectively the largest shareholders of Holdings, any other transactions

<PAGE>
                                       84


involving the Becker Entities, the Joan Entities or the Textron Entities that
are otherwise permitted under the Loan Documents;

     (w) the payment, on a quarterly basis, of advisory fees to Heartland
Entities in accordance with the Heartland Management Agreement, provided that
the annual amount of such advisory fees shall not exceed $4,000,000;

     (x) the reimbursement of Heartland Entities for their reasonable
out-of-pocket expenses incurred by them in connection with the Transactions and
performing management services to Holdings, the Borrowers and the Subsidiaries,
pursuant to the Heartland Management Agreement;

     (y) the payment of one time fees to Heartland Entities in connection with
any Permitted Business Acquisition, such fees to be payable at the time of each
such acquisition and not to exceed the percentage of the aggregate consideration
paid by Holdings, the Borrowers and its Restricted Subsidiaries for any such
acquisition as specified in the Heartland Management Agreement, and the payment
of one-time fees to Heartland Entities in connection with the Transactions as
specified in the Heartland Management Agreement;

     (z) payments to Heartland Entities for any financial advisory, underwriter
or placement services or other investment banking activities rendered to
Holdings, the Borrowers or the Restricted Subsidiaries, as set forth in the
Heartland Management Agreement, or in the case of a financing transaction, if
approved by the disinterested members of the Board of Directors of Holdings, in
an amount not to exceed 1% of the subject amount of such financing transaction,
for any financing transaction as to which the Heartland Entities provide such
services; and

     (aa) transactions between or among the Italian JV and the Company and the
Restricted Subsidiaries contemplated by the documents attached to the Tac-Trim
Purchase Agreement relating to the Italian JV and any modifications or
amendments thereof that are favorable to the Company and the Restricted
Subsidiaries, taken as a whole;

provided, that Holdings and the Restricted Subsidiaries may not pay any fees
(including advisory and other fees pursuant to the Heartland Management
Agreement) to an Affiliate (including an Unrestricted Subsidiary, but excluding
Restricted Subsidiaries) if after giving effect thereto a Default or Event of
Default shall have occurred and is continuing, but such fees may be accrued as
specified in the Heartland Management Agreement until they are permitted to be
paid.

     Modification of Certain Instruments. Amend or modify any instruments,
agreements or documents evidencing or related to any Permitted Subordinated
Indebtedness, the Subordinated Notes, any Permitted Subordinated Notes
Refinancing, the Senior Unsecured Notes, any Permitted Additional Senior
Unsecured Notes, the Seller Preferred, the Textron Sale/Leaseback Financing or
any Permitted Textron Sale/Leaseback Refinancing (including, without limitation,
the Textron Sale/Leaseback Mortgages) or designate any Indebtedness (other than
Indebtedness incurred hereunder) "Designated Senior Indebtedness" under the
Subordinated Notes, any Permitted Subordinated Notes Refinancing or any
Permitted Subordinated Indebtedness, unless, in the judgment of the Required
Lenders, any such amendment or modification or designation does not
substantially affect either the rights, security interests or priorities granted
to the Credit Agreement Creditors or the Applicable Collateral Agent and is not
adverse to the interests of the Credit Agreement Creditors or the rights of
Holdings or its Subsidiaries (without limiting the generality of the foregoing,
it is understood that any increase in interest, dividends, fees or other amounts
payable in connection therewith, or any amendment that imposes additional
covenants or events of default or makes more restrictive the covenants or events
of default contained therein or makes more expansive the remedies set forth
therein, shall require the consent of the Required Lenders). The foregoing will
not restrict refinancings of the Subordinated Notes through a Permitted
Subordinated Notes Refinancing or the refinancing of the Textron Sale/Leaseback
Financing through a Permitted Sale/Leaseback Refinancing or the issuance of
Permitted Additional Senior Unsecured Notes.

     Amendment of Constitutive Documents; Change in Corporate Structure. (i)
Permit any amendment or modification to be made to the certificate of
incorporation or By-laws of Holdings or of any


<PAGE>
                                       85


Restricted Subsidiary if such amendment or modification is materially adverse to
the interests of the Lenders, (ii) permit any Restricted Subsidiary to issue any
capital stock or other equity interest to any person other than the Company or
its wholly owned subsidiaries, except to joint venture partners in connection
with the creation of a joint venture or other Investment permitted by Section
6.07, or (iii) in the case of Holdings and the Company, issue any preferred
stock of such person other than the Seller Preferred, except for (x) the
issuance for exchange of identical series of preferred stock of the Company in
accordance with the requirements of the Preferred Stock Registration Rights
Agreement annexed to the Tac-Trim Purchase Agreement, as in effect on the
Closing Date, or (y) the issuance of additional shares of preferred stock of the
Company in any other manner contemplated by the Certificate of Designation,
including, without limitation, in satisfaction of the Earn-Out Amount provided
for in the Tac-Trim Purchase Agreement.

     Business of Holdings and Restricted Subsidiaries. Engage at any time in any
business or business activity other than the business currently conducted by it
and business activities reasonably incidental or related thereto; provided,
however, that the activities of Holdings shall be limited to (i) the ownership
of the stock of the Company together with activities directly related thereto,
(ii) the ownership of the stock of Unrestricted Subsidiaries described in clause
(ii) of the definition of such term set forth in Section 1.01 together with
activities directly related thereto, (iii) performance of its obligations under
the Loan Documents, (iv) actions required by law to maintain its status as a
public company or incidental to being a public company and (v) the guaranteeing
of the GECC Phase II Lease, the Textron Sale/Leaseback Financing or any
Permitted Textron Sale/Leaseback Refinancing.

     Restrictive Agreements. Enter into any indenture, agreement, instrument or
other arrangement which, directly or indirectly, prohibits or restrains, or has
the effect of prohibiting or restraining, or imposes materially adverse
conditions upon, the granting of Liens in favor of the Secured Parties, the
provision of Guarantees or the payment of dividends or the making of loans or
advances or transfers of property or assets by Holdings or any of the Restricted
Subsidiaries other than restrictions (i) on the granting of Liens on assets that
are encumbered by Liens permitted under clause (a), (b), (h), (j), (k), (n),
(p), (r) or (u) of Section 6.04 or (ii) contained in agreements relating to
Indebtedness not in excess of $10,000,000 in the aggregate, (iii) contained in
agreements relating to Indebtedness permitted by Section 6.01 or (iv) on the
granting of pledges with respect to the Company's ownership interest in joint
ventures contained in any joint venture documentation.

     Interest Coverage Ratio. In the case of Holdings, permit the Interest
Coverage Ratio for any period of four consecutive fiscal quarters to be less
than the ratio set forth below opposite the period which includes the last day
of such period of consecutive fiscal quarters:


                     Quarter Ending:                            Ratio:

     December 31, 2001 - September 30, 2002                    2.25:1.00
     December 31, 2002                                         2.35:1.00
     March 31, 2003                                            2.45:1.00
     June 30, 2003                                             2.55:1.00
     September 30, 2003                                        2.65:1.00
     December 31, 2003 - September 30, 2004                    2.85:1.00
     December 31, 2004 - March 31, 2005                        3.00:1.00
     June 30, 2005 - December 31, 2005                         3.25:1.00


     Leverage Ratio. In the case of Holdings, permit the Leverage Ratio as of
the last day of any fiscal quarter occurring during any period set forth below
to be greater than the ratio set forth below for such period:


                     Quarter Ending:                            Ratio:

     December 31, 2001 - September 30, 2002                    4.50:1.00
     December 31, 2002                                         4.25:1.00
     March 31, 2003                                            4.00:1.00

<PAGE>
                                       86


     June 30, 2003                                             3.75:1.00
     September 30, 2003                                        3.50:1.00
     December 31, 2003 - September 30, 2004                    3.25:1.00
     December 31, 2004 - December 31, 2005                     3.00:1.00


     Tax Sharing. File or consent to the filing of any consolidated income tax
return with any person (other than Holdings, the Restricted Subsidiaries and
Unrestricted Subsidiaries that have entered into the existing Tax Sharing
Agreements).

     Inactive Subsidiaries. Permit any Inactive Subsidiary, at any time, to fail
to satisfy any of the criteria set forth in the definition of Inactive
Subsidiary in Section 1.01.

     Amendments to Transaction Documents; Certain Actions under Transaction
Documents. Amend, supplement or otherwise modify the terms and conditions of the
Transaction Documents except for any such amendment, supplement or modification
that could not reasonably be expected to have a Material Adverse Effect or is
not adverse to the Lenders or Holdings or its Subsidiaries. Without limitation
of the foregoing, (a) the Company will not exchange any Seller Preferred for
notes as contemplated by Section 8 of the Certificate of Designation or (b) make
any payment in respect of, provide any collateral for or otherwise provide any
consideration for the Earn Out Amount (as defined in the Tac-Trim Purchase
Agreement), except through the issuance of additional shares of Seller Preferred
or shares of Holdings' common stock.



                                  ARTICLE VII.
                                EVENTS OF DEFAULT

     In case of the happening of any of the following events ("Events of
Default"):

     (mmmm) any representation or warranty made or deemed made in any Loan
Document, or any representation, warranty, statement or information contained in
any report, certificate, financial statement or other instrument furnished in
connection with or pursuant to any Loan Document, shall prove to have been false
or misleading in any material respect when so made, deemed made or furnished;

     (nnnn) default shall be made in the payment of any principal of any Loan
when and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or by acceleration thereof or
otherwise;

     (oooo) default shall be made in the payment of any interest on any Loan or
reimbursement of any Letter of Credit Disbursement or any Fee or any other
amount (other than an amount referred to in (b) above) due under any Loan
Document, when and as the same shall become due and payable, and such default
shall continue unremedied for a period of five Business Days;

     (pppp) default shall be made in the due observance or performance by
Holdings or any subsidiary thereof of any covenant, condition or agreement
contained in Section 2.12(e), 5.01(a), 5.05(a), 5.08, 5.10 or 5.17 or in Article
VI;

     (qqqq) default shall be made in the due observance or performance by
Holdings or any subsidiary thereof of any covenant, condition or agreement
contained in any Loan Document (other than those specified in (b), (c) or (d)
above) and such default shall continue unremedied for a period of 30 days in the
case of Sections 5.01(b), 5.02, 5.09 and 5.13 and 15 days in the case of all
others, in each case after notice thereof from the Administrative Agent or any
Lender to the Company;


<PAGE>
                                       87


     (rrrr) Holdings, any Restricted Subsidiary or any Significant Subsidiary
shall (i) fail to pay any principal or interest, regardless of amount, due in
respect of Indebtedness having an aggregate principal or notional amount in
excess of $10,000,000, when and as the same shall become due and payable, or
(ii) fail to observe or perform any other term, covenant, condition or agreement
contained in any agreements or instruments evidencing or governing any
Indebtedness having an aggregate principal amount in excess of $10,000,000 if
the effect of any failure referred to in this clause (ii) is to cause, or to
permit the holder or holders of such Indebtedness or a trustee on its or their
behalf to cause, such Indebtedness to become due prior to its stated maturity;
or a termination event or comparable event shall occur under the documents
governing the Permitted Receivables Financing entitling the persons financing
the receivables owned by the Finance Subsidiary (or purchasing undivided
interests therein) to stop such financing or purchase of undivided interests
(regardless of whether such persons declare such cessation or termination as a
result of such event); or an Event of Default or Termination Event or comparable
event shall occur under the Textron Sale/Leaseback Financing or a Permitted
Textron Sale/Leaseback Refinancing which permits the lessor thereunder to
declare all or substantially all rents thereunder to become immediately due and
payable;

     (ssss) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction seeking (i) relief
in respect of the Company or Holdings or any Significant Subsidiary, or of a
substantial part of the property or assets of the Company or Holdings or any
Significant Subsidiary, under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other Federal or state bankruptcy,
insolvency, receivership or similar law or comparable foreign law, (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Company or Holdings or any Significant Subsidiary or
for a substantial part of the property or assets of the Company or Holdings or
any Significant Subsidiary or (iii) the winding-up or liquidation of the Company
or Holdings or any Significant Subsidiary; and such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or ordering any
of the foregoing shall be entered;

     (tttt) the Company or Holdings or any Significant Subsidiary shall (i)
voluntarily commence any proceeding or file any petition seeking relief under
Title 11 of the United States Code, as now constituted or hereafter amended, or
any other Federal or state bankruptcy, insolvency, receivership or similar law
or comparable foreign law, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or the filing of any
petition described in (g) above, (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Company or Holdings or any Significant Subsidiary or for a substantial
part of the property or assets of the Company or Holdings or any Significant
Subsidiary, (iv) file an answer admitting the material allegations of a petition
filed against it in any such proceeding, (v) make a general assignment for the
benefit of creditors, (vi) become unable, admit in writing its inability or fail
generally to pay its debts as they become due or (vii) take any action for the
purpose of effecting any of the foregoing;

     (uuuu) one or more judgments for the payment of money in an aggregate
amount in excess of $10,000,000 (to the extent not covered by insurance) shall
be rendered against Holdings, any Restricted Subsidiary or any Significant
Subsidiary or any combination thereof and the same shall remain undischarged or
stayed for a period of 30 consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment creditor
to levy upon assets or properties of Holdings or any Restricted Subsidiary to
enforce any such judgment;

     (vvvv) a Reportable Event or Reportable Events, or a failure to make a
required installment or other payment (within the meaning of Section 412(n)(1)
of the Code), shall have occurred with respect to any Plan or Plans that
reasonably could be expected to result in liability of the Company, any
Guarantor or any of their ERISA Affiliates to the PBGC or to a Plan in an
aggregate amount exceeding $5,000,000 and, within 30 days after the reporting of
any such Reportable Event to the Administrative Agent or after the receipt by
the Administrative Agent of the statement required pursuant to Section
5.06(b)(iii), the Administrative Agent shall have notified the Company in
writing that (i) the Required Lenders have made a determination that, on the
basis of such Reportable Event or Reportable Events or the failure to make a
required payment, there are reasonable grounds (A) for the termination of such
Plan or Plans by the PBGC, (B) for the appointment by the appropriate United
States District Court of a trustee to administer such Plan


<PAGE>
                                       88


or Plans or (C) for the imposition of a lien in favor of a Plan and (ii) as a
result thereof an Event of Default exists hereunder; or a trustee shall be
appointed by a United States District Court to administer any such Plan or
Plans; or the PBGC shall institute proceedings to terminate any Plan or Plans;

     (wwww) (i) the Company, any Guarantor or any of their ERISA Affiliates
shall have been notified by the sponsor of a Multiemployer Plan that it has
incurred Withdrawal Liability to such Multiemployer Plan, (ii) the Company, any
Guarantor or such ERISA Affiliate does not have reasonable grounds for
contesting such Withdrawal Liability or is not in fact contesting such
Withdrawal Liability in a timely and appropriate manner and (iii) the amount of
the Withdrawal Liability specified in such notice, when aggregated with all
other amounts required to be paid to Multiemployer Plans in connection with
Withdrawal Liabilities (determined as of the date or dates of such
notification), exceeds $10,000,000 or requires payments exceeding $10,000,000 in
any year;

     (xxxx) the Company, any Guarantor or any of their ERISA Affiliates shall
have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if solely as a result of such reorganization or
termination the aggregate annual contributions of the Company, the Guarantors
and their ERISA Affiliates to all Multiemployer Plans that are then in
reorganization or have been or are being terminated have been or will be
increased over the amounts required to be contributed to such Multiemployer
Plans for their most recently completed plan years by an amount exceeding
$10,000,000;

     (yyyy) there shall have occurred a Change in Control;

     (zzzz) (i) any Loan Document shall cease, for any reason, to be a legal,
valid and binding obligation of the respective parties thereto or Holdings or
any of its subsidiaries shall so assert, (ii) the guarantee contained in Section
2 of the Guarantee and Collateral Agreement or the Canadian Guarantee and
Collateral Agreement shall cease, for any reason, to be in full force and effect
or Holdings or any of its subsidiaries shall so assert; (iii) any security
interest or Lien purported to be created by this Agreement or any Security
Document and to extend to assets which are not immaterial to Holdings and its
subsidiaries on a consolidated basis shall cease, for any reason (except to the
extent resulting from the negligent or willful failure of the Applicable
Collateral Agent to retain possession of the applicable collateral), to be, or
any security interest or Lien purported to be created by this Agreement or any
Security Document and to extend to any assets of Holdings or its subsidiaries
shall for any reason be asserted by Holdings or any of its subsidiaries not to
be, a valid, first priority perfected security interest (subject to no Liens
other than Liens not prohibited by any applicable provision of the Loan
Documents) in such collateral (other than cash proceeds which are not
identifiable proceeds); or (iii) the Obligations and the guarantees thereof
pursuant to this Agreement or the Security Documents shall cease to constitute
senior indebtedness under the subordination provisions of any document or
instrument evidencing the Subordinated Notes, any Permitted Subordinated Notes
Refinancing or any Permitted Subordinated Indebtedness or such subordination
provisions shall be invalidated or otherwise cease to be a legal, valid and
binding obligation of the parties thereto, enforceable in accordance with its
terms; or

     (aaaaa) the Finance Subsidiary shall engage in any business or activity
other than the purchase of receivables from the Restricted Subsidiaries and the
sale of such receivables and activities incidental thereto;

then, and in every such event (other than an event with respect to any Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event, the Administrative Agents, as the case may be, may,
and at the request of the Required Lenders, shall, by notice to the Company,
take either or both of the following actions, at the same or different times:
(i) terminate forthwith the Commitments and (ii) declare the Loans then
outstanding to be forthwith due and payable in whole or in part, whereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrowers accrued hereunder and under any other Loan Document, shall become
forthwith due and payable, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived by the Borrowers,
anything contained herein or in any other Loan Document to the contrary
notwithstanding; and in any event with respect to any Borrower or described in
paragraph (g) or (h) above, the


<PAGE>
                                       89


Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and any unpaid accrued Fees
and all other liabilities of the Borrowers accrued hereunder and under any other
Loan Document, shall automatically become due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Borrowers, anything contained herein or in any other
Loan Document to the contrary notwithstanding.



                                  ARTICLE VIII.
                                     AGENTS

     In order to expedite the transactions contemplated by this Agreement,
JPMorgan Chase Bank is hereby appointed to act as Administrative Agent and
Collateral Agent on behalf of the Lenders and the Issuing Banks. Each of the
Lenders, and each subsequent holder of any Note by its acceptance thereof, and
each Issuing Bank hereby irrevocably authorizes the Administrative Agent to take
such actions on behalf of such Lender or holder or the Issuing Bank, as
applicable, and to exercise such powers as are specifically delegated to the
Administrative Agent by the terms and provisions hereof and of the other Loan
Documents, together with such actions and powers as are reasonably incidental
thereto. The Administrative Agent is hereby expressly authorized by the Lenders
and the Issuing Banks, without hereby limiting any implied authority, (a) to
receive on behalf of the Lenders all payments of principal of and interest on
the Loans and all other amounts due to the Lenders hereunder, and promptly to
distribute to each Lender its proper share of each payment so received; (b) to
give notice on behalf of each of the Lenders to the Borrowers of any Event of
Default specified in this Agreement of which the Administrative Agent has actual
knowledge acquired in connection with its agency hereunder; and (c) to
distribute to each Lender and Issuing Bank copies of all notices, financial
statements and other materials delivered by a Borrower pursuant to this
Agreement as received by the Administrative Agent. In acting as Collateral
Agent, JPMorgan Chase Bank shall be entitled to the rights and benefits, and
subject to the obligations, set forth for the Administrative Agent under this
Article VIII, mutatis mutandis, which Article is hereby incorporated by
reference, mutatis mutandis, in each of the Security Documents to which it is a
party (or with respect to J.P. Morgan Bank Canada, each of the Canadian Security
Documents to which it is a party).

     Neither the Administrative Agent nor any Issuing Bank nor any of their
respective affiliates, directors, officers, employees or agents shall be liable
as such for any action taken or omitted by any of them except for its or his own
gross negligence or willful misconduct, or be responsible for any statement,
warranty or representation herein or the contents of any document delivered in
connection herewith, or be required to ascertain or to make any inquiry
concerning the performance or observance by any Borrower or any Guarantor of any
of the terms, conditions, covenants or agreements contained in any Loan
Documents. The Administrative Agent shall not be responsible to the Lenders or
the holders of the Notes or the Issuing Bank for the due execution (other than
by the Administrative Agent), genuineness, validity, enforceability (other than
against the Administrative Agent) or effectiveness of this Agreement, the Notes
or any other Loan Documents or other instruments or agreements. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes hereof until it shall have received from the payee of
such Note notice, given as provided herein, of the transfer thereof in
compliance with Section 9.04. The Administrative Agent shall in all cases be
fully protected in acting, or refraining from acting, in accordance with written
instructions signed by the Required Lenders (and the Issuing Banks, with respect
to Letters of Credit) and, except as otherwise specifically provided herein,
such instructions and any action or inaction pursuant thereto shall be binding
on all the Lenders and each subsequent holder of any Note and the Issuing Banks.
The Administrative Agent shall, in the absence of knowledge to the contrary, be
entitled to rely on any instrument or document believed by it in good faith to
be genuine and correct and to have been signed or sent by the proper person or
persons. Neither the Administrative Agent nor the Issuing Banks nor any of their
respective directors, officers, employees or agents shall have any
responsibility to the Borrowers on account of the failure of or delay in
performance or breach by any Lender (or, in the case of the Administrative
Agent, by any Issuing Bank) of any of its obligations hereunder or to any Lender
(or, in the case of the Administrative Agent, to any Issuing Bank) on account of
the failure of or delay in performance or breach by any other Lender or any
Borrower or any Guarantor of any of their respective obligations hereunder or
under any other Loan Document or in connection herewith or therewith. Each of
the Administrative Agent and each Issuing Bank may execute any and all duties

<PAGE>
                                       90


hereunder by or through agents or affiliates and shall be entitled to rely upon
the advice of legal counsel selected by it with respect to all matters arising
hereunder and shall not be liable for any action taken or suffered in good faith
by it in accordance with the advice of such counsel.

     The Lenders hereby acknowledge that neither the Administrative Agent nor
any Issuing Bank shall be under any duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement unless
it shall be requested in writing to do so by the Required Lenders.

     Subject to the appointment and acceptance of a successor Administrative
Agent as provided below, the Administrative Agent may resign at any time by
notifying the Lenders, the Issuing Bank and the Company. Upon any such
resignation, the Required Lenders shall have the right to appoint a successor,
with the consent of the Company (not to be unreasonably withheld). If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent, with the
consent of the Company (not to be unreasonably withheld), which shall be a bank
with an office in New York, New York, having a combined capital and surplus of
at least $500,000,000 or an Affiliate of any such bank which is also a bank.
Upon the acceptance of any appointment as Administrative Agent hereunder by a
successor bank, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After the Administrative Agent's resignation hereunder,
the provisions of this Article and Section 9.05 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Administrative Agent.

     With respect to the Loans made by it hereunder and the Notes issued to it
and the Letter of Credit participations acquired by it, each of the
Administrative Agent and each Issuing Bank in its individual capacity and not as
Administrative Agent or Issuing Bank, as the case may be, shall have the same
rights and powers as any other Lender and may exercise the same as though it
were not the Administrative Agent or an Issuing Bank, as the case may be, and
the Administrative Agent and its Affiliates and each Issuing Bank and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Borrowers or any subsidiary or other Affiliate thereof
as if it were not the Administrative Agent or an Issuing Bank, as the case may
be.

     Each Lender recognizes that applicable laws, rules, regulations or
guidelines of Governmental Authorities may require the Administrative Agent to
determine whether the transactions contemplated hereby should be classified as
"highly leveraged" or assigned any similar or successor classification, and that
such determination may be binding upon the other Lenders. Each Lender
understands that any such determination shall be made solely by the
Administrative Agent based upon such factors (which may include, without
limitation, the Administrative Agent's internal policies and prevailing market
practices) as the Administrative Agent shall deem relevant and agrees that the
Administrative Agent shall have no liability for the consequences of any such
determination.

     Each Lender agrees (i) to reimburse each of the Administrative Agent and,
if such Lender is a Revolving Lender or Additional Revolving Lender, each
Issuing Bank, on demand, in the amount of its pro rata share (based on its
Commitments hereunder or its Revolving Credit Commitment or Additional Revolving
Credit Commitment, as the case may be, if any, in the case of reimbursement of
any Issuing Bank or Swingline Lender) of any reasonable expenses incurred for
the benefit of the Lenders by the Administrative Agent or, if applicable, such
Issuing Bank, including counsel fees and compensation of agents and employees
paid for services rendered on behalf of the Lenders, which shall not have been
reimbursed by the Company and (ii) to indemnify and hold harmless each of the
Administrative Agent and, if such Lender is a Revolving Lender or Additional
Revolving Lender, each Issuing Bank and the Swingline Lender and any of their
respective directors, officers, employees or agents, on demand, in the amount of
such pro rata share, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against it in its capacity as the Administrative Agent or an
Issuing Bank, as the case may be, or any of them in any way relating to or
arising out of this Agreement or any other Loan Document or any action taken or
omitted by it or any of them under this Agreement or any other Loan Document, to
the extent the same shall not have been reimbursed by the Borrowers; provided
that no Lender shall be liable to the Administrative Agent or any Issuing Bank
for any portion of such liabilities, obligations, losses,


<PAGE>
                                       91


damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the gross negligence or willful misconduct of the Administrative
Agent or such Issuing Bank, as the case may be, or any of their directors,
officers, employees or agents.

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

     Each of the Canadian Lenders hereby agrees and confirms that the provisions
of this Article VIII shall apply to J.P. Morgan Bank Canada as Canadian
Administrative Agent and as Canadian Collateral Agent upon the same terms and
subject to the same conditions as provided in this Article VIII mutatis
mutandis; provided that any successor Canadian Administrative Agent or Canadian
Collateral Agent shall be a bank with an office in Toronto, Canada or Montreal,
Canada having a combined capital and surplus of at least $500,000,000 or an
Affiliate of any such bank which is also a bank.

     For the purposes of holding any security granted by any of the Loan Parties
pursuant to the laws of the Province of Quebec, the Applicable Collateral Agent
shall be the holder of an irrevocable power of attorney for all present and
future Lenders. By executing an Assignment and Acceptance, any future Lender
shall be deemed to ratify the power of attorney granted to the Applicable
Collateral Agent hereunder. The Lenders and the Loan Parties agree that
notwithstanding Section 32 of the Act respecting the Special Powers of Legal
Persons (Quebec), the Applicable Collateral Agent may, as the person holding the
power of attorney of the Lenders, acquire any debentures or other title of
indebtedness secured by any hypothec granted by any of the Loan Parties to the
Applicable Collateral Agent pursuant to the laws of the Province of Quebec.

     Each Applicable Collateral Agent, the Administrative Agent and the Canadian
Administrative Agent is authorized by the Lenders to take any action reasonably
requested by the Borrowers to release any Lien on any item of property which is
sold or disposed of in a transaction, or subject to a Lien, permitted by this
Agreement.

     None of the Co-Documentation Agents or the Syndication Agent shall have any
rights or obligations under the Loan Documents in its capacity as such.



                                   ARTICLE IX.
                                  MISCELLANEOUS

     Notices. Notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed or
sent by telex or telecopy, as follows:

     (bb) if to Holdings or to the Company, to it at 5755 New King Court, Troy,
Michigan 48098, Attention of Chief Financial Officer (Telecopy No. 248-824-1522)
with copies to Attention of General Counsel (Telecopy No. 704-548-2085);

     (cc) if to Collins & Aikman Canada, to it at 150 Collins Street, Farnham,
Quebec, J2N 2R6, Canada, Attention Controller (Telecopy No. 514-293-6657) with
copies to the Company, Attention of Chief Financial Officer (Telecopy No.
248-824-1522) and General Counsel (Telecopy No. 704-548-2085);


<PAGE>
                                       92


     (dd) if to Collins & Aikman Plastics, to it at 5755 New King Court, Troy,
Michigan 48098, Attention Controller (Telecopy No. 248-524-4996) with copies to
the Company, Attention of Chief Financial Officer (Telecopy No. 248-824-1522)
and General Counsel (Telecopy No. 704-548-2085);

     (ee) if to the Administrative Agent, to it at One Chase Manhattan Plaza -
8th Floor, New York, New York 10081, Attention of Frank Giacalone (Telecopy No.
212-552-5650);

     (ff) if to the Canadian Administrative Agent, to it at 200 Bay Street,
Suite 1800, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J2, Attention
of Amanda Staff (Telecopy No. 416-981-9128);

     (gg) if to a Lender, to it at its address (or telecopy number) set forth on
its signature page hereto or in the Assignment and Acceptance pursuant to which
such Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telex or telecopy, or on the date five Business Days after dispatch by certified
or registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 9.01 or in accordance with
the latest unrevoked direction from such party given in accordance with this
Section 9.01.

     Survival of Agreement. All covenants, agreements, representations and
warranties made by the Borrowers and the Guarantors herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and shall survive the making by the Lenders
of the Loans, and the execution and delivery to the Lenders of the Notes
evidencing such Loans, and the issuance of the Letters of Credit, regardless of
any investigation made by the Lenders or on their behalf, and shall continue in
full force and effect as long as the principal of or any accrued interest on any
Loan or any Fee or any other amount payable under this Agreement or any other
Loan Document is outstanding and unpaid and so long as the Commitments have not
been terminated. Without prejudice to the survival of any other agreements
contained herein, indemnification and reimbursement obligations contained herein
(including pursuant to Sections 2.13, 2.15 and 9.05) shall survive the payment
in full of the principal and interest hereunder and the termination of the
Commitments or this Agreement.

     Binding Effect. This Agreement shall become effective when it shall have
been executed by the Borrowers, Holdings, the Administrative Agent and the
Canadian Administrative Agent and when the Administrative Agent shall have
received copies hereof which, when taken together, bear the signatures of each
Lender, and thereafter shall be binding upon and inure to the benefit of each
Borrower, Holdings, each Issuing Bank, the Administrative Agent, the Canadian
Administrative Agent and each Lender and their respective successors and
assigns, except that none of the Borrowers or Holdings shall have the right to
assign its rights hereunder or any interest herein without the prior consent of
all the Lenders.

     Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the successors
and assigns of such party; and all covenants, promises and agreements by or on
behalf of the Company, the Canadian Borrowers, Holdings, the Administrative
Agent, the Canadian Administrative Agent, the Issuing Banks or the Lenders that
are contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns.

     (a) Each Lender other than any Conduit Lender may assign to one or more
assignees all or a portion of its interests, rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it and the Notes and participations in Letters of Credit held by
it, it being understood that Lenders shall not be required to assign pro rata
amounts of their Revolving Credit Commitments, Additional Revolving Credit
Commitments, Canadian Revolving Credit Commitments, Tranche A Term Loans and
Tranche B Term Loans; provided, however, that (i) except in the case of an
assignment to a Lender or a Lender Affiliate, (v) the Company and the
Administrative Agent must give their prior written consent to such assignment
(which consents shall not be unreasonably withheld or delayed), (w) such
assignment (unless such assignment is of all of a Lender's Loans, Letter of
Credit Exposure and unused Commitments) shall be in an amount of at least

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                                       93


$1,000,000, with respect to any assignment of Tranche B Term Loans and at least
$5,000,000, with respect to any assignment of Tranche A Term Loans or Revolving
Credit Commitments, Additional Revolving Credit Commitments or Canadian
Revolving Credit Commitments, unless in each case otherwise agreed to by the
Company and the Administrative Agent, each in their sole discretion, (x) a
Canadian Lender (or, in the case of a Canadian Schedule II chartered bank, its
affiliate which is a Revolving Lender) (A) may not assign a portion of its
interests under this Agreement unless, after giving effect thereto, it shall be
able to comply with the reallocation described in Section 2.27 and (B) shall
assign ratable portions of its Canadian Revolving Credit Commitment and
Additional Revolving Credit Commitment, (y) interests under the Canadian
Revolving Credit Commitments may only be assigned to Canadian Scheduled Lenders,
and (z) no Lender may assign any portion of its Revolving Credit Commitment,
Additional Revolving Credit, Commitment or Canadian Revolving Credit Commitment
to a Lender which does not have a Revolving Credit Commitment, Additional
Revolving Credit Commitment or Canadian Revolving Credit Commitment without the
consent of the Administrative Agent, (ii) the parties to each such assignment
shall execute and deliver to the Administrative Agent (which shall deliver a
copy to the Canadian Administrative Agent) an Assignment and Acceptance,
together with the Note or Notes subject to such assignment and, except in the
case of an assignment to a Lender or a Lender Affiliate, a processing and
recordation fee of $3,500 and (iii) the assignee, if it shall not be a Lender,
shall deliver to the Administrative Agent an Administrative Questionnaire. Upon
acceptance and recording pursuant to paragraph (e) of this Section 9.04, from
and after the effective date specified in each Assignment and Acceptance, which
effective date shall be at least five Business Days after the execution thereof
unless agreed otherwise by the Administrative Agent (i) the assignee thereunder
shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Acceptance, have the rights and obligations of a Lender under
this Agreement and (ii) the assigning Lender thereunder shall, to the extent of
the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.15,
2.18 and 9.05, as well as to any Fees accrued for its account and not yet paid).
Notwithstanding the foregoing, any Conduit Lender may assign at any time to its
designating Lender hereunder without the consent of the Company or the
Administrative Agent any or all of the Loans it may have funded hereunder and
pursuant to its designation agreement and without regard to the limitations set
forth in the first sentence of this Section 9.04(b).

     (b) By executing and delivering an Assignment and Acceptance, the assigning
Lender thereunder and the assignee thereunder shall be deemed to confirm to and
agree with each other and the other parties hereto as follows: (i) such
assigning Lender warrants that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim and that its
Commitments, and the outstanding balances of its Tranche A Term Loans, Tranche B
Term Loans and Revolving Loans, in each case without giving effect to
assignments thereof which have not become effective, are as set forth in such
Assignment and Acceptance, (ii) except as set forth in (i) above, such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with this Agreement, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement, any other
Loan Document or any other instrument or document furnished pursuant hereto, or
the financial condition of any Borrower or any Guarantor or the performance or
observance by any Borrower or any Guarantor of any of its obligations under this
Agreement, any other Loan Document or any other instrument or document furnished
pursuant hereto; (iii) such assignee represents and warrants that it is legally
authorized to enter into such Assignment and Acceptance; (iv) such assignee
confirms that it has received copies of this Agreement, together with copies of
the most recent financial statements delivered pursuant to this Agreement and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Acceptance;
(v) such assignee will independently and without reliance upon the
Administrative Agent, any Issuing Bank, such assigning Lender or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement; (vi) such assignee appoints and authorizes the
Administrative Agent and the Canadian Administrative Agent to take such action
as agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent or the Canadian Administrative Agent, as
the case may be, by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all the obligations which by the terms of
this Agreement are required to be performed by it as a Lender.


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                                       94


     (c) Each of the Administrative Agent and the Canadian Administrative Agent
shall maintain at its address referred to in Section 9.01 a copy of each
Assignment and Acceptance delivered to it and a register (the "Register") for
the recordation of the names and addresses of the Lenders and the Commitments
of, and principal amount of the Loans owing to, each Lender from time to time.
Each of the Administrative Agent and the Canadian Administrative Agent shall
separately record the names and addresses of each Lender that holds Notes in the
Register. Each of the Administrative Agent and the Canadian Administrative Agent
shall also record the amount of the Commitments of, and the aggregate principal
amount of Loans owing to, B/As accepted and held by and the Letter of Credit
Exposure of, such Lender in the Register. The entries in the Register shall be
conclusive, in the absence of manifest error, and the Borrowers, the
Administrative Agent, the Canadian Administrative Agent and the Lenders shall
treat each person whose name is recorded in the Register as the owner of the
Notes, the Commitments and the Loans and Letter of Credit Exposures recorded
therein for all purposes of this Agreement. The Register shall be available for
inspection by the Borrowers, the Issuing Banks and any Lender, at any reasonable
time and from time to time upon reasonable prior notice. It is understood that
the Canadian Administrative Agent shall be required to maintain the Register
only with respect to the Canadian Revolving Credit Commitments and the
Administrative Agent may, but shall not be required to, maintain the Register
with respect to Canadian Revolving Credit Commitments and extensions of credit
thereunder.

     (d) Upon its receipt of a duly completed Assignment and Acceptance executed
by an assigning Lender and an assignee together with the Note or Notes subject
to such assignment, an Administrative Questionnaire completed in respect of the
assignee (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) above and, if
required, the written consent of the Company and the Administrative Agent to
such assignment, the Administrative Agent or the Canadian Administrative Agent,
as the case may be, shall (i) accept such Assignment and Acceptance and (ii)
record the information contained therein in the Register. Within five Business
Days after receipt of notice, the applicable Borrower, at its own expense, shall
execute and deliver to the Administrative Agent or the Canadian Administrative
Agent, as the case may be, in exchange for the surrendered Note or Notes, a new
Note or Notes to the order of such assignee in a principal amount equal to the
applicable Commitment assumed by it pursuant to such Assignment and Acceptance
and, if the assigning Lender has retained a Commitment, a new Note to the order
of such assigning Lender in a principal amount equal to the applicable
Commitment retained by it. Such new Note or Notes shall be in an aggregate
principal amount equal to the aggregate principal amount of such surrendered
Note; such new Notes shall be dated the date of the surrendered Notes which they
replace and shall otherwise be in substantially the form of Exhibit A-1, A-2,
A-3, A-4, A-5, A-6 or A-7 hereto, as appropriate. Cancelled Notes shall be
returned to the appropriate Borrower. Notwithstanding anything to the contrary
contained herein, no assignment under Section 9.04(b) of any rights or
obligations under or in respect of the Notes or Loans evidenced by the Notes
shall be effective unless and until the Administrative Agent or the Canadian
Administrative Agent, as the case may be, shall have recorded such assignment in
the Register. The Applicable Agent, shall record the name of the transferor, the
name of the transferee, and the amount of the transfer in the Register after
receipt of all documents required pursuant to this Section 9.04, including,
without limitation, the Notes being assigned in connection with such transfer,
and such other documents as the Applicable Agent may reasonably request.

     (e) Each Lender other than any Conduit Lender may without the consent of
the Borrowers, any Issuing Bank, the Canadian Administrative Agent or the
Administrative Agent sell participations to one or more banks or other entities
in all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it and the
Notes and participations in Letters of Credit held by it); provided, however,
that (i) such Lender's obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations, (iii) the participating banks or other
entities shall be entitled to the benefit of (i) the cost protection provisions
contained in Sections 2.13, 2.15, 2.18 and (ii) Section 9.06(a) to the same
extent as if they were Lenders, provided, that no such participating bank or
entity shall be entitled to receive any greater amount pursuant to such Sections
than a Lender would have been entitled to receive in respect of the amount of
the participation sold by such Lender to such participating bank or entity had
no sale occurred provided, further, that the participating banks or other
entities shall not be entitled to the benefits of Section 2.18 unless the
applicable Borrower is notified of the participation sold to such participant
and such participant agrees, for the benefit of such Borrower, to comply with
Sections 2.18(f) or 2.17(g), as applicable, and Section 2.18(h) as though it
were a Lender, and (iv) the Borrowers, the Administrative Agent, the Canadian
Administrative Agent the Issuing Banks and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement, and such


<PAGE>
                                       95


Lender shall retain the sole right to enforce the obligations of the Borrowers
relating to the Loans and participations in Letters of Credit and to approve any
amendment, modification or waiver of any provision of this Agreement or any
other Loan Document (other than amendments, modifications or waivers decreasing
any fees payable hereunder or the amount of principal of or the rate at which
interest is payable on the Loans, extending any final maturity date, in each
case in respect of an Obligation in which the relevant participating bank or
entity is participating, releasing any Collateral unless such Collateral is sold
in a transaction, or subject to a Lien, permitted by this Agreement, or
releasing any Guarantor from its Obligations under this Agreement or any
Security Document unless all of the capital stock of such Guarantor is sold in a
transaction permitted by this Agreement). Each Lender will disclose the identity
of its participants to the Company and Administrative Agent or the Canadian
Administrative Agent, as the case may be, if requested by the Company or the
Administrative Agent.

     (f) Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.04, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrowers furnished to such Lender
by or on behalf of the Borrowers; provided that, prior to any such disclosure,
each such assignee or participant or proposed assignee or participant shall
execute an agreement whereby such assignee or participant shall agree to be
bound by Section 9.17.

     (g) Any Lender may at any time assign and pledge all or any portion of its
Loans or rights under this Agreement and the Notes issued to it to (i) a Federal
Reserve Bank, and (ii) in the case of a Lender which is an investment fund, to
such fund's trustee in support of its obligation to its trustee; provided that
no such assignment shall release a Lender from any of its obligations hereunder.

     (h) None of Holdings or the Borrowers shall assign or delegate any of its
rights or duties hereunder.

     (i) Each of Holdings, each Borrower, each Lender, the Canadian
Administrative Agent and the Administrative Agent hereby confirms that it will
not institute against a Conduit Lender or join any other person in instituting
against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding under any state bankruptcy or similar law, for one
year and one day after the payment in full of the latest maturing commercial
paper note issued by such Conduit Lender; provided, however, that each Lender
designating any Conduit Lender hereby agrees to indemnify, save and hold
harmless each other party hereto for any loss, cost, damage or expense arising
out of its inability to institute such a proceeding against such Conduit Lender
during such period of forbearance.

     Expenses; Indemnity. The Company agrees to pay all reasonable out-of-pocket
expenses incurred by the Administrative Agent and the Canadian Administrative
Agent in connection with the preparation of this Agreement and the other Loan
Documents, or by the Administrative Agent or the Canadian Administrative Agent
in connection with the syndication of the Commitments or the administration of
this Agreement, or in connection with any amendments, modifications or waivers
of the provisions hereof or thereof (whether or not the transactions hereby
contemplated shall be consummated) or incurred by the Administrative Agent, the
Canadian Administrative Agent or any Lender in connection with the enforcement
or protection of their rights in connection with this Agreement and the other
Loan Documents or in connection with the Loans made or the Notes issued
hereunder, including the reasonable fees, charges and disbursements of Simpson
Thacher & Bartlett, counsel for the Administrative Agent, and McMillan Binch,
counsel to the Canadian Administrative Agent and, in connection with any such
enforcement or protection, the reasonable fees, charges and disbursements of any
other counsel (including the reasonable allocated costs of internal counsel if a
Lender elects to use internal counsel in lieu of outside counsel) for the
Administrative Agent and the Canadian Administrative Agent any Issuing Bank or
any Lender (but no more than one such counsel for any Lender).

     (a) The Company agrees to indemnify the Administrative Agent, the Canadian
Administrative Agent, each Issuing Bank, each Lender and each of their
respective directors, officers, employees, agents, trustees and advisors (each
such person being called an "Indemnitee") against, and to hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable counsel fees, charges and disbursements, incurred
by or asserted against any Indemnitee arising out of, in any way connected with,
or as a result of (i) the execution or delivery of this Agreement or any other
Loan Document or any agreement or


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                                       96


instrument contemplated thereby, the performance by the parties thereto of their
respective obligations thereunder or the consummation of the Transactions, (ii)
the use of the proceeds of the Loans or the use of any Letter of Credit or (iii)
any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee
(treating, for this purpose only, any Lender and its directors, officers,
employees and agents as a single Indemnitee). Subject to and without limiting
the generality of the foregoing sentence, the Company agrees to indemnify each
Indemnitee against, and hold each Indemnitee harmless from, any Environmental
Claim, and any and all losses, claims, damages, liabilities and related
expenses, including reasonable counsel or consultant fees, charges and
disbursements, incurred by or asserted against any Indemnitee (and arising out
of, or in any way connected with or as a result of, any of the events described
in clause (i), (ii) or (iii) of the preceding sentence) arising out of, in any
way connected with, or as a result of (i) any Environmental Claim, (ii) any
violation of any Environmental Law, or (iii) any act, omission, event or
circumstance (including the actual, proposed or threatened, release, removal,
disposition, discharge or transportation, storage, holding, existence,
generation, processing, abatement, handling or presence on, into, from or under
any present, past or future property of Holdings or any of its subsidiaries of
any Contaminant), regardless of whether the act, omission, event or circumstance
constituted a violation of Environmental Law at the time of its existence or
occurrence; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such Environmental Claim is, or such, losses,
claims, damages, liabilities or related expenses are, determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee or any of its
employers, officers, directors, employees or agents.

     (b) The Company shall be entitled to assume the defense of any action for
which indemnification is sought hereunder with counsel of its choice at its
expense (in which case the Company shall not thereafter be responsible for the
fees and expenses of any separate counsel retained by an Indemnitee except as
set forth below); provided, however, that such counsel shall be reasonably
satisfactory to each such Indemnitee. Notwithstanding the Company's election to
assume the defense of such action, each Indemnitee shall have the right to
employ separate counsel and to participate in the defense of such action, and
the Company shall bear the reasonable fees, costs, and expenses of such separate
counsel, if (i) the use of counsel chosen by the Company to represent such
Indemnitee would present such counsel with a conflict of interest; (ii) the
actual or potential defendants in, or targets of, any such action include both
the Company and such Indemnitee and such Indemnitee shall have reasonably
concluded that there may be legal defenses available to it that are different
from or additional to those available to the Company (in which case the Company
shall not have the right to assume the defense or such action on behalf of such
Indemnitee); (iii) the Company shall not have employed counsel reasonably
satisfactory to such Indemnitee to represent it within a reasonable time after
notice of the institution of such action; or (iv) the Company shall authorize
such Indemnitee to employ separate counsel at the Company's expense. The Company
will not be liable under this Agreement for any amount paid by an Indemnitee to
settle any claims or actions if the settlement is entered into without the
Company's consent, which consent may not be withheld unless such settlement is
unreasonable in light of such claims or actions against, and defenses available
to, such Indemnitee.

     (c) Holdings and the Borrowers shall not, and shall not permit any of their
subsidiaries to, bring any demand, claim, cost recovery or other action they may
now or hereafter have against any Indemnitee resulting from any Environmental
Claim; provided that this paragraph (d) shall not, as to any Indemnitee, apply
to the extent that such Environmental Claim has been determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee or any of its
employers, directors, officers, employees or agents.

     (d) Notwithstanding anything to the contrary in this Section 9.05, this
Section 9.05 shall not apply to taxes, it being understood that the Company's
only obligations with respect to taxes shall arise under Sections 2.13 and 2.18
and Section 8.4 of the Guarantee and Collateral Agreement and Section 9.4 of the
Canadian Guarantee and Collateral Agreement and the comparable provisions of the
other Security Documents.

     (e) The provisions of this Section 9.05 shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Obligations, the invalidity or unenforceability of any term or provision of
this


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                                       97


Agreement or any other Loan Document, or any investigation made by or on behalf
of the Administrative Agent, any Issuing Bank or any Lender. All amounts due
under this Section 9.05 shall be payable on written demand therefor.

     Right of Set-off; Sharing. If an Event of Default shall have occurred and
be continuing, each Lender (including each Issuing Bank) is hereby authorized at
any time and from time to time, to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by such Lender to or for the credit or the account of the Company or the
Canadian Borrowers against any of and all the obligations of the Company or the
Canadian Borrowers now or hereafter existing under this Agreement and other Loan
Documents held by such Lender, irrespective of whether or not such Lender shall
have made any demand under this Agreement or such other Loan Document and
although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
set-off) which such Lender may have.

     (a) If any Lender (a "benefitted Lender") shall at any time receive any
payment of all or part of its Loans or interest in Letters of Credit, or
interest thereon, then due from a Borrower, 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 paragraph (g) or (h) of Article VII, 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 Loans
and interests in Letters of Credit, or interest thereon, then due from such
Borrower (other than as specifically contemplated by this Agreement, including,
without limitation, Section 2.12), such benefitted Lender shall purchase for
cash from such other Lenders a participating interest in such portion of each
such other Lender's Loans and interests in Letters of Credit made to or issued
for the account of 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 such other 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.

     Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     Waivers; Amendment. No failure or delay of the Administrative Agent, the
Canadian Administrative Agent, the Issuing Bank or any Lender in exercising any
power or right hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent, the Canadian Administrative Agent, the
Issuing Banks and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies which they would
otherwise have. No waiver of any provision of this Agreement or any other Loan
Document or consent to any departure by the Borrowers or any Guarantors
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. No notice or demand
on the Borrowers or any Guarantors in any case shall entitle any Borrower or
Guarantor to any other or further notice or demand in similar or other
circumstances.

     (a) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered
into by the Borrowers and the Required Lenders; provided, however, that no such
agreement shall (i) decrease the principal amount of, or extend the final
maturity of, or decrease the rate of interest on any Loan or any Letter of
Credit Disbursement or amend or modify the provisions of Section 2.09(d) or 2.16
without the prior written consent of each Lender directly affected thereby; (ii)
extend any Tranche A Term Loan Repayment Date or Tranche B Term Loan Repayment
Date or any other date on which principal of the Loans is due, or extend any
date on which payment of interest on, or fees in respect of, any Loan or
reimbursement of any Letter of Credit Disbursement is due, without the prior
written consent of each Lender directly affected thereby; (iii) increase or
extend any Commitment or decrease the Commitment Fees or Letter of Credit Fees
or other fees of any Lender without the prior written consent of such Lender;
(iv) amend or modify the provisions of this Section or the definition of
"Required Lenders", or release substantially all the Collateral from the Lien of
the Security Documents or release any Guarantor from the Guarantee and
Collateral Agreement unless all or


<PAGE>
                                       98


substantially all of such Collateral or the capital stock of such Guarantor is
sold or otherwise disposed of in a transaction permitted by this Agreement,
without the prior written consent of each Lender; or (v) amend or modify the
provisions of Section 2.12 to change the allocation of prepayments between the
Tranche A Term Loans and the Tranche B Term Loans or the manner in which
prepayments of Term Loans are to be applied to remaining scheduled payments,
without the prior written consent of Lenders representing at least 50% of the
aggregate principal amount of (x) the Tranche A Term Loans then outstanding, if
Lenders with Tranche A Term Loans are adversely affected thereby, or (y) the
Tranche B Term Loans then outstanding if Lenders with Tranche B Term Loans are
adversely affected thereby; provided further that (a) no such agreement shall
amend, modify or otherwise affect the rights or duties of the Administrative
Agent, the Canadian Administrative Agent or the Issuing Banks hereunder without
the prior written consent of the Administrative Agent, the Canadian
Administrative Agent or the Issuing Banks acting as such at the effective date
of such agreement, as the case may be, and (b) the consent of the Lenders shall
not be required under this Section 9.08 with respect to the reallocations
described in Section 2.27. Each Lender and each holder of a Note shall be bound
by any waiver, amendment or modification authorized by this Section regardless
of whether its Note shall have been marked to make reference thereto, and any
consent by any Lender or holder of a Note pursuant to this Section shall bind
any person subsequently acquiring a Note from it, whether or not such Note shall
have been so marked.

     For the avoidance of doubt and notwithstanding the foregoing, this
Agreement may be amended (or amended and restated) with the written consent of
the Required Lenders, the Administrative Agent, Holdings and the Borrower (a) to
add one or more additional credit facilities to this Agreement (including by
increasing the amount of the Facilities) and to permit the extensions of credit
from time to time outstanding thereunder and the accrued interest and fees in
respect thereof (collectively, the "Additional Extensions of Credit") to share
ratably in the benefits of this Agreement and the other Loan Documents with the
Term Loans, the Revolving Loans and the Letters of Credit and the accrued
interest and fees in respect thereof (including prepayments and commitment
reductions) and (b) to include appropriately the Lenders holding such credit
facilities in any determination of the Required Lenders.

     Interest Rate Limitation. Notwithstanding anything herein or in the Notes
to the contrary, if at any time the applicable interest rate, together with all
fees and charges which are treated as interest under applicable law
(collectively the "Charges"), as provided for herein or in any other document
executed in connection herewith, or otherwise contracted for, charged, received,
taken or reserved by any Lender, shall exceed the maximum lawful rate (the
"Maximum Rate") which may be contracted for, charged, taken, received or
reserved by such Lender in accordance with applicable law, the rate of interest
payable under the Note held by such Lender, together with all Charges payable to
such Lender, shall be limited to the Maximum Rate, provided that such excess
amount shall be paid to such Lender on the subsequent payment dates to the
extent not exceeding the legal limitation.

     Entire Agreement. This Agreement, the other Loan Documents and the
agreements regarding certain Fees referred to herein constitute the entire
contract between the parties relative to the subject matter hereof. Any previous
agreement among or representations from the parties with respect to the subject
matter hereof is superseded by this Agreement and the other Loan Documents.
Nothing in this Agreement or in the other Loan Documents, expressed or implied,
is intended to confer upon any party other than the parties hereto and thereto
any rights, remedies, obligations or liabilities under or by reason of this
Agreement or the other Loan Documents.

     Waiver of Jury Trial. Each party hereto hereby waives, to the fullest
extent permitted by applicable law, any right it may have to a trial by jury in
respect of any litigation directly or indirectly arising out of, under or in
connection with this Agreement or any of the other Loan Documents. Each party
hereto (a) certifies that no representative, agent or attorney of any other
party has represented, expressly or otherwise, that such other party would not,
in the event of litigation, seek to enforce the foregoing waiver and (b)
acknowledges that it and the other parties hereto have been induced to enter
into this Agreement and the other Loan Documents, as applicable, by, among other
things, the mutual waivers and certifications in this Section 9.11.

     Severability. In the event any one or more of the provisions contained in
this Agreement or in any other Loan Document should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable


<PAGE>
                                       99


provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

     Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall constitute an original but all of which when taken together
shall constitute but one contract, and shall become effective as provided in
Section 9.03.

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

     Jurisdiction; Consent to Service of Process. Each of the Borrowers and
Holdings hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against any Borrower or Holdings or their
properties in the courts of any jurisdiction.

     (a) Each of the Borrowers and Holdings hereby irrevocably and
unconditionally waives, to the fullest extent they may legally and effectively
do so, any objection which it may now or hereafter have to the laying of venue
of any suit, action or proceeding arising out of or relating to this Agreement
or the other Loan Documents in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

     (b) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 9.01. Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.

     (c) Waives, to the maximum extent permitted by law, any right it may have
to claim or recover in any legal action or proceeding referred to in this
Section any special, exemplary, punitive or consequential damages.

     Conversion of Currencies. If, for the purpose of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or under any other Loan
Document in dollars into another currency, the parties hereto agree, to the
fullest extent that they may legally and effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent or the Canadian Administrative Agent, as the
case may be, could purchase dollars or Canadian dollars, as the case may be,
with such other currency in New York, New York or Toronto, Canada, as the case
may be, on the Business Day immediately preceding the day on which final
judgment is given.

     (a) The obligation of each Borrower in respect of any sum due to the
Administrative Agent, the Canadian Administrative Agent, any Lender or any
Issuing Bank hereunder or under any other Loan Document in dollars shall, to the
extent permitted by applicable law, notwithstanding any judgment in a currency
other than dollars, be discharged only to the extent that on the Business Day
following receipt of any sum adjudged to be so due in the judgment currency the
Administrative Agent, the Canadian Administrative Agent, such Lender or such
Issuing Bank may in accordance with normal banking procedures purchase dollars
in the amount originally due to the Administrative Agent, the Canadian
Administrative Agent, such Lender or such Issuing Bank with the judgment
currency. If the amount of dollars so purchased is less than the sum originally
due to the Administrative Agent, the Canadian Administrative Agent, such Lender
or such Issuing Bank, the applicable Borrower agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify the Administrative Agent,
the Canadian Administrative Agent, such Lender or such Issuing Bank against the
resulting loss.


<PAGE>
                                      100


     (b) The obligation of each Canadian Borrower in respect of any sum due to
the Canadian Administrative Agent, the Administrative Agent, any Canadian Lender
or any Issuing Bank hereunder or under any other Loan Document in Canadian
dollars shall, to the extent permitted by applicable law, notwithstanding any
judgment in a currency other than Canadian dollars, be discharged only to the
extent that on the Business Day following receipt of any sum adjudged to be so
due in the judgment currency the Canadian Administrative Agent, the
Administrative Agent, such Canadian Lender or such Issuing Bank may in
accordance with normal banking procedures purchase Canadian dollars in the
amount originally due to the Canadian Administrative Agent, the Administrative
Agent, such Canadian Lender or such Issuing Bank with the judgment currency. If
the amount of Canadian dollars so purchased is less than the sum originally due
to the Canadian Administrative Agent, the Administrative Agent, such Canadian
Lender or such Issuing Bank, the Canadian Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Canadian
Administrative Agent, the Administrative Agent, such Canadian Lender or such
Issuing Bank against the resulting loss.

     Releases of Guarantees and Liens. Notwithstanding anything to the contrary
contained herein or in any other Loan Document, the Administrative Agent is
hereby irrevocably authorized by each Lender (without requirement of notice to
or consent of any Lender except as expressly required by Section 9.08) to take
any action requested by the Company having the effect of releasing any
Collateral or guarantee obligations (i) to the extent necessary to permit
consummation of any transaction not prohibited by any Loan Document or that has
been consented to in accordance with Section 9.08 or (ii) under the
circumstances described in paragraph (b) below.

     (a) At such time as the Loans, the Letter of Credit Disbursements and the
other obligations under the Loan Documents (other than obligations under or in
respect of Interest Rate Agreements) shall have been paid in full, the
Commitments have been terminated and no Letters of Credit shall be outstanding,
the Collateral shall be released from the Liens created by the Security
Documents, and the Security Documents and all obligations (other than those
expressly stated to survive such termination) of the Administrative Agent and
each Loan Party under the Security Documents shall terminate, all without
delivery of any instrument or performance of any act by any person.

     Confidentiality. Each of the Lenders, the Issuing Banks, the Administrative
Agent and the Canadian Administrative Agent agrees that it shall maintain in
confidence any information relating to the Borrowers furnished to it by or on
behalf of any Borrower (other than information that (x) has become generally
available to the public other than as a result of a disclosure by such party,
(y) has been independently developed by such party without violating this
Section or (z) was available to such party from a third party having, to such
party's knowledge, no obligation of confidentiality to any Borrower) and shall
not reveal the same other than (i) to its directors, officers, employees and, on
a need to know basis, advisors and (ii) as contemplated by Section 9.04(g),
except: (a) to the extent necessary to comply with law or any legal process or
the requirements of any Governmental Authority, of the National Association of
Insurance Commissioners (the "NAIC") or of any securities exchange on which
securities of the disclosing party or any Affiliate of the disclosing party are
listed or traded, (b) as part of normal reporting or review procedures to
Governmental Authorities, to the NAIC or to its parent companies or Affiliates
(other than such parent companies or Affiliates that are customers, suppliers or
have other material business relationships with the Company), auditors or
regulators and (c) in order to enforce its rights under any Loan Document in a
legal proceeding.








<PAGE>



     IN WITNESS WHEREOF, the Company, the Canadian Borrowers, Holdings, the
Agents, and the Lenders have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.




                             COLLINS & AIKMAN PRODUCTS CO.


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

                             COLLINS & AIKMAN CORPORATION


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


                             COLLINS & AIKMAN CANADA INC.


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


                             COLLINS & AIKMAN PLASTICS, LTD.


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




<PAGE>


                             JPMORGAN CHASE BANK, as Administrative Agent,
                             Collateral Agent and as a Lender


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


                             Address for Notices:
                             270 Park Avenue
                             New York, NY  10017
                             Attention:
                             Telecopy:  (212) 270-


<PAGE>


                             J.P. MORGAN BANK CANADA, as Canadian Administrative
                             Agent and Canadian Collateral Agent


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


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


                             Address for Notices:
                             1 First Canadian Place
                             100 King Street West
                             Toronto, Ontario  M5X1A4
                             Attention:  Funding Officer
                             Telecopy:  (416) 216-4162


                             JPMORGAN CHASE BANK, TORONTO BRANCH, as a Lender


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


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


                             Address for Notices:
                             1 First Canadian Place
                             100 King Street West
                             Toronto, Ontario  M5X1A4
                             Attention:  Funding Officer
                             Telecopy:  (416) 216-4162



<PAGE>


                              CREDIT SUISSE FIRST BOSTON, as
                                Syndication Agent


                              by    __________________________________
                                    Title:


                              Address for Notices:



                              CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH,
                              as a Lender


                              by    __________________________________
                                    Title:


                              Address for Notices:





<PAGE>


                              DEUTSCHE BANC ALEX. BROWN INC., as
                                Co-Documentation Agent


                              by    ____________________________________
                                    Title:


                              Address for Notices:



                              BANKERS TRUST COMPANY, as
                                a Lender


                              by    ____________________________________
                                    Title:


                              Address for Notices:


<PAGE>



                              MERRILL LYNCH CAPITAL
                                CORPORATION, as Co-Documentation
                                Agent and as a Lender


                              by    __________________________________
                                    Title:


                              Address for Notices:
                              Carol Feeley
                              World Financial Center, North Tower- 27th Floor
                              250 Vesey Street
                              New York, NY 10080
                              Phone: (212) 449-8414
                              Fax: (212) 738-1649

<PAGE>



                         Signature page to the Credit Agreement, dated as of
                         December 20, 2001, among Collins & Aikman Products
                         Co., Collins & Aikman Canada Inc., Collins & Aikman
                         Plastics, Ltd., Collins & Aikman Corporation, the
                         financial institutions parties thereto, the
                         syndication agent and co-documentation agents named
                         therein, JPMorgan Chase Bank, as administrative
                         agent, and J.P. Morgan Bank Canada, as Canadian
                         administrative agent




                         -----------------------------------------
                         [Name of Lender]


                         by    __________________________________
                               Title:


                         Address for Notices:



<PAGE>


                                                                Schedule 1.01(A)
                                                             to Credit Agreement




                                APPLICABLE MARGIN


                                  Revolving Loans, Swingline Loans and Tranche
                                                     A Term Loans
                 Ratios           Eurodollar and Bankers      ABR and Canadian
                                   Acceptances Rate Loan      Prime Rate Loan
                                          Margin                  Margin

  Leverage Ratio greater than               3.75%                   2.75%
  3.50:1.00 ("Level I")

  Leverage Ratio less than or equal to      3.50%                   2.50%
  3.50:1.00 and greater than 3.00:1.00
  ("Level II")

  Leverage Ratio less than or equal to      3.00%                   2.00%
  3.00:1.00 and greater than 2.25:1.00
  ("Level III")

  Leverage Ratio less than or equal to      2.50%                   1.50%
  2.25:1.00 and greater than 2.00:1.00
  ("Level IV")

  Leverage Ratio less than or equal to      2.50%                   1.50%
  2.00:1.00 ("Level V")





<PAGE>



                                                                Schedule 1.01(B)
                                                             to Credit Agreement




                  APPLICABLE EXCESS CASH FLOW PREPAYMENT PERCENTAGE


Applicable Level determined in                Excess Cash Flow
accordance with Schedule 1.01(A)            Prepayment Percentage
--------------------------------            ---------------------

Level IV                                             50%

Level V                                              0%