<PAGE>


                                                                  EXECUTION COPY

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

                                CREDIT AGREEMENT

                                      among

                                  GENTEK INC.,

                                  NOMA COMPANY,

                               The Several Lenders
                        from Time to Time Parties Hereto,

                            THE CHASE MANHATTAN BANK,
                            as Administrative Agent,

                            THE BANK OF NOVA SCOTIA,
                              as Syndication Agent,

                                       and

                             BANKERS TRUST COMPANY,
                             as Documentation Agent

    Dated as of April 30, 1999, as amended and restated as of August 9, 2000

                             CHASE SECURITIES INC.,
                          as Arranger and Book Manager

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





<PAGE>



                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                    Page
                                                                                                    ----
<S>        <C>                                                                                       <C>
Section 1. DEFINITIONS AND INTERPRETATION .............................................................1

      1.1. Defined Terms ..............................................................................1
      1.2. Other Definitional Provisions .............................................................26
      1.3. Conflict Between Credit Agreement and other Loan Documents ................................26

Section 2. AMOUNT AND TERMS OF COMMITMENTS ...........................................................27

      2.1.  Revolving Credit Commitments .............................................................27
      2.2.  Procedure for Revolving Credit Borrowing .................................................27
      2.3.  Term Loan Commitments ....................................................................27
      2.4.  Procedure for Term Loan Borrowings .......................................................28
      2.5.  Repayment of Term Loans ..................................................................28
      2.6.  Repayment of Loans; Evidence of Debt .....................................................31
      2.7.  Commitment Fee ...........................................................................32
      2.8.  Optional Termination or Reduction of Revolving Credit
            Commitments ..............................................................................32
      2.9.  Optional Prepayments; Mandatory Prepayments and Commitment
            Reductions ...............................................................................33
      2.10. Conversion and Continuation Options ............................,.........................37
      2.11. Minimum Amounts of Tranches ..............................................................37
      2.12. Interest Rates and Payment Dates .........................................................38
      2.13. Computation of Interest and Fees .........................................................38
      2.14. Inability to Determine Interest Rate .....................................................38
      2.15. Pro Rata Treatment and Payments ..........................................................39
      2.16. Illegality ...............................................................................40
      2.17. Requirements of Law ......................................................................40
      2.18. Taxes ....................................................................................42
      2.19. Indemnity ................................................................................44
      2.20. Change of Lending Office .................................................................45
      2.21. Replacement of Lenders under Certain Circumstances .......................................45

Section 3. LETTERS OF CREDIT .........................................................................45
      3.1.  L/C Commitment ...........................................................................45
      3.2.  Procedure for Issuance of Letters of Credit ..............................................46
      3.3.  Fees, Commissions and Other Charges ......................................................46
      3.4.  L/C Participations ................ ......................................................47
      3.5.  Reimbursement Obligation of the Company ..................................................47
      3.6.  Obligations Absolute .....................................................................48
      3.7.  Letter of Credit Payments ................................................................49
      3.8.  Application ..............................................................................49

</TABLE>

                                       -ii-





<PAGE>



<TABLE>
<S>         <C>                                                                                       <C>
Section 4. REPRESENTATIONS AND WARRANTIES.............................................................49

      4.1.  Financial Condition ......................................................................49
      4.2.  No Change ................................................................................50
      4.3.  Corporate Existence; Compliance with Law .................................................50
      4.4.  Corporate Power; Authorization; Enforceable Obligations...................................50
      4.5.  No Legal Bar .............................................................................51
      4.6.  No Material Litigation ...................................................................51
      4.7.  No Default ...............................................................................51
      4.8.  Ownership of Property; Liens .............................................................51
      4.9.  Intellectual Property ....................................................................51
      4.10. Taxes ....................................................................................52
      4.11. Federal Regulations ......................................................................52
      4.12. ERISA; Canadian Benefit and Pension Plans ................................................52
      4.13. Investment Company Act; Other Regulations ................................................53
      4.14. Subsidiaries .............................................................................53
      4.15. Purpose of Loans .........................................................................53
      4.16. Environmental Matters ....................................................................53
      4.17. Solvency .................................................................................54
      4.18. Labor Matters ............................................................................54
      4.19. Accuracy of Information, etc. ............................................................55
      4.20. Security Documents .......................................................................55
      4.21. Senior Indebtedness ......................................................................56

Section 5. CONDITIONS PRECEDENT ......................................................................56

      5.1.  Conditions to Effectiveness ..............................................................56
      5.2.  Conditions to Each Extension of Credit ...................................................57

Section 6. AFFIRMATIVE COVENANTS .....................................................................58

      6.1.  Financial Statements .....................................................................58
      6.2.  Certificates; Other Information ..........................................................59
      6.3.  Payment of Obligations ...................................................................59
      6.4.  Conduct of Business and Maintenance of Existence .........................................60
      6.5.  Maintenance of Property; Insurance .......................................................60
      6.6.  Inspection of Property; Books and Records; Discussions ...................................60
      6.7.  Notices ..................................................................................60
      6.8.  Environmental Laws .......................................................................61
      6.9.  Further Assurances .......................................................................61
      6.10. Additional Collateral ....................................................................62
      6.11. Canadian Pension Plans and Benefit Plans .................................................63

Section 7. NEGATIVE COVENANTS ........................................................................64

      7.1.  Financial Condition Covenants ............................................................64
      7.2.  Limitation on Indebtedness ...............................................................64

</TABLE>

                                     -iii-






<PAGE>


<TABLE>
<S>         <C>                                                                                      <C>

      7.3.  Limitation on Liens ......................................................................66
      7.4.  Limitation Guarantee Obligations .........................................................68
      7.5.  Limitation on Fundamental Changes ........................................................68
      7.6.  Limitation on Sale of Assets .............................................................69
      7.7.  INTENTIONALLY OMITTED ....................................................................69
      7.8.  Limitation on Restricted Payments ........................................................69
      7.9.  Limitation on Capital Expenditures .......................................................71
      7.10. Limitation on Investments, Loans and Advances ............................................72
      7.11. Limitations on Optional Payments and Modifications of Agreements .........................73
      7.12. Limitation on Transactions with Affiliates ...............................................73
      7.13. Limitation on Sales and Leasebacks .......................................................74
      7.14. Limitation on Changes in Fiscal Year .....................................................74
      7.15. Limitation on Negative Pledge Clauses ....................................................74
      7.16. Limitation Lines of Business .............................................................75

Section 8. EVENTS OF DEFAULT .........................................................................75

      8.1.  Events of Default ........................................................................75
      8.2.  Certain Provisions Applicable to Letters of Credit .......................................78
      8.3.  Certain Waivers ..........................................................................78

Section 9. THE ADMINISTRATIVE AGENT ..................................................................79

      9.1.  Appointment ..............................................................................79
      9.2.  Delegation Duties ........................................................................79
      9.3.  Exculpatory Provisions ...................................................................79
      9.4.  Reliance by Administrative Agent .........................................................79
      9.5.  Notice of Default ........................................................................80
      9.6.  Non-Reliance on Administrative Agent and Other Lenders ...................................80
      9.7.  Indemnification ..........................................................................81
      9.8.  Administrative Agent in Its Individual Capacity ..........................................81
      9.9.  Successor Administrative Agent ...........................................................82
      9.10. Documentation Agent and Syndication Agent ................................................82
      9.11. Intercreditor Risk-Sharing Agreement .....................................................82

Section 10. MISCELLANEOUS ............................................................................82

      10.1. Amendments and Waivers ...................................................................82
      10.2. Notices ..................................................................................84
      10.3. No Waiver; Cumulative Remedies............................................................85
      10.4. Survival of Representations and Warranties................................................85
      10.5. Payment of Expenses and Taxes ............................................................85
      10.6. Successors and Assigns; Participations and Assignments ...................................86
      10.7. Set-Off...................................................................................89
      10.8. Counterparts .............................................................................89
      10.9. Severability .............................................................................89

</TABLE>

                                      -iv-





<PAGE>


<TABLE>
<S>          <C>                                                                                     <C>
      10.10. Integration..............................................................................89
      10.11. GOVERNING LAW ...........................................................................89
      10.12. Submission To Jurisdiction; Waivers .....................................................90
      10.13. Acknowledgments .........................................................................90
      10.14. WAIVERS OF JURY TRIAL ...................................................................91
      10.15. Confidentiality .........................................................................91
      10.16. Conversion of Currencies ................................................................91
      10.17. Amendment and Restatement ...............................................................92
</TABLE>

ANNEX A PRICING GRID

SCHEDULES

Schedule I       Lenders and Commitments
Schedule II      Subsidiaries of the Company
Schedule III     Outstanding Indebtedness; Existing Liens
Schedule IV      Existing Letters of Credit
Schedule V       Canadian Benefit Plans and Canadian Pension Plans

EXHIBITS

Exhibit A-1      Form of Opinion of Debevoise & Plimpton
Exhibit A-2      Form of Opinion of General Counsel of the Company
Exhibit B        Form of Compliance Certificate
Exhibit C        Form of Assignment and Acceptance
Exhibit D        Form of Confidentiality Agreement
Exhibit E-1      Form of Guarantee and Pledge Agreement
Exhibit E-2      Form of Canadian Guarantee and Pledge Agreement
Exhibit F-1      Form of Revolving Credit Note
Exhibit F-2      Form of Term Note
Exhibit G        Form of Prepayment Option Notice
Exhibit H        Form of U.S. Tax Compliance Certificate

                                      -v-





<PAGE>


         CREDIT AGREEMENT, dated as of April 30, 1999, as amended and restated
as of August 9, 2000, among GENTEK INC., a Delaware corporation (the "Company"),
NOMA COMPANY, a Nova Scotia unlimited liability company (as further defined in
Section 1.1, the "Canadian Borrower"), the several banks and other financial
institutions from time to time parties to this Agreement (the "Lenders"), THE
CHASE MANHATTAN BANK, as administrative agent for the Lenders (in such capacity,
the "Administrative Agent"), THE BANK OF NOVA SCOTIA, as syndication agent for
the Lenders (in such capacity, the "Syndication Agent"), and BANKERS TRUST
COMPANY, as documentation agent for the Lenders (in such capacity, the
"Documentation Agent").

                                    RECITALS

         WHEREAS, the Company, the Canadian Borrower, certain of the Lenders,
the Administrative Agent, the Syndication Agent and the Documentation Agent are
parties to the Credit Agreement, dated as of April 30, 1999 (and as amended
prior to the date hereof, the "Existing Credit Agreement") pursuant to which the
Lenders thereunder (a) made available to the Company a $300,000,000 six-year
revolving credit facility (as hereinafter defined, the "Revolving Credit
Facility"), (b) made available to the Company a $100,000,000 six-year term loan
facility (as hereinafter defined, the "Tranche A Term Loan Facility") and (c)
made available to the Canadian Borrower a $150,000,000 eight-year term loan
facility (as hereinafter defined, the "Tranche B Term Loan Facility");

         WHEREAS, the Company has requested that the Existing Credit Agreement
be amended and restated (a) to make available to the Company a new $50,000,000
additional Tranche A term loan facility (as hereinafter defined, the "Additional
Tranche A Term Loan Facility"), (b) to make available to the Company a new
$200,000,000 Tranche C term loan facility (as hereinafter defined, the "Tranche
C Term Loan Facility"), (c) to provide for additional financial institutions as
lenders (the "New Lenders"), (d) to amend certain covenants, and (e) otherwise
to amend the Existing Credit Agreement and restate it in its entirety as more
fully set forth herein;

         WHEREAS, the Lenders, the Administrative Agent, the Syndication Agent
and the Documentation Agent are willing to so amend and restate the Existing
Credit Agreement, and the New Lenders are willing to become parties hereto, but
only on the terms and subject to the conditions set forth herein;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto hereby agree that on the Closing
Date (as hereinafter defined) the Existing Credit Agreement shall be amended and
restated in its entirety as follows:

                    SECTION 1. DEFINITIONS AND INTERPRETATION

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

         "ABR": 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




<PAGE>



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 publicly announced from time to time by Chase as
its prime rate in effect at its principal office in New York City (the Prime
Rate not being intended to be the lowest rate of interest charged by Chase in
connection with extensions of credit to debtors); "Base CD Rate" shall mean the
sum of (a) the product of (i) the Three-Month Secondary CD Rate and (ii) a
fraction, the numerator of which is one and the denominator of which is one
minus the C/D Reserve Percentage and (b) the C/D 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 selected by it; and "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 ABR 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 ABR due to a change in the Prime
Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate
shall be effective as of the opening of business on the effective day of such
change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds
Effective Rate, respectively.

         "ABR Loans": Loans the rate of interest applicable to which is based
upon the ABR.

         "Acquired Business": as defined in the definition of "Acquired Capital
Expenditure Amount."

         "Acquired Capital Expenditure Amount": with respect to any business
acquired pursuant to a Permitted Acquisition in accordance with this Agreement
(an "Acquired Business"), the average annual amount of capital expenditures
made in connection with such business for the three most recent full fiscal
years ending prior to the date of consummation of such Permitted Acquisition.

                                       -2-





<PAGE>


         "Additional Tranche A Term Loan": as defined in Section 2.3(c).

         "Additional Tranche A Term Loan Commitment": as to any Lender, the
obligation of such Lender, if any, to make an Additional Tranche A Term Loan to
the Company hereunder in a principal amount not to exceed the amount set forth
under the heading "Additional Tranche A Term Loan Commitment" opposite such
Lender's name on Schedule 1. The original aggregate amount of the Additional
Tranche A Term Loan Commitments is $50,000,000.

         "Additional Tranche A Term Loan Lender": each Lender which has an
Additional Tranche A Term Loan Commitment or is the holder of an Additional
Tranche A Term Loan.

         "Additional Tranche A Term Loan Percentage": as to any Additional
Tranche A Term Loan Lender at any time, the percentage which such Lender's
Additional Tranche A Term Loan Commitment then constitutes of the aggregate
Additional Tranche A Term Loan Commitments (or, at any time after the Closing
Date, the percentage which the aggregate principal amount of such Lender's
Additional Tranche A Term Loans then outstanding constitutes of the aggregate
principal amount of the Additional Tranche A Term Loans then outstanding).

         "Adjustment Date": as defined in the Pricing Grid.

         "Affiliate": as to any Person, any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is controlled by,
or is under common control with, such Person. For purposes of this definition,
"control" of a Person means the power, whether or not exercised, directly or
indirectly, to direct or cause the direction of the management and policies of
such Person, whether by contract or otherwise or through the direct or indirect
ownership of 10% (or, for purposes of the definition of "Approved Fund" and
subsection 10.6, 50%) or more of any class of Capital Stock of such Person.

         "Agents": the collective reference to the Administrative Agent, the
Documentation Agent and the Syndication Agent.

         "Aggregate Exposure": with respect to any Lender at any time, an amount
equal to (a) until the Closing Date, the aggregate amount of such Lender's
Commitments at such time and (b) thereafter, the sum of (i) the aggregate then
unpaid principal amount of such Lender's Term Loans and (ii) the amount of such
Lender's Revolving Credit Commitment then in effect or, if the Revolving Credit
Commitments have been terminated, the amount of such Lender's Revolving
Extensions of Credit then outstanding.

         "Aggregate Exposure Percentage": with respect to any Lender at any
time, the ratio (expressed as a percentage) of such Lender's Aggregate Exposure
at such time to the Aggregate Exposure of all Lenders at such time.

         "Agreement": this Credit Agreement, as amended, restated, supplemented
or otherwise modified from time to time.

                                      -3-





<PAGE>


         "Applicable Margin": for each type of Loan, the rate per annum set
forth under the relevant column heading below:

<TABLE>
<CAPTION>

                                               ABR        Eurodollar
                                              Loans          Loan
                                              -----       ----------
<S>                                           <C>            <C>
Revolving Credit Loans                        0.25%          1.50%
Tranche A Term Loans                          0.25%          1.50%
Additional Tranche A Term Loans               0.25%          1.50%
Tranche B Term Loans                          1.25%          2.50%
Tranche C Term Loans                          1.50%          2.75%

</TABLE>

provided that on and after the first Adjustment Date after December 31, 2000,
the Applicable Margin will be determined pursuant to the Pricing Grid.

         "Application": an application, in such form as the relevant Issuing
Bank may specify from time to time, requesting such Issuing Bank to open a
Letter of Credit.

         "Approved Fund": with respect to any Lender that is a fund that invests
in bank loans, any other fund that invests in bank loans which is managed or
advised by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.

         "Asset Sale": (i) the sale, lease, conveyance or other disposition of
any assets or rights (including, without limitation, by way of a sale and
leaseback) other than sales of inventory in the ordinary course of business
consistent with past practices and other than obsolete assets, and (ii) the
issue or sale by the Borrower or any of its Subsidiaries of Equity Interests of
any of the Borrower's Subsidiaries, in the case of either clause (i) or (ii),
whether in a single transaction or a series of related transactions (a) that
have a fair market value in excess of $2,000,000 or (b) for net proceeds in
excess of $2,000,000. Notwithstanding the foregoing, the following items shall
not be deemed to be Asset Sales: (i) a transfer of assets by (A) the Company to
the Canadian Borrower or a Subsidiary Guarantor, (B) a Subsidiary to the
Company, the Canadian Borrower or a Subsidiary Guarantor and (C) a Subsidiary
(other than the Canadian Borrower) that is not a Subsidiary Guarantor to any
Subsidiary that is not a Subsidiary Guarantor, (ii) an issuance of Equity
Interests by (A) a Subsidiary to the Company, to the Canadian Borrower or to a
Subsidiary Guarantor and (B) a Subsidiary (other than the Canadian Borrower)
that is not a Subsidiary Guarantor to any other Subsidiary that is not a
Subsidiary Guarantor, (iii) a Restricted Payment that is permitted by subsection
7.8, (iv) exchanges, swaps and similar transactions involving like-kind or
similar assets in an aggregate principal amount not to exceed $20,000,000 in any
twelve-month period, (v) a Lien that is permitted under subsection 7.3 and (vi)
the making of any Permitted Investments.

         "Assignee": as defined in subsection 10.6(c).

         "Assignment and Acceptance": as defined in subsection 10.6(c).

         "Available Revolving Credit Commitment": as to any Revolving Credit
Lender at any time, an amount equal to the excess, if any, of (a) such Lender's
Revolving Credit

                                      -4-





<PAGE>


Commitment then in effect over (b) such Lender's Revolving Extensions of Credit
then outstanding.

         "Board": the Board of Governors of the Federal Reserve System and any
successor thereto.

         "Borrowers": the collective reference to the Company and the Canadian
Borrower; either of them, a Borrower.

         "Borrowing Date": any Business Day specified in a notice pursuant to
subsection 2.2, 2.4 or 3.2 as a date on which a Borrower requests the Lenders to
make Loans hereunder or an Issuing Bank to issue a Letter of Credit hereunder.

         "Business": as defined in subsection 4.16.

         "Business Day': (i) for all purposes other than as covered by clause
(ii) below, a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close
and (ii) with respect to notices and determinations in connection with, and
payments of principal and interest on, Eurodollar Loans, any day which is a
Business Day described in clause (i) and which is also a day for trading by and
between banks in Dollar deposits in the interbank eurodollar market.

         "Canadian Benefit Plans": all material employee benefit plans of any
nature or kind whatsoever that are not Canadian Pension Plans and are maintained
or contributed to by any Borrower or any of its respective Subsidiaries, in each
case covering employees in Canada.

         "Canadian Borrower": as defined in the preamble to this Agreement.

         "Canadian Borrower Obligations": the unpaid principal of and interest
on (including, without limitation, interest accruing after the maturity of the
Tranche B Term Loans and interest accruing after the filing of any petition in
bankruptcy, or, the commencement of any insolvency, reorganization or like
proceeding, relating to the Canadian Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) the Tranche
B Term Loans and all other obligations and liabilities of the Canadian Borrower
to the Administrative Agent or to any Lender (or, in the case of Interest Rate
Protection Arrangements or Currency Agreements, any Affiliate of any Lender),
whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
with, this Agreement, any other Loan Document, any Interest Rate Protection
Arrangement or any Currency Agreement entered into with any Lender or any
Affiliate of any Lender or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest,
fees, indemnities, costs, expenses (including, without limitation, all fees,
charges and disbursements of counsel to the Administrative Agent or to any
Lender that are required to be paid by the Canadian Borrower pursuant hereto)
or otherwise.

         "Canadian Dollars": lawful currency of Canada.

                                      -5-





<PAGE>


         "Canadian Guarantee and Pledge Agreement": the Canadian Guarantee and
Pledge Agreement executed and delivered by the Canadian Borrower and each
Canadian Subsidiary Guarantor, substantially in the form of Exhibit E-2, as the
same may be amended, supplemented or otherwise modified from time to time.

         "Canadian Pension Plan": each plan which is considered to be a pension
plan for the purposes of any applicable pension benefits standards statute
and/or regulation in Canada established, maintained or contributed to by any
Borrower or any of its respective Subsidiaries for its employees or former
employees.

         "Canadian Security Documents": the collective reference to the Canadian
Guarantee and Pledge Agreement and all other documents or instruments hereafter
delivered to or for the benefit of the Administrative Agent (solely for the
benefit of the Tranche B Term Loan Lenders) granting a Lien on any asset or
assets of any Person to secure the Canadian Borrower Obligations or to secure
any guarantee thereof by any Subsidiaries of the Canadian Borrower.

         "Canadian Subsidiary Guarantors": (a) each Subsidiary of the Canadian
Borrower 80% or more of the common Equity Interests of which is owned by the
Canadian Borrower, directly or indirectly, and (b) each Subsidiary of the
Canadian Borrower that is or becomes a party to the Canadian Guarantee and
Pledge Agreement.

         "Capital Expenditures": as defined in subsection 7.9.

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

         "Cash": money, currency or a credit balance in a deposit account, in
each case which is free of Liens (except Liens in favor of the Administrative
Agent and Liens consisting of bankers' set-off rights).

         "Cash Equivalents: (i) any evidence of Indebtedness with a maturity of
two years or less issued or directly and fully guaranteed or insured by the
United States of America, Canada (or any province thereof) or any agency or
instrumentality of any of the foregoing (provided that the full faith and credit
of the United States of America or Canada, as applicable, is pledged in support
thereof); (ii) certificates of deposit or acceptances with a maturity of one
year or less of any Lender or any financial institution that is a member of the
Federal Reserve System (or is a chartered bank incorporated in Canada) having
combined capital and surplus and undivided profits of not less than
$500,000,000; (iii) master notes, loan participations and commercial paper with
a maturity of two years or less issued by any Lender or any corporation (except
an Affiliate or Subsidiary of the Company) organized under the laws of any State
of the United States or the District of Columbia (or under the laws of Canada or
any province thereof) and rated at least A-1 by S&P or at least P-1 by Moody's;
(iv) repurchase agreements and reverse repurchase agreements relating to
marketable direct obligations issued or unconditionally guaranteed by the
United States Government or Canada (or any province thereof) or issued by any
agency of any of the foregoing and backed by the full faith and credit of the
United States of

                                      -6-





<PAGE>


America (or Canada, as applicable), in each case maturing within one year from
the date of acquisition; provided that the terms of such agreements comply with
the guidelines set forth in the Federal Financial Agreements of Depository
Institutions With Securities Dealers and Others, as adopted by the Comptroller
of the Currency on October 31, 1985; (v) time deposits of foreign banks having a
combined capital and surplus of not less than $500,000,000; (vi) repurchase
agreements with nationally recognized securities dealers having total capital
funds in excess of $100,000,000; provided that the terms of such agreements
comply with the guidelines set forth in the Federal Financial Agreements of
Depository Institutions With Securities Dealers and Others, as adopted by the
Comptroller of the Currency on October 31, 1985; and (vii) institutional money
market funds investing principally in obligations permitted in clauses (i)-(vi)
above.

         "C/D Assessment Rate": for any day as applied to any ABR Loan, the
annual assessment rate in effect on such day which is payable by a member of the
Bank Insurance Fund classified as well-capitalized and within supervisory
subgroup "B" (or a comparable successor assessment risk classification) within
the meaning of 12 C.F.R. 'SS' 327.3(d) (or any successor provision) to the
Federal Deposit Insurance Corporation (or any successor) for such Corporation's
(or such successor's) insuring time deposits at offices of such institution in
the United States.

         "C/D Reserve Percentage": for any day as applied to any ABR Loan, that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board, for determining the maximum reserve requirement for a
Depositary Institution (as defined in Regulation D of the Board) in respect of
new non-personal time deposits in Dollars of $100,000 or more having a maturity
of 30 days or more.

         "Change in Control": (a) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders
in the aggregate or an ESOP, is or becomes the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 35% of
the total voting power of the Voting Stock of the Company at any time that the
Permitted Holders in the aggregate "beneficially own" (as so defined), directly
or indirectly, in the aggregate a lesser percentage of the total voting power
of the Voting Stock of the Company than such other person and do not have the
right or ability by voting power, contract or otherwise to elect or designate
for election a majority of the Board of Directors of the Company (for the
purposes of this clause (i), such other person shall be deemed to beneficially
own any Voting Stock of a specified corporation held by a parent corporation,
if such other person beneficially owns (as so defined), directly or indirectly,
more than 35% of the total voting power of the Voting Stock of such parent
corporation and the Permitted Holders in the aggregate beneficially own (as so
defined), directly or indirectly, in the aggregate a lesser percentage of the
total voting power of the Voting Stock of such parent corporation and do not
have the right or ability by voting power, contract or otherwise to elect or
designate for election a majority of the board of directors of such parent
corporation); (ii) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Board of Directors of the
Company (together with any new directors whose election by such Board of
Directors or whose nomination for election by the shareholders of a Company was
approved by either (A) a vote of 66-2/3% of the directors of the Company then
still in office who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved or (B) a
vote of Permitted Holders who beneficially own, directly or

                                      -7-





<PAGE>


indirectly, a majority in the aggregate of the total voting power of the Voting
Stock of the Company) cease for any reason to constitute a majority of the Board
of Directors of the Company then in office; or (iii) the occurrence of a
"change of control" (however denominated) under and as defined in any credit
agreement, indenture or similar agreement to which the Company or any of its
Subsidiaries is a party providing for commitments of credit in excess of
$10,000,000, if the occurrence of such change of control results in a default or
event of default under such credit agreement, indenture or similar agreement
pursuant to the terms thereof (and such default or event of default has not been
cured within any applicable period set forth in such credit agreement, indenture
or similar agreement), or the lenders, note holders or other creditors have a
right to have their loans, notes or other extensions of credit repaid or
repurchased by the Company or such Subsidiary prior to the stated maturity
thereof by reason of such change of control (and such repayment or repurchase
has not occurred in accordance with such credit agreement, indenture or similar
agreement).

         "Chase": The Chase Manhattan Bank.

         "Closing Date": as defined in subsection 5.1.

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

         "Collateral": all assets of the Loan Parties, now owned or hereafter
acquired, upon which a Lien is purported to be created by any Security Document.

         "Commitment": as to any Lender, the sum of the Tranche A Term Loan
Commitment, the Additional Tranche A Term Loan Commitment, the Tranche B
Term Loan Commitment, the Tranche C Term Loan Commitment and the Revolving
Credit Commitment of such Lender.

         "Commitment Fee Rate": 0.45% per annum; provided, that on and after the
first Adjustment Date after December 31, 2000, the Commitment Fee Rate will be
determined pursuant to the Pricing Grid from time to time.

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

         "Company: as defined in the preamble to this Agreement.

         "Company Loans": the collective reference to the Revolving Credit
Loans, the Tranche A Term Loans, the Additional Tranche A Term Loans and the
Tranche C Term Loans.

         "Company Obligations": the unpaid principal of and interest on
(including, without limitation, interest accruing after the maturity of the
Loans and Reimbursement Obligations and interest accruing after the filing of
any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Company, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
the Loans made to the Company and all other obligations and liabilities of
the Company to the

                                      -8-





<PAGE>


Administrative Agent or to any Lender (or, in the case of Interest Rate
Protection Arrangements or Currency Agreements, any Affiliate of any Lender),
whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
with, this Agreement, any other Loan Document, the Letters of Credit, any
Interest Rate Protection Arrangement or any Currency Agreements entered into
with any Lender or any Affiliate of any Lender or any other document made,
delivered or given in connection herewith or therewith, whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses including, without limitation, all fees, charges and disbursements of
counsel to the administrative Agent or to any Lender that are required to be
paid by the Company pursuant hereto) or otherwise.

         "Company Pro Forma Balance Sheet": as defined in subsection 4.1(b).

         "Compliance Certificate": a certificate substantially in the form of
Exhibit B.

         "Confidential Information Memorandum": the Confidential Information
Memorandum dated July 2000 prepared in connection with the Facilities.

         "Consolidated Adjusted Net Income": for any period Consolidated Net
Income for such period adjusted by excluding (i) any net gains or losses in
respect of sales of Capital Stock or dispositions of assets out of the ordinary
course of business, (ii) any net income of any Person accrued during any period
during which such Person was not a Subsidiary of the Company, except to the
extent of dividends or other distributions actually paid to the Company or any
Subsidiary out of such net income and except to the extent utilized in
determining pro forma compliance for Permitted Acquisitions and (iii) non-cash
gain or losses resulting from fluctuations in currency exchange rates.

         "Consolidated Cash Flow": for any period, the aggregate of (i)
Consolidated Net Income for such period plus (ii) Consolidated Interest Expense
deducted in computing such Consolidated Net Income plus (iii) Consolidated Tax
Expense deducted in computing such Consolidated Net Income plus (iv)
Consolidated Non-Cash Charges deducted in computing such Consolidated Net Income
minus (v) the net gain incurred in the retirement of Indebtedness plus (vi) the
net loss incurred in the retirement of Indebtedness minus (vi) Consolidated
Non-Cash Gains included in computing such Consolidated Net Income minus (viii)
cash gains from sales of assets (other than inventory) to the extent included in
computing such Consolidated Net Income plus (ix) cash losses from sales of
assets (other than inventory) to the, extent deducted in computing such
Consolidated Net Income minus (x) solely for purposes of subsection 7.8(a) the
aggregate amount of principal payments of the Loans scheduled to come due during
such period.

         "Consolidated Interest Expense: for any period, the aggregate of the
interest expense of the Company and its Subsidiaries for such period, determined
on a consolidated basis in accordance with GAAP, including amortization of
original issue discount and the interest portion of any deferred payment
obligations, excluding, to the extent included in computing interest expense,
any amortization or write-off of debt issuance costs.

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

                                      -9-





<PAGE>


excluding (i) any item related to, or arising in connection with, the Spin-Off
that is classified as an extraordinary, unusual or nonrecurring gain, loss or
charge, (ii) any other item classified as an extraordinary, unusual or
nonrecurring non-cash gain, loss or charge (iii) any amortization of deferred
financing costs, and (iv) all deferred financing costs written off and premiums
paid in connection with any extinguishment of Indebtedness.

         "Consolidated Net Worth": as of the date of determination, all items
which in accordance with GAAP would be included under shareholders' equity on a
consolidated balance sheet of the Company and its Subsidiaries at such date.

         "Consolidated Non-Cash Charges": for any period, the aggregate
depreciation, amortization and other non-cash expenses of the Company and its
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP.

         "Consolidated Non-Cash Gains": for any period, the aggregate non-cash
revenue items of the Company and its Subsidiaries for such period, determined on
a consolidated basis in accordance with GAAP.

         "Consolidated Tax Expense": for any period, the aggregate of the U.S.
federal, state and local income tax expense and foreign tax expense of the
Company and its Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP.

         "Consolidated Total Indebtedness": as of the date of determination and
without duplication, all Indebtedness and Guarantee Obligations of the Company
and its Subsidiaries, determined on a consolidated basis in accordance with
GAAP, except that Indebtedness and Guarantee Obligations of the Company and its
Subsidiaries in respect of reclamation bonds, performance bonds, letters of
credit (other than Letters of Credit) and surety bonds (in each of the foregoing
cases, except to the extent financed by Indebtedness under this Agreement)
required by the applicable statutes or laws of the relevant jurisdiction or by
relevant Government Authorities (or, in the case of such letters of credit,
issued for insurance purposes) shall be excluded for purposes of determining
Consolidated Total Indebtedness.

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

         "CSI": Chase Securities Inc., the arranger of the Facilities.

         "Current Agreement": with respect to any Person, any foreign exchange
contract, currency swap or option agreement or other similar agreement or
arrangement designed to protect such Person or any of its Subsidiaries against
fluctuations in currency values.

         "Default": any of the events specified in Section 8, whether or not any
requirement for the giving of notice, the lapse of time, or both, or any other
condition, has been satisfied.

         "Designated Issuer": Chase Manhattan Bank USA, N.A., a Delaware banking
corporation, in its individual capacity.

                                      -10-





<PAGE>



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

         "Domestic Subsidiary": any Subsidiary organized under the laws of the
United States or any jurisdiction therein or thereof.

         "Environmental Laws": any and all foreign, Federal, state, provincial,
local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, guidelines, decrees, requirements of any Governmental Authority or other
Requirements of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of health, safety or
the environment, as now or may at any time hereafter be in effect.

         "Equity Interests": Capital Stock (but excluding any debt security that
is convertible into, or exchangeable for, Capital Stock).

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

         "ESOP": an employee stock ownership plan for the benefit of the
Company's or a Subsidiary's employees.

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

         "Eurodollar Base Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate per annum equal to the rate at
which Chase is offered Dollar deposits at or about 10:00 A.M., New York City
time, two Business Days prior to the beginning of such Interest Period in the
interbank eurodollar market where the eurodollar and foreign currency and
exchange options in respect of its Eurodollar Loans are then being conducted for
delivery on the first day of such Interest Period for the number of days
comprised therein and in an amount comparable to the amount of its Eurodollar
Loan to be outstanding during such Interest Period.

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

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

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

                                      -11-





<PAGE>


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

         "Event of Default": any of the events specified in Section 8, provided
that any requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.

         "Excluded Issuer": any Subsidiary of the Company that is a direct or
indirect Subsidiary of a Foreign Subsidiary, a Foreign Subsidiary Holding
Company.

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

         "Existing Credit Agreement": as defined in the recitals to this
Agreement.

         "Facility": each of (a) the Tranche A Term Loan Commitments and the
Tranche A Term Loans made thereunder (the "Tranche A Term Loan Facility"), (b)
the Additional Tranche A Term Loan Commitments and the Additional Tranche A Term
Loans made thereunder (the "Additional Tranche A Term Loan Facility"), (c) the
Tranche B Term Loan Commitments and the Tranche B Term Loans made thereunder
(the "Tranche B Term Loan Facility"), (d) the Tranche C Term Loan Commitments
and the Tranche C Term Loans made thereunder (the "Tranche C Term Loan
Facility'), and (e) the Revolving Credit Commitments and the extensions of
credit made thereunder (the "Revolving Credit Facility"). Each of the Facilities
shall rank pari passu with each other in right of payment.

         "Financing Lease": any lease of property, real or personal, the
obligations of the lessee in respect of which are required in accordance with
GAAP to be capitalized on a balance sheet of the lessee.

         "Five-Year Anniversary Date": as defined in subsection 2.9(i).

         "Five-Year Threshold Amount": as defined in subsection 2.9(i).

         "Foreign Subsidiary": any Subsidiary other than a Domestic Subsidiary.
"Foreign Subsidiary Holding Company": any Domestic Subsidiary that has no
material assets other than the Capital Stock or other securities of one or more
Foreign Subsidiaries or other Foreign Subsidiary Holding Companies, and other
assets relating solely to an ownership interest in such Capital Stock or other
securities.

         "GAAP": generally accepted accounting principles in the United States
of America in effect from time to time; provided, however, that with respect to
the consolidated financial statements of the Canadian Borrower referred to in
subsections 4.1. and 6.1., "GAAP" shall mean generally accepted accounting
principles in Canada in effect from time to time. Notwithstanding the foregoing,
for purposes of subsection 7.1, GAAP shall be determined on the basis of such
principles in effect on the date hereof and consistent with those used in the
preparation of the most recent audited financial statements delivered pursuant
to subsection 4.1(a). In the event that any "Accounting Change" (as defined
below) shall occur and such


                                      -12-





<PAGE>


change results in a change in the method of calculation of financial covenants,
standards or terms in this Agreement, then the Company and the Administrative
Agent agree to enter into negotiations in order to amend such provisions of this
Agreement so as to equitably reflect such Accounting Changes with the desired
result that the criteria for evaluating the Company's financial condition shall
be the same after such Accounting Changes as if such Accounting Changes had not
been made. Until such time as such an amendment shall have been executed and
delivered by the Company, the Administrative Agent and the Required Lenders, all
financial covenants, standards and terms in this Agreement shall continue to be
calculated or construed as if such Accounting Changes had not occurred.
"Accounting Changes" refers to changes in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial
Accounting Standards Board of the American Institute of Certified Public
Accountants or, if applicable, the SEC.

         "GenChem": General Chemical Corporation, a Delaware corporation.

         "GenTek Canada": General Chemical Performance Products Ltd., a Canadian
corporation.

         "GenTek Canada Working Capital Facility": the credit facility provided
or to be provided to GenTek Canada by banks or other financial institutions, as
the same may be amended, supplemented or otherwise modified from time to time.

         "Governmental Authority": any nation or government, any state or other
political subdivision thereof and any entity (including the National Association
of Insurance Commissioners or a Minister of the Crown) exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Guarantee and Pledge Agreement": the Guarantee and Pledge Agreement
executed and delivered by the Borrowers and each Subsidiary Guarantor,
substantially in the form of Exhibit E-1, as the same may be amended,
supplemented or otherwise modified from time to time.

         "Guarantee Obligation": as to any Person (the "guaranteeing person"),
any obligation of (a) the guaranteeing person or (b) another Person (including,
without limitation, any bank under any letter of credit) to induce the creation
of which the guaranteeing person has issued a reimbursement, counterindemnity or
similar obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not


                                      -13-





<PAGE>


include endorsements of instruments for deposit or collection in the ordinary
course of business. The amount of any Guarantee Obligation of any guaranteeing
person shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person's
maximum reasonably anticipated liability in respect thereof as determined by the
Company in good faith.

         "Hazardous Materials": any hazardous materials, hazardous wastes,
hazardous constituents, pollutant, contaminant, waste or hazardous or toxic
substances defined or regulated as such in or under any Environmental Law, and
including, without limitation, petroleum products (including crude oil or any
fraction thereof), asbestos in friable form, polychlorinated biphenyls, and urea
formaldehyde insulation.

         "Holdings": The General Chemical Group Inc., a Delaware Corporation.

         "Indebtedness": of any Person at any date, (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 and payable in accordance with customary practices), (b) any other
indebtedness of such Person which is evidenced by a note, bond, debenture or
similar instrument, (c) the face amount of all letters of credit issued for the
account of such Person and, without duplication, all drafts drawn thereunder,
(d) all obligations of such Person under Financing Leases, (e) all obligations
of such Person in respect of acceptances issued or created for the account of
such Person, (f) for the purposes of subsections 7.2 and 8(e) only, all net
Interest Rate Protection Obligations of such Person and all net obligations of
such Person in respect of Currency Agreements, and (g) the lesser of (i) all
liabilities secured by any Lien on any property owned by such Person when such
Person has not assumed or otherwise become liable for the payment thereof and
(ii) the fair market value of any such property; provided that Indebtedness
shall not be deemed to include any indebtedness which has been "economically
defeased" or "in-substance defeased" within the meaning of and in accordance
with Standard No. 76 of the Financial Accounting Standards Board.

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

         "Insolvent": pertaining to a condition of Insolvency.

         "Intercreditor Risk-Sharing Agreement": the Intercreditor Risk-Sharing
Agreement (as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof) among the Revolving Credit
Lenders, the Tranche A Term Lenders, the Tranche B Term Lenders and the
Administrative Agent and referred to in Section 9.11, which generally provides
for the purchase and sale of participating interests (or, in certain
circumstances, the assignment of interests) in the Tranche A Term Loans, the
Revolving Credit Loans and the Tranche B Term Loans by and among the Tranche A
Term Loan Lenders, the Revolving Credit Lenders and the Tranche B Term Loan
Lenders upon the acceleration of


                                       -14





<PAGE>


the maturity of any Loans under this Agreement in order to effect a ratable
sharing of exposure with respect to all such Loans.

         "Interest Coverage Ratio": as at the last day of any fiscal quarter of
the Company, the Pro Forma Ratio of (a) Consolidated Cash Flow for the period of
four fiscal quarters ending on such day to (b) Consolidated Interest Expense for
the period of four fiscal quarters ending on such day.

         "Interest Payment Date": (a) as to any ABR Loan, the last day of each
March, June, September and December to occur while such Loan is outstanding (or,
if such a day is not a Business Day, the next succeeding Business Day), (b) as
to any Eurodollar Loan having an Interest Period of three months or less, the
last day of such Interest Period, (c) as to any Eurodollar Loan having an
Interest Period longer than three months, each day which is three months, or a
whole multiple thereof, after the first day of such Interest Period and the last
day of such Interest Period, (d) as to any Loan (other than any Revolving Credit
Loan that is an ABR Loan), the date on which such Loan is converted into another
Type of Loan or on which any repayment or prepayment is made in respect thereof
and (e) as to any Revolving Credit Loan, the Revolving Credit Termination Date
or such earlier date as the Commitments shall terminate as provided herein.

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

         (i) initially, the period commencing on the borrowing or conversion
     date, as the case may be, with respect to such Eurodollar Loan and ending
     one, two, three or six months thereafter, as selected by the applicable
     Borrower in its notice of borrowing or notice of conversion, as the case
     may be, given with respect thereto; and

         (ii) thereafter, each period commencing on the last day of the next
     preceding Interest Period applicable to such Eurodollar Loan and ending
     one, two, three or six months thereafter, as selected by the applicable
     Borrower by irrevocable notice to the Administrative Agent not less than
     three Business Days prior to the last day of then current Interest Period
     with respect thereto;

provided that, each of the foregoing provisions relating to Interest Periods is
subject to the following:

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

         (2) any Interest Period that would otherwise extend beyond the
     Revolving Credit Termination Date or beyond the date final payment is due
     on the Tranche A Term Loans, the Additional Tranche A Term Loans, the
     Tranche B Term Loans or the Tranche C Term Loans, as the case may be, shall
     end on the Revolving Credit Termination Date or such due date, as
     applicable;


                                      -15-





<PAGE>



         (3) any Interest Period that begins on the last Business Day of a
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period) shall end on
     the last Business Day of a calendar month; and

         (4) the Borrowers shall select Interest Periods so as not to require a
     payment or prepayment of any Eurodollar Loan during an Interest Period for
     such Loan.

         "Interest Rate Protection Arrangement": as defined in the definition of
"Interest Rate Protection Obligations" below.

         "Interest Rate Protection Obligations": the obligations of any Person
pursuant to any arrangement (an "Interest Rate Protection Arrangement") with any
other Person whereby, directly or indirectly, such Person is entitled to receive
from time to time periodic payments calculated by applying either a floating or
a fixed rate of interest on a stated notional amount in exchange for periodic
payments made by such Person calculated by applying a fixed or a floating rate
of interest on the same notional amount and shall include without limitation,
interest rate swaps, caps, floors, collars and similar agreements.

         "Investment": as defined in subsection 7.10.

         "Issuing Bank": Chase or any Affiliate thereof, including the
Designated Issuer, or any successor thereto, each in its capacity as issuer of
any Letter of Credit.

         "L/C Commitment": $125,000,000, as such amount may be reduced from time
to time in accordance with this Agreement.

         "L/C Fee Payment Date": the last day of each March, June, September and
December.

         "L/C Obligations": at any time, an amount equal to the sum of (a) the
aggregate then undrawn and unexpired amount of then outstanding Letters of
Credit and (b) the aggregate amount of drawings under Letters of Credit which
have not then been reimbursed pursuant to subsection 3.5(a).

         "Letters of Credit": as defined in subsection 3.1(a).

         "Leverage Ratio": as at the last day of any fiscal quarter of the
Company, the Pro Forma Ratio of (a) Consolidated Total Indebtedness as at such
day to (b) Consolidated Cash Flow for the period of four fiscal quarters ending
on such day.

         "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement and any Financing Lease
having substantially the same economic effect as any of the foregoing).


                                    -16-





<PAGE>



         "Loan Documents": the collective reference to this Agreement, the
Notes, the Applications and the Security Documents.

         "Loan Parties": the Borrowers and each of their Subsidiaries party to a
Loan Document.

         "Loans": any loan made by any Lender pursuant to this Agreement.

         "Majority Facility Lenders": with respect to any Facility, the holders
of more than 50% of the aggregate unpaid principal amount of the Term Loans or
the Total Revolving Extensions of Credit, as the case may be, outstanding under
such Facility (or, in the case of the Revolving Credit Facility, prior to any
termination of the Revolving Credit Commitments, the holders of more than 50% of
the Total Revolving Credit Commitments).

         "Majority Revolving Credit Facility Lenders": the Majority Facility
Lenders in respect of the Revolving Credit Facility.

         "Management Agreement": the Management Agreement dated as of April 30,
1999 between the Borrower and Latona Associates Inc., as such agreement may be
amended, supplemented or otherwise modified or replaced from time to time in
accordance with subsection 7.11.

         "Material Adverse Effect": a material adverse effect on (a) the
business, operations, property, condition (financial or otherwise) or prospects
of the Company and its Subsidiaries, taken as a whole, or (b) the validity or
enforceability of this Agreement, any of the Notes, any Application or any of
the other Loan Documents or the rights or remedies of the Administrative Agent
or the Lenders hereunder or thereunder.

         "Material Foreign Subsidiary": any Material Subsidiary organized under
the laws of any jurisdiction (other than the United States or any jurisdiction
therein).

         "Material Subsidiary": at any date of determination, any Subsidiary of
the Company (i) the gross revenues of which aggregated at least 5% of the
aggregate gross revenues of the Company and its Subsidiaries for the most recent
period of twelve consecutive months ending prior to such date or (ii) the book
value of the assets of which aggregated at least 10% of the aggregate book value
of the assets of the Company and its Subsidiaries as at the last day of the most
recently ended fiscal month of the Company.

         "Moody's": Moody's Investors Services, Inc.

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

         "Net Cash Proceeds": (a) when used in respect of any Asset Sale or
Recovery Event by or with respect to the Company or any of its Subsidiaries, the
gross proceeds received by such Person in Cash and Cash Equivalents (including
payment in respect of deferred payment obligations but only when received in the
form of Cash and Cash Equivalents), from such Asset Sale or Recovery Event less
(i) all legal, accounting, title, recording and transfer tax expenses,


                                      -17-





<PAGE>


commissions and other customary fees and expenses incurred, and all other
federal, state and local taxes assessed, in connection therewith, (ii) the
principal amount of, premium, if any, and interest on, any Indebtedness (other
than the Loans and L/C Obligations) which is secured by the assets which are the
subject of such Asset Sale or Recovery Event and which is required to be repaid
in connection with such Asset Sale or Recovery Event and (iii) amounts to be
provided by such Person as a reserve, in accordance with GAAP, against any
liabilities associated with any such Asset Sale or Recovery Event and retained
by such Person after such Asset Sale or Recovery Event, including, without
limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with such Asset Sale or Recovery Event, and (b) when used
in respect of the incurrence of Indebtedness by the Company or any of its
Subsidiaries, the gross proceeds received by such Person in Cash and Cash
Equivalents from such incurrence less all legal expenses, commissions and other
fees and expenses incurred or to be incurred in connection therewith.

         "1999 10-K": the Company's annual report on Form 10-K filed with the
Securities and Exchange Commission for its fiscal year ended December 31, 1999.

         "Noma Credit Facility": the credit facility provided or to be provided
to the Canadian Borrower and/or its Subsidiaries by banks or other financial
institutions and/or any receivables purchasing arrangements entered or to be
entered into by the Canadian Borrower and/or its Subsidiaries, as the same may
be amended, supplemented or otherwise modified from time to time.

         "Non-Excluded Taxes": as defined in subsection 2.18.

         "Notes": the collective reference to any promissory notes evidencing
the Loans.

         "Obligations": the collective reference to the Company Obligations and
the Canadian Borrower Obligations.

         "Original Closing Date": April 30, 1999, which was the Closing Date of
the Existing Credit Agreement.

         "Participant": as defined in subsection 10.6(b).

         "Participating Bank": any Revolving Credit Lender (other than the
Issuing Bank) with respect to its participating interest in each Letter of
Credit; provided that each Revolving Credit Lender (including the Issuing Bank,
if a Lender) shall be deemed to be a Participating Bank with respect to any
Letter of Credit issued by the Designated Issuer.

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

         "Permitted Acquisition": any acquisition made pursuant to subsection
7.10(f).

         "Permitted Designee": with respect to any Permitted Holder, (i) a
spouse or a child (in the case of an individual) of such Permitted Holder, (ii)
any trust for the benefit of such


                                      -18-





<PAGE>


Permitted Holder or a spouse or child of such Permitted Holder, (iii) in the
event of the death or incompetence of such Permitted Holder, such Permitted
Holder's estate, heirs, executor, administrator, committee or other court
appointed representative, (iv) any foundation or not for profit organization
established by a Permitted Holder or (v) any Person so long as the Permitted
Holders, individually or jointly, are the "beneficial owner" (as defined in
clause (i) of the definition of "Change in Control") of at least 51% of the
Voting Stock of such Person.

         "Permitted Holders": Paul M. Meister, Paul M. Montrone, Richard R.
Russell and their Permitted Designees.

         "Permitted Investments": Investments permitted by subsection 7.10.

         "Permitted Subordinated Indebtedness": unsecured Indebtedness of the
Company which (i) is subordinated in right of payment to all Company Obligations
on terms no less favorable to the Lenders than the subordination terms governing
the Senior Subordinated Notes or on terms otherwise reasonably satisfactory to
the Required Lenders (and, if such Indebtedness is guaranteed by any Subsidiary
of the Company, such guarantee is subordinated in right of payment to all
obligations of such Subsidiary under the Loan Documents on terms no less
favorable to the Lenders than the subordination terms governing the Senior
Subordinated Notes or on terms otherwise reasonably satisfactory to the Required
Lenders), (ii) contains covenants and events of default which (x) taken as a
whole, are no less favorable to the Company than the covenants and events of
default governing the Senior Subordinated Notes or (y) are otherwise reasonably
satisfactory to the Required Lenders and (iii) has no scheduled or mandatory
payments in respect of principal (whether by scheduled amortization, redemption,
purchase or otherwise, other than an obligation by the Company to offer to
purchase such Indebtedness upon a change of control of the Company or, subject
to compliance with Section 7 hereof, upon certain sales of assets by the Company
or its Subsidiaries) prior to May 15, 2007.

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

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

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

         "Pricing Grid": the pricing grid attached hereto as Annex A, and
"Pricing Ratio" has the meaning given to it in the Pricing Grid.

         "Productive Assets": assets (including Capital Stock of a Person that
directly or indirectly owns assets) of a kind used or usable in the Company's
business, or related to such business, as conducted on the date of the relevant
Asset Sale or Recovery Event.

         "Pro Forma Ratio": as used in the definitions of "Interest Coverage
Ratio", "Leverage Ratio", "Pricing Ratio" and "Senior Leverage Ratio", the ratio
indicated determined


                                      -19-





<PAGE>



using Consolidated Cash Flow, Consolidated Interest Expense, Funded Debt and
Consolidated Total Indebtedness, as the case may be, each calculated (as
provided herein as though this Agreement had been effective at such time) for
the period indicated giving pro forma effect (as determined in good faith by the
Chief Financial Officer of the Company, based on reasonable assumptions) to any
of the following transactions that shall have occurred after the beginning of
such period as if such transaction had occurred at the beginning of such period:
(a) any transaction pursuant to which any Person becomes a Subsidiary of the
Company or the Company or any Subsidiary acquires all or substantially all of
the assets of any Person; or (b) any transaction of the type described in the
preceding clause (a) by any Person that, since the beginning of such period
became a Subsidiary of the Company or was merged with or into the Company or any
Subsidiary of the Company.

         "Properties": as defined in subsection 4.16.

         "Qualifying ESOP Purchases": at any time, an amount equal to the
aggregate Net Cash Proceeds theretofore received by the Company from the
issuance or sale of shares of its Capital Stock (excluding Redeemable Stock) to
an ESOP after April 1, 1998; provided that if such ESOP issues any Indebtedness
for which the Company or any of its Subsidiaries has a Guarantee Obligation or
is otherwise liable, such aggregate Net Cash Proceeds shall be counted only to
the extent of any increase in the Consolidated Net Worth of the Company
theretofore resulting from principal repayments made by such ESOP with respect
to Indebtedness issued by it to finance the purchase of such shares.

         "Recovery Event": any settlement of or payment in excess of $500,000 in
any transaction or series of related transactions in respect of any property or
casualty insurance claim or any condemnation proceeding relating to any asset of
the Company or any of its Subsidiaries.

         "Redeemable Stock": any class or series of Capital Stock that (i) by
its terms or otherwise is required to be redeemed prior to June 30, 2007, (ii)
is redeemable at the option of the holder thereof at any time prior to June 30,
2007 or (iii) is exchangeable into any Capital Stock described in clause (i) or
(ii) above.

         "Refinancing Indebtedness": as defined in subsection 7.2(o).

         "Register": as defined in subsection 10.6(d).

         "Regulation U": Regulation U of the Board as in effect from time to
time.

         "Reheis Ireland Credit Facility": the credit facility provided or to be
provided to Reheis Ireland by banks or other financial institutions, as the same
may be amended, supplemented or otherwise modified from time to time.

         "Reimbursement Obligation" the obligation of the Company to reimburse
the Issuing Banks pursuant to subsection 3.5(a) for amounts drawn under Letters
of Credit.

         "Reinvestment Deferred Amount": with respect to any Reinvestment Event,
the aggregate Net Cash Proceeds received by the Company or any of its
Subsidiaries in connection


                                      -20-





<PAGE>



therewith which are not applied to prepay the Term Loans or reduce the Revolving
Credit Commitments pursuant to subsection 2.9(d) as a result of the delivery of
a Reinvestment Notice.

         "Reinvestment Event": any Asset Sale or Recovery Event in respect of
which the Company has delivered a Reinvestment Notice.

         "Reinvestment Notice": a written notice executed by a Responsible
Officer stating that no Event of Default has occurred and is continuing and that
the Company (directly or indirectly through a Subsidiary) intends and expects to
use all or a specified portion of the Net Cash Proceeds of an Asset Sale or
Recovery Event to acquire Productive Assets.

         "Reinvestment Prepayment Amount": with respect to any Reinvestment
Event, the Reinvestment Deferred Amount relating thereto less any amount
expended prior to the relevant Reinvestment Prepayment Date to acquire
Productive Assets.

         "Reinvestment Prepayment Date": with respect to any Reinvestment Event,
the earlier of (a) the date occurring 360 days after such Reinvestment Event and
(b) the date on which the Company shall have determined not to acquire
Productive Assets with all or any portion of the relevant Reinvestment Deferred
Amount.

         "Related Business": any business that is similar or reasonably related
to any business engaged in by the Company or any Subsidiary, or any other
business complementary or incidental thereto, or a reasonably related
development thereof.

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

         "Reportable Event": any of the events set forth in Section 4043(b) of
ERISA, other than those events as to which the thirty day notice period is
waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg.
'SS' 4043.

         "Required Lenders": at any time, Lenders the Total Credit Percentages
of which aggregate more than 50%.

         "Requirement of Law": as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

         "Responsible Officer": the chief executive officer, the president or
any vice president of the relevant Borrower or, with respect to financial
matters, the chief financial officer of such Borrower.

         "Restricted Investment": any Investment other than those permitted by
clauses (a) - (h) of subsection 7.10.

         "Restricted Payment": as defined in subsection 7.8.


                                      -21-





<PAGE>


         "Revolving Credit Commitment": as to any Lender, the obligation of such
Lender, if any, to make Revolving Credit Loans and participate in Letters of
Credit, in an aggregate principal and/or face amount not to exceed the amount
set forth under the heading "Revolving Credit Commitment" opposite such Lender's
name on Schedule I, as the same may be changed from time to time pursuant to the
terms hereof.

         "Revolving Credit Commitment Period": the period from and including
April 30, 1999 to the Revolving Credit Termination Date.

         "Revolving Credit Lender": each Lender which has a Revolving Credit
Commitment or which is the holder of Revolving Credit Loans.

         "Revolving Credit Loans": as defined in subsection 2.1.

         "Revolving Credit Percentage": as to any Revolving Credit Lender at any
time, the percentage which such Lender's Revolving Credit Commitment then
constitutes of the Total Revolving Credit Commitments (or, at any time after the
Revolving Credit Commitments shall have expired or terminated, the percentage
which the aggregate principal amount of such Lender's Revolving Credit Loans
then outstanding constitutes of the aggregate principal amount of the Revolving
Credit Loans then outstanding).

         "Revolving Credit Termination Date": April 30, 2005.

         "Revolving Extensions of Credit": as to any Revolving Credit Lender at
any time, an amount equal to the sum of (a) the aggregate principal amount of
all Revolving Credit Loans made by such Lender then outstanding and (b) such
Lender's Revolving Credit Percentage of the L/C Obligations then outstanding.

         "Sandco": Sandco Automotive Ltd., an Ontario corporation.

         "Sandco Credit Facility": the Credit Facility dated as of February 6,
1998 in the original principal amount of C$10,000,000 by and between Sandco and
The Bank of Nova Scotia, as the same may be amended, supplemented or otherwise
modified from time to time.

         "Security Documents": the collective reference to the Guarantee and
Pledge Agreement and all other documents or instruments delivered to or for the
benefit of the Administrative Agent and the Lenders, including the Canadian
Security Documents, granting a Lien on any asset or assets of any Person to
secure the obligations and liabilities of the Borrowers hereunder, under the
Notes and/or under any of the other Loan Documents or to secure any guarantee of
any such obligations and liabilities.

         "Senior Leverage Ratio": as at the last day of any fiscal quarter of
the Company, the Pro Forma Ratio of (a) Consolidated Total Indebtedness less the
sum of the amount of Permitted Subordinated Indebtedness and the aggregate
outstanding principal amount of the Senior Subordinated Notes (if any) as at
such day to (b) Consolidated Cash Flow for the period of four fiscal quarters
ending on such day.


                                      -22-





<PAGE>


         "Senior Subordinated Note Indenture": the Indenture dated as of August
9, 1999 among the Company, certain of its Subsidiaries and the trustee named
therein pursuant to which the Senior Subordinated Notes were issued, together
with all instruments and other agreements entered into by the Company (or such
Subsidiaries, as the case may be) in connection therewith, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
subsection 7.12.

         "Senior Subordinated Notes": the $200,000,000 11% Senior Subordinated
Notes due 2009 issued by the Company pursuant to the Senior Subordinated Note
Indenture.

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

         "Solvent": when used with respect to any Person, means that, as of any
date of determination, (a) the amount of the "present fair saleable value" of
the assets of such Person will, as of such date, exceed the amount of all
"liabilities of such Person, contingent or otherwise", as of such date, as such
quoted terms are determined in accordance with applicable federal and state laws
governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such Person on its
debts as such debts become absolute and matured, (c) such Person will not have,
as of such date, an unreasonably small amount of capital with which to conduct
its business, and (d) such Person will be able to pay its debts as they mature.
For purposes of this definition, (i) "debt" means liability on a "claim", and
(ii) "claim" means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y)
right to an equitable remedy for breach of performance if such breach gives rise
to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured or unmatured, disputed,
undisputed, secured or unsecured.

         "Spin-Off": the distribution by Holdings in 1999, as a dividend to the
holders of the shares of its common stock, of all of the Capital Stock of the
Company.

         "Spin-Off Transactions": the Spin-Off and the other transactions
performed pursuant to and in connection with the Spin-off.

         "S&P": Standard & Poor's Ratings Services Group, a division of The
McGraw-Hill Companies, Inc.

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


                                      -23-





<PAGE>



         "Subsidiary Guarantors": (a) each Domestic Subsidiary of the Company
(other than any Foreign Subsidiary Holding Company) 80% or more of the common
Equity Interests of which is owned by the Company, directly or indirectly (other
than indirectly through any Foreign Subsidiary), (b) each Canadian Subsidiary
Guarantor, (c) each Subsidiary of the Company that is or becomes a party to the
Guarantee and Pledge Agreement and (d) each other Subsidiary of the Company that
is designated by the Company as a Subsidiary Guarantor and becomes a party to
the Guarantee and Pledge Agreement or the Canadian Guarantee and Pledge
Agreement.

         "Termination Date": October 31, 2007.

         "Term Loan Lenders": the collective reference to the Tranche A Term
Loan Lenders, the Additional Tranche A Term Loan Lenders, the Tranche B Term
Loan Lenders and the Tranche C Term Loan Lenders.

         "Term Loans": the collective reference to the Tranche A Term Loans, the
Additional Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term
Loans.

         "Total Credit Percentage": as to any Lender at any time, the percentage
of the aggregate Revolving Credit Commitments, outstanding Tranche A Term Loans,
outstanding Additional Tranche A Term Loans, outstanding Tranche B Term Loans
and outstanding Tranche C Term Loans then constituted by its Revolving Credit
Commitment, outstanding Tranche A Term Loans, outstanding Additional Tranche A
Term Loans, outstanding Tranche B Term Loans and outstanding Tranche C Term
Loans (or, if the Revolving Credit Commitments have terminated or expired, the
percentage of the aggregate outstanding Revolving Credit Loans, outstanding Term
Loans and interests in the outstanding L/C Obligations then constituted by its
outstanding Revolving Credit Loans, outstanding Term Loans and interests in
outstanding L/C Obligations).

         "Total Revolving Credit Commitments": at any time, the aggregate amount
of the Revolving Credit Commitments then in effect. The original amount of the
Total Revolving Credit Commitments is $300,000,000.

         "Total Revolving Extensions of Credit": at any time, the aggregate
amount of the Revolving Extensions of Credit of the Revolving Credit Lenders
outstanding at such time.

         "Tranche A Term Loan": as defined in Section 2.3(a).

         "Tranche A Term Loan Commitment": as to any Lender, the obligation of
such Lender, if any, to make a Tranche A Term Loan to the Company hereunder in a
principal amount not to exceed the amount set forth under the heading "Tranche A
Term Loan Commitment" opposite such Lender's name on Schedule I. The original
aggregate amount of the Tranche A Term Loan Commitments is $100,000,000.

         "Tranche A Term Loan Lender": each Lender which has a Tranche A Term
Loan Commitment or is the holder of a Tranche A Term Loan.

         "Tranche A Term Loan Percentage": as to Tranche A Term Loan Lender at
any time, the percentage which such Lender's Tranche A Term Loan Commitment then
constitutes of


                                      -24-





<PAGE>


the aggregate Tranche A Term Loan Commitments (or, at any time after the
Original Closing Date, the percentage which the aggregate principal amount of
such Lender's Tranche A Term Loans then outstanding constitutes of the aggregate
principal amount of the Tranche A Term Loans then outstanding).

         "Tranche B Term Loan": as defined in Section 2.3(b).

         "Tranche B Term Loan Commitment": as to any Lender, the obligation of
such Lender, if any, to make a Tranche B Term Loan to the Canadian Borrower
hereunder in a principal amount not to exceed the amount set forth under the
heading "Tranche B Term Loan Commitment" opposite such Lender's name on Schedule
I thereto. The original aggregate amount of the Tranche B Term Loan Commitments
is $150,000,000.

         "Tranche B Term Loan Lender": each Lender which has a Tranche B Term
Loan Commitment or which is the holder of a Tranche B Term Loan.

         "Tranche B Term Loan Percentage": as to any Lender at any time, the
percentage which such Lender's Tranche B Term Loan Commitment then constitutes
of the aggregate Tranche B Term Loan Commitments (or, at any time after the
Original Closing Date, the percentage which the aggregate principal amount of
such Lender's Tranche B Term Loans then outstanding constitutes of the aggregate
principal amount of the Tranche B Term Loans then outstanding); provided, that
solely for purposes of calculating the amount of each installment of Tranche B
Term Loans (other than the last installment) payable to a Tranche B Term Loan
Lender pursuant to Section 2.5(c), such Term Loan Lender's Tranche B Term Loan
Percentage shall be calculated without giving effect to any portion of any prior
mandatory or optional prepayment attributable to such Term Loan Lender's Tranche
B Term Loans which shall have been declined by such Term Loan Lender pursuant to
Section 2.9(e) (or, in the case of any Tranche B Term Loan Lender which shall
have acquired its Tranche B Term Loans by assignment from another Person, by
such other Person).

         "Tranche C Term Loan": as defined in Section 2.3(d).

         "Tranche C Term Loan Commitment": as to any Lender, the obligation of
such Lender, if any, to make a Tranche C Term Loan to the Company hereunder in a
principal amount not to exceed the amount set forth under the heading "Tranche C
Term Loan Commitment" opposite such Lender's name on Schedule I thereto. The
original aggregate amount of the Tranche C Term Loan Commitments is
$200,000,000.

         "Tranche C Term Loan Lender": each Lender which has a Tranche C Term
Loan Commitment or which is the holder of a Tranche C Term Loan.

         "Tranche C Term Loan Percentage": as to any Lender at any time, the
percentage which such Lender's Tranche C Term Loan Commitment then constitutes
of the aggregate Tranche C Term Loan Commitments (or, at any time after the
Closing Date, the percentage which the aggregate principal amount of such
Lender's Tranche C Term Loans then outstanding constitutes of the aggregate
principal amount of the Tranche C Term Loans then outstanding); provided, that
solely for purposes of calculating the amount of each installment of Tranche C


                                       -25-





<PAGE>



Term Loans (other than the last installment) payable to a Tranche C Term Loan
Lender pursuant to Section 2.5(d), such Tranche C Term Loan Lender's Tranche C
Term Loan Percentage shall be calculated without giving effect to any portion of
any prior mandatory or optional prepayment attributable to such Term Loan
Lender's Tranche C Term Loans which shall have been declined by such Tranche C
Term Loan Lender pursuant to Section 2.9(e) (or, in the case of any Tranche C
Term Loan Lender which shall have acquired its Tranche C Term Loans by
assignment from another Person, by such other Person).

         "Transferee": as defined in subsection 10.6(f).

         "Type": as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

         "Uniform Customs": the Uniform Customs and Practice for Documentary
Credits (1993 Revision), International Chamber of Commerce Publication No. 500,
as the same may be amended from time to time.

         "Voting Stock": Capital Stock of a Person normally entitled to vote in
the election of directors (or other persons exercising similar functions) of
such Person.

         "Wholly Owned Subsidiary": of any Person, a Subsidiary of such Person
all of the outstanding Capital Stock or other ownership interests of which
(other than directors' qualifying shares and other de minimis interests as
required by the laws of the jurisdiction of organization of such Subsidiary)
shall at the time be owned by such Person or by one or more Wholly Owned
Subsidiaries of such Person and one or more Wholly Owned Subsidiaries of such
Person.

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

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

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

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

         1.3. Conflict Between Credit Agreement and other Loan Documents. If
there is any conflict between this Agreement and any other Loan Document, this
Agreement and such other Loan Document shall be interpreted and construed, if
possible, so as to avoid or minimize


                                       -26-





<PAGE>




such conflict but, to the extent (and only to the extent) of such conflict, this
Agreement shall prevail and control.

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

         2.1. Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof, each Revolving Credit Lender severally agrees to make
revolving credit loans ("Revolving Credit Loans") to the Company from time to
time during the Revolving Credit Commitment Period in an aggregate principal
amount at any one time outstanding which, when added to such Lender's Revolving
Credit Percentage of then outstanding L/C Obligations, does not exceed the
amount of such Lender's Revolving Credit Commitment. During the Revolving Credit
Commitment Period the Company may use the Revolving Credit Commitments by
borrowing, prepaying the Revolving Credit Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof.

         (b) The Revolving Credit Loans may from time to time be (i) Eurodollar
Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the
Company and notified to the Administrative Agent in accordance with subsections
2.2 and 2.10, provided that no Loan shall be made as a Eurodollar Loan after the
day that is one month prior to the Revolving Credit Termination Date.

         2.2. Procedure for Revolving Credit Borrowing. The Company may borrow
under the Revolving Credit Commitments during the Revolving Credit Commitment
Period on any Business Day, provided that the Company shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 11:00 A.M., New York City time, (a) three Business
Days prior to the requested Borrowing Date, if all or any part of the requested
Revolving Credit Loans are to be initially Eurodollar Loans or (b) one Business
Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount
to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing
is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the
borrowing is to be entirely or partly of Eurodollar Loans, the amounts of such
Type of Loan and the lengths of the initial Interest Periods therefor. Each
borrowing under the Revolving Credit Commitments shall be in an amount equal to
(x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if
then Available Revolving Credit Commitments are less than $1,000,000, such
lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from
the Company, the Administrative Agent shall promptly notify each Lender thereof.
Each Revolving Credit Lender will make the amount of its pro rata share of each
borrowing available to the Administrative Agent for the account of the Company
at the office of the Administrative Agent specified in subjection 10.2 prior to
12:00 Noon, New York City time, on the Borrowing Date requested by the Company
in funds immediately available to the Administrative Agent. Such borrowing will
then be made available to the Borrower by the Administrative Agent crediting the
account of the Borrower on the books of such office with the aggregate of the
amounts made available to the Administrative Agent by the Revolving Credit
Lenders and in like funds as received by the Administrative Agent.

         2.3. Term Loan Commitments. Subject to the terms and conditions hereof
(a) each Tranche A Term Loan Lender severally made a term loan (a "Trance A Term
Loan")


                                      -27-





<PAGE>



to the Company on the Original Closing Date in an amount equal to the amount of
the Tranche A Term Loan Commitment of such Lender, (b) each Tranche B Term Loan
Lender made a term loan (a "Tranche B Term Loan") to the Canadian Borrower on
the Original Closing Date in an amount equal to the amount of the Tranche B Term
Loan Commitment of such Lender, (c) each Additional Tranche A Term Loan Lender
severally agrees to make a term loan (an "Additional Tranche A Term Loan") to
the Company on the Closing Date in an amount not to exceed the amount of the
Additional Tranche A Term Loan Commitment of such Lender and (d) each Tranche C
Term Loan Lender severally agrees to make a term loan (a "Tranche C Term Loan")
to the Company on the Closing Date in an amount not to exceed the amount of the
Tranche C Term Loan Commitment of such Lender. The Tranche A Term Loans, Tranche
B Term Loans, Additional Tranche A Term Loans and Tranche C Term Loans may from
time to time be Eurodollar Loans or ABR Loans, as determined by the relevant
Borrower and notified to the Administrative Agent in accordance with subsections
2.4 and 2.10.

         2.4. Procedure for Term Loan Borrowings. (a) The Company shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 10:00 A.M., New York City time, one Business Day
prior to the anticipated Closing Date) requesting that the Additional Tranche A
Term Loan Lenders make the Additional Tranche A Team Loans on the Closing Date
and specifying the amount to be borrowed. Upon receipt of such notice the
Administrative Agent shall promptly notify each Additional Tranche A Term Loan
Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing
Date each Additional Tranche A Term Loan Lender shall make available to the
Administrative Agent at the office of the Administrative Agent specified in
subsection 10.2 an amount in immediately available funds equal to the Additional
Tranche A Term Loan or Additional Tranche A Term Loans to be made by such
Lender. The Administrative Agent shall credit to the account of the Company on
the books of such office the aggregate of the amounts made available to the
Administrative Agent by the Additional Tranche A Term Loam Lenders in
immediately available funds.

         (b) The Company shall give the Administrative Agent irrevocable notice
(which notice must be received by the Administrative Agent prior to 10:00 A.M.,
New York City time, one Business Day prior to the anticipated Closing Date)
requesting that the Tranche C Term Loan Lenders make the Tranche C Term Loans on
the Closing Date and specifying the amount to be borrowed. Upon receipt of such
notice the Administrative Agent shall promptly notify each Tranche C Term Loan
Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing
Date each Tranche C Term Loan Lender shall make available to the Administrative
Agent at the office of the Administrative Agent specified in subsection 10.2 an
amount in immediately available funds equal to the Tranche C Tern Loan or
Tranche C Term Loans to be made by such Lender. The Administrative Agent shall
credit to the account of the Company on the books of such office the aggregate
of the amounts made available to the Administrative Agent by the Tranche C Term
Loan Lenders in immediately available funds.

         2.5. Repayment of Term Loans. (a) The Tranche A Term Loan of each
Tranche A Term Loan Lender shall mature in consecutive quarterly installments on
the dates set forth below, each of which shall be in an amount equal to such
Lender's Tranche A Term Loan Percentage multiplied by the amount set forth below
opposite such installment:


                                      -28-





<PAGE>


<TABLE>
<CAPTION>
             Installment                                 Principal Amount
             ---------------------                       ----------------
           <S>                                          <C>
             September 30, 2000                               $625,000
             December 31, 2000                                 625,000
             March 31, 2001                                    625,000
             June 30, 2001                                     625,000
             September 30, 2001                              1,250,000
             December 31, 2001                               1,250,000
             March 31, 2002                                  1,250,000
             June 30, 2002                                   1,250,000
             September 30, 2002                              3,125,000
             December 31, 2002                               3,125,000
             March 31, 2003                                  3,125,000
             June 30, 2003                                   3,125,000
             September 30, 2003                              7,500,000
             December 31, 2003                               7,500,000
             March 31, 2004                                  7,500,000
             June 30, 2004                                   7,500,000
             September 30, 2004                             12,500,000
             December 31, 2004                              12,500,000
             March 31, 2005                                 12,500,000
             April 30, 2005                                 12,500,000
             </TABLE>


         (b) The Additional Tranche A Term Loan of each Additional Tranche A
Term Loan Lender shall mature in consecutive quarterly installments on the dates
set forth below, each of which shall be in an amount equal to such Lender's
Additional Tranche A Term Loan Percentage multiplied by the amount set forth
below opposite such installment:


<TABLE>
<CAPTION>
             Installment                                 Principal Amount
             ---------------------                       ----------------
           <S>                                          <C>
             September 30, 2000                               $312,500
             December 31, 2000                                 312,500
             March 31, 2001                                    312,500
             June 30, 2001                                     312,500
             September 30, 2001                                625,000
             December 31, 2001                                 625,000
             March 31, 2002                                    625,000
             June 30, 2002                                     625,000
             September 30, 2002                              1,562,500
             December 31, 2002                               1,562,500
             March 31, 2003                                  1,562,500
             June 30, 2003                                   1,562,500
             September 30, 2003                              3,750,000
             December 31, 2003                               3,750,000
             March 31, 2004                                  3,750,000
             June 30, 2004                                   3,750,000
             September 30, 2004                              6,250,000
             December 31, 2004                               6,250,000
             </TABLE>


                                      -29-




<PAGE>

<TABLE>
<CAPTION>
             Installment                                 Principal Amount
             ---------------------                       ----------------
           <S>                                          <C>
             March 31, 2005                                  6,250,000
             April 30, 2005                                  6,250,000
</TABLE>


         (c) The Tranche B Term Loan of each Tranche B Term Loan Lender shall
mature in consecutive quarterly installments on the dates set forth below, each
of which shall be in an amount equal to such Lender's Tranche B Term Loan
Percentage multiplied by the amount set forth below opposite such installment:

<TABLE>
<CAPTION>
             Installment                                 Principal Amount
             ---------------------                       ----------------
           <S>                                          <C>
             September 30, 1999                               $375,000 (Paid prior to Closing Date)
             December 31, 1999                                 375,000 (Paid prior to Closing Date)
             March 31, 2000                                    375,000 (Paid prior to Closing Date)
             June 30, 2000                                     375,000 (Paid prior to Closing Date)
             September 30, 2000                                375,000
             December 31, 2000                                 375,000
             March 31, 2001                                    375,000
             June 30, 2001                                     375,000
             September 30, 2001                                375,000
             December 31, 2001                                 375,000
             March 31, 2002                                    375,000
             June 30, 2002                                     375,000
             September 30, 2002                                375,000
             December 31, 2002                                 375,000
             March 31, 2003                                    375,000
             June 30, 2003                                     375,000
             September 30, 2003                                375,000
             December 31, 2003                                 375,000
             March 31, 2004                                    375,000
             June 30, 2004                                     375,000
             September 30, 2004                                375,000
             December 31, 2004                                 375,000
             March 31, 2005                                    375,000
             June 30, 2005                                     375,000
             September 30, 2005                                375,000
             December 31, 2005                                 375,000
             March 31, 2006                                    375,000
             June 30, 2006                                     375,000
             September 30, 2006                             34,875,000
             December 31, 2006                              34,875,000
             March 31, 2007                                 34,875,000
             April 30, 2007                                 34,875,000
</TABLE>


         (d) The Tranche C Term Loan of each Tranche Term Loan Lender shall
mature in consecutive quarterly installments on the dates set forth below, each
of which shall be


                                      -30-





in an amount equal to such Lender's Tranche C Term Loan Percentage multiplied by
the amount set forth below opposite such installment:


<TABLE>
<CAPTION>
             Installment                                 Principal Amount
             ---------------------                       ----------------
           <S>                                          <C>
             December 31, 2000                                $500,000
             March 31, 2001                                    500,000
             June 30, 2001                                     500,000
             September 30, 2001                                500,000
             December 31, 2001                                 500,000
             March 31, 2002                                    500,000
             June 30, 2002                                     500,000
             September 30, 2002                                500,000
             December 31, 2002                                 500,000
             March 31, 2003                                    500,000
             June 30, 2003                                     500,000
             September 30, 2003                                500,000
             December 31, 2003                                 500,000
             March 31, 2004                                    500,000
             June 30, 2004                                     500,000
             September 30, 2004                                500,000
             December 31, 2004                                 500,000
             March 31, 2005                                    500,000
             June 30, 2005                                     500,000
             September 30, 2005                                500,000
             December 31, 2005                                 500,000
             March 31, 2006                                    500,000
             June 30, 2006                                     500,000
             September 30, 2006                                500,000
             December 31, 2006                                 500,000
             March 31, 2007                                 46,875,000
             June 30, 2007                                  46,875,000
             September 30; 2007                             46,875,000
             October 31, 2007                               46,875,000
</TABLE>


         2.6. Repayment of Loans: Evidence of Debt. (a) The Company (or, in the
case of the Tranche B Term Loans, the Canadian Borrower) hereby unconditionally
promises to pay to the Administrative Agent for the account of the appropriate
Revolving Credit Lender or Term Loan Lender, as the case may be, (i) the then
unpaid principal amount of each Revolving Credit Loan of such Revolving Credit
Lender on the Revolving Credit Termination Date (or such earlier date on which
the Loans become due and payable pursuant to Section 8) and (ii) the principal
amount of each Term Loan of such Term Loan Lender in installments according to
the amortization schedule set forth in subsection 2.5 (or on such earlier date
on which the Loans become due and payable pursuant to Section 8). The Company
(or, in a case of the Tranche B Term Loans, the Canadian Borrower) hereby
further agrees to pay interest on the unpaid principal amount of the Loans from
time to time outstanding from the date hereof until payment in full thereof at
the rates per annum, and on the dates, set forth in subsection 2.12.


                                      -31-





<PAGE>

         (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of the Borrowers 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.

         (c) The Administrative Agent, on behalf of the Borrowers, shall
maintain the Register pursuant to subsection 10.6(d), and a subaccount therein
for each Lender, in which shall be recorded (i) the amount of each Loan made
hereunder and any Note evidencing such Loan, 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 Borrowers to each Lender hereunder
and (iii) both the amount of any sum received by the Administrative Agent
hereunder from the Borrowers and each Lender's share thereof.

         (d) The entries made in the Register and the accounts of each Lender
maintained pursuant to subsection 2.6(b) shall, to the extent permitted by
applicable law in the absence of manifest error, be prima facie evidence of the
existence and amounts of the obligations of the Borrowers therein recorded;
provided, however, that the failure of any Lender or the Administrative Agent to
maintain the Register or any such account, or any error therein, shall not in
any manner affect the obligation of either Borrower to repay (with applicable
interest) the Loans made to such Borrower by such Lender in accordance with the
terms of this Agreement.

         (e) The Company (or, in the case of the Tranche B Term Loans, the
Canadian Borrower) agrees that, upon the request to the Administrative Agent by
any Lender, the relevant Borrower will execute and deliver to such Lender a
promissory note of such Borrower evidencing any Term Loans or Revolving Credit
Loans, as the case may be, of such Lender, substantially in the forms of Exhibit
F-1 or F-2, respectively, with appropriate insertions as to date and principal
amount.

         2.7. Commitment Fee. (a) Subject to subsection 2.15(b)(ii), the Company
agrees to pay to the Administrative Agent for the account of each Revolving
Credit Lender a commitment fee for the period from and including the first day
of the Revolving Credit Commitment Period to the Revolving Credit Termination
Date, computed at the Commitment Fee Rate, on the average daily amount of the
Available Revolving Credit Commitment of such Lender during the period for which
payment is made, payable quarterly in arrears on the last day of each March,
June, September and December and on the Revolving Credit Termination Date or
such earlier date as the Revolving Credit Commitments shall terminate as
provided herein.

         (b) The Company agrees to pay to the Agents the fees in the amounts and
on the dates from time to time agreed to in writing by the Company and the
respective Agents.

         2.8. Optional Termination or Reduction of Revolving Credit Commitments.
The Company shall have the right, upon not less than five Business Days' notice
to the Administrative Agent, to terminate the Revolving Credit Commitments or,
from time to time, to reduce the amount of the Revolving Credit Commitments,
provided that no such termination or reduction shall be permitted if, after
giving effect thereto and to any prepayments of the Revolving Credit Loans made
on the effective date thereof, the aggregate principal amount of the

                                      -32-





<PAGE>


Revolving Credit Loans then outstanding, when added to then outstanding L/C
Obligations, would exceed the Revolving Credit Commitments then in effect. Any
such partial reduction shall be in an amount equal to $1,000,000 or a whole
multiple thereof and shall reduce permanently the Revolving Credit Commitments
then in effect.


         2.9. Optional Prepayments; Mandatory Prepayments and Commitment
Reductions. (a) (i) The Company may on the last day of any Interest Period with
respect thereto, in the case of Eurodollar Loans, or at any time and from time
to time, in the case of ABR Loans, prepay the Company Loans, in whole or in
part, without premium or penalty, upon at least three Business Days' irrevocable
notice in the case of Eurodollar Loans, and upon at least one Business Day's
irrevocable notice in the case of ABR Loans, to the Administrative Agent,
specifying the date and amount of prepayment and whether the prepayment is of
(x) Tranche A Term Loans, Additional Tranche A Term Loans, Tranche C Term Loans,
Revolving Credit Loans or a combination thereof and (y) Eurodollar Loans, ABR
Loans or a combination thereof, and, if of a combination thereof, the amount
allocable to each.

         (ii) The Canadian Borrower may on the last day of any Interest Period
     with respect thereto, in the case of Eurodollar Loans, or at any time and
     from time to time, in the case of ABR Loans, prepay the Tranche B Term
     Loans, in whole or in part, without premium or penalty, upon at least three
     Business Days' irrevocable notice in the case of Eurodollar Loans, and upon
     at least one Business Day's irrevocable notice in the case of ABR Loans, to
     the Administrative Agent, specifying the date and amount of prepayment and
     whether the prepayment is of Eurodollar Loans, ABR Loans or a combination
     thereof, and, if of a combination thereof, the amount allocable to each.

         (iii) Upon receipt of any such notice referred to in the foregoing
     clauses (i) and (ii), the Administrative Agent shall promptly notify each
     affected Lender thereof. If any such notice is given, the amount specified
     in such notice shall be due and payable on the date specified therein,
     together with any amounts payable pursuant to subsection 2.19 and, in the
     case of prepayments of the Term Loans only, accrued interest to such date
     on the amount prepaid. Subject to Section 2.9(e), optional prepayment of
     the Tranche B Term Loans and the Tranche C Term Loans shall be accompanied
     by a ratable prepayment of the Tranche A Term Loans and Additional Tranche
     A Term Loans (based on the respective outstanding principal amounts
     thereof) until the Tranche A Term Loans and the Additional Tranche A Term
     Loans are paid in full and then by a ratable reduction in the Revolving
     Credit Commitments (based on the respective outstanding principal amounts
     of the Tranche B Term Loans and Tranche C Term Loans and the aggregate
     amount of the Revolving Credit Commitments). Partial prepayments of the
     Term Loans shall be applied pro rata to the respective installments of
     principal thereof; provided, however, that Revolving Credit Loans, Tranche
     A Term Loans and Additional Tranche A Term Loans may be prepaid without
     prepayment of Tranche B Term Loans or Tranche C Term Loans. Partial
     prepayments shall be in an aggregate principal amount of $1,000,000 or a
     whole multiple thereof.

         (b) If, at any time during the Revolving Credit Commitment Period, the
aggregate Revolving Extensions of Credit exceed the aggregate Revolving Credit
Commitments then in effect, the Company shall, without notice or demand,
immediately repay the Revolving


                                      -33-





<PAGE>



Credit Loans in an aggregate principal amount equal to such excess, together
with interest accrued to the date of such payment or prepayment and any amounts
payable under subsection 2.19. To the extent that after giving effect to any
prepayment of the Revolving Credit Loans required by the preceding sentence, the
aggregate Revolving Extensions of Credit exceed the aggregate Revolving Credit
Commitments then in effect, the Company shall, without notice or demand,
immediately cash collateralize the then outstanding L/C Obligations in an amount
equal to such excess in accordance with paragraph (g) below.

         (c) If any Indebtedness shall be incurred by the Company or any of its
Subsidiaries (other than Indebtedness permitted to be incurred under subsection
7.2, including Indebtedness the proceeds of which are used to finance Permitted
Acquisitions), an amount equal to 100% of the Net Cash Proceeds thereof shall be
applied on the date of such issuance or incurrence toward the prepayment of the
Term Loans and the reduction of the Revolving Credit Commitments as set forth in
subsection 2.9(f) and subject to subsection 2.9(e).

         (d) If on any date the Company or any of its Subsidiaries shall receive
Net Cash Proceeds in excess of $20,000,000 from any Asset Sale or Recovery Event
then (i) unless a Reinvestment Notice shall be delivered in respect thereof,
such Net Cash Proceeds shall be applied on such date toward the prepayment of
the Term Loans and the reduction of the Revolving Credit Commitments as set
forth in subsection 2.9(f) and subject to subsection 2.9(e) or (ii) if a
Reinvestment Notice has been delivered in respect thereof. on each Reinvestment
Prepayment Date, an amount equal to the Reinvestment Prepayment amount with
respect to the relevant Reinvestment Event shall be applied toward the
prepayment of the Term Loans and the reduction of the Revolving Credit
Commitments as set forth in subsection 2.9(f) and subject to subsection 2.9(e).
Notwithstanding the foregoing, all Net Cash Proceeds in excess of $50,000,000
received in any fiscal year during which the Leverage Ratio reflected on any
Compliance Certificate delivered pursuant to subsection 6.2(b) is greater than
4:00 to 1:00 (and in any fiscal year thereafter) shall be applied toward the
prepayment of the Term Loans and the reduction of the Revolving Credit
Commitments as set forth in subsection 2.9(f) and subject to subsection 2.9(e).


         (e) Notwithstanding anything to the contrary in this subsection 2.9,
so long as any Tranche A Term Loans or Additional Tranche A Term Loans are
outstanding, each Tranche B Term Loan Lender and Tranche C Term Loan Lender may,
at its option, decline the portion of any optional or mandatory prepayment
applicable to the Tranche B Term Loans and Tranche C Term Loans of such Lender;
accordingly, with respect to the amount of any prepayment described in this
subsection 2.9 that is allocated to Tranche B Term Loans or Tranche C Term Loans
(such amounts, the "B/C Prepayment Amount") at any time when Tranche A Term
Loans or Additional Tranche A Term Loans remain outstanding, the Canadian
Borrower (with respect to Tranche B Term Loans) and the Company (with respect
to Tranche C Term Loans) will (i) in the case of any optional prepayment which
the Canadian Borrower or the Company, as the case may be, wishes to make, not
later than 20 Business Days prior to the date on which the Canadian Borrower or
the Company, as the case may be, wishes to make such optional prepayment, and
(ii) in the case of any mandatory prepayment required to be made pursuant to
this subsection 2.9, in lieu of applying such amount to the prepayment of
Tranche B Terms Loans or Tranche C Term Loans, as provided in subsection 2.9(f),
on the date specified in this subsection 2.9 for such prepayment, give the
Administrative Agent telephonic notice (promptly confirmed in writing)


                                      -34-





<PAGE>



requesting that the Administrative Agent prepare and provide to each Tranche B
Term Loan Lender and Tranche C Term Loan Lender a notice (each, a "Prepayment
Option Notice") as described below. As promptly as practicable after receiving
such notice from the Canadian Borrower or the Company, as the case may be, the
Administrative Agent will send to each Tranche B Term Loan Lender and Tranche C
Term Loan Lender a Prepayment Option Notice, which shall be in the form of
Exhibit G, and shall include an offer by the Canadian Borrower or the Company,
as the case may be, to prepay on the date (each a "Prepayment Date") that is 10
Business Days after the date of the Prepayment Option Notice the Tranche B Term
Loans and Tranche C Term Loans of such Lender by an amount equal to the portion
of the B/C Prepayment Amount indicated in such Lender's Prepayment Option Notice
as being applicable to such Lender's Tranche B Term Loans and Tranche C Term
Loans. On the Prepayment Date (i) the Canadian Borrower or the Company, as the
case may be, shall pay to the Administrative Agent the aggregate amount
necessary to prepay that portion of the outstanding Tranche B Term Loans and
Tranche C Term Loans in respect of which Tranche B Term Loan Lenders and
Tranche C Term Loan Lenders have accepted prepayment as described above (such
Lenders, the "Accepting Lenders"), and such amount shall be applied to reduce
the B/C Prepayment Amount with respect to each Accepting Lender and (ii) the
Canadian Borrower or the Company, as the case may be, shall pay to the
Administrative Agent an amount equal to the portion of the B/C Prepayment
Amount not accepted by the Accepting Lenders, and such amount shall be applied
to the prepayment of the Tranche A Term Loans and the Additional Tranche A Term
Loans, as well as the Tranche B Term Loans held by Tranche B Term Loan Lenders
who are Accepting Lenders and the Tranche C Term Loans held by Tranche C Term
Loan Lenders who are Accepting Lenders (ratably based on the respective
outstanding principal amounts thereof); provided that any Tranche B Term Loan
Lender or Tranche C Term Loan Lender that has not, prior to the applicable
Prepayment Date, accepted or rejected a prepayment in response to the delivery
of the applicable Prepayment Option Notice shall be deemed to be an Accepting
Lender with respect to such prepayment. Notwithstanding anything in this
subsection 2.9(e) to the contrary, the procedures set forth in this
subsection 2.9(e) shall not be applied in connection with a prepayment pursuant
to subsection 2.9(c) or (d) on or prior to the Five-Year Anniversary Date at any
time after the Five-Year Threshold Amount has been prepaid to the Tranche B
Term Loan Lenders.

         (f) Subject to subsections 2.9(e) and (i), amounts to be applied in
connection with prepayments and Revolving Credit Commitment reductions made
pursuant to subsection 2.9(c) or (d) shall be applied, first, to the prepayment
of the Term Loans and, second, to reduce permanently the Revolving Credit
Commitments. Any such reduction of the Revolving Credit Commitments shall be
accompanied by prepayment of the Revolving Credit Loans to the extent, if any,
that the Total Revolving Extensions of Credit exceed the amount of the Total
Revolving Credit Commitments as so reduced, provided that if the aggregate
principal amount of Revolving Credit Loans then outstanding is less than the
amount of such excess (because L/C Obligations constitute a portion thereof),
the Company shall, to the extent of the balance of such excess, replace
outstanding Letters of Credit and/or deposit an amount in cash in a cash
collateral account established with the Administrative Agent for the benefit of
the Lenders in accordance with paragraph (g) below. Unless otherwise instructed
by the Company, the application of any prepayment pursuant to this subsection
shall be made first to ABR Loans and second to Eurodollar Loans. Each prepayment
of the Loans under this subsection 2.9 (except in the case of


                                      -35-





<PAGE>


Revolving Credit Loans that are ABR Loans) shall be accompanied by accrued
interest to the date of such prepayment on the amount prepaid and any amounts
payable under subsection 2.19.

         (g) The cash collateralization of L/C Obligations shall be accomplished
by the Company depositing an amount equal to such L/C Obligations in a cash
collateral account opened by the Administrative Agent. This account shall bear
interest which shall, so long as no Event of Default has occurred and is
continuing, be payable to the Company (and, if an Event of Default shall have
occurred, such interest shall remain in such account until such Event of Default
ceases to exist or the Administrative Agent has applied such interest to payment
of the Obligations). The Company shall have no right to withdraw any amount from
such cash collateral account; provided that, so long as no Default or Event of
Default has occurred and is continuing or would result therefrom, the
Administrative Agent shall, at the request of the Company, from time to time,
release an amount of cash collateral equal to the excess of all cash collateral
then on deposit in such cash collateral account over the then outstanding L/C
Obligations and accrued interest thereon. The Company hereby grants to the
Administrative Agent, for the benefit of the Issuing Banks and the Participating
Banks, a security interest in such cash collateral account and the cash
collateral (in whatever form) therein and the proceeds thereof to secure all
such L/C Obligations. Amounts held in such cash collateral account shall be
applied by the Administrative Agent to the payment of such L/C Obligations. The
Company shall execute and deliver to the Administrative Agent, for the account
of the Issuing Banks and the Participating Banks, such further documents and
instruments as the Administrative Agent may reasonably request to evidence the
creation and perfection of such security interest in such cash collateral
account.

         (h) Each payment (including each prepayment) by the Borrowers on
account of principal of and interest on the Term Loans shall be made pro rata
according to the respective outstanding principal amounts of the Term Loans then
held by the Term Loan Lenders (except as otherwise provided in paragraphs (a)
and (e) above and paragraph (i) below). The amount of each principal prepayment
of the Term Loans shall be applied to reduce the then remaining installments of
the Tranche A Term Loans, the Additional Tranche A Term Loans, the Tranche B
Term Loans and the Tranche C Term Loans, as the case maybe, pro rata based upon
the then remaining principal amount thereof. Amounts prepaid on account of the
Term Loans may not be reborrowed.

         (i) Notwithstanding anything to the contrary in subsection 2.9, unless
an Event of Default shall have occurred and be continuing, in no event shall the
Net Cash Proceeds required to be applied to the prepayment of Tranche B Term
Loans pursuant to subsection 2.9(c) or (d) during the period from and after
the Closing Date to and including the date which is five years after the
Original Closing Date (the "Five-Year Anniversary Date") be applied so that the
aggregate principal amount of the Tranche B Term Loans so prepaid, taken
together with any repayments in respect of Tranche B Term Loans required to be
made during such period pursuant to subsection 2.5(b), exceed 25% of the
aggregate principal amount of Tranche B Term Loans made by the Tranche B Term
Loan Lenders on the Original Closing Date (the "Five-Year Threshold Amount").
If, on or before the Five-Year Anniversary Date, the Five-Year Threshold Amount
has been prepaid to the Tranche B Term Loan Lenders and no other Obligations
remain outstanding to which mandatory prepayments may be allocated in accordance
with subsection 2.9(f), then the amount of any mandatory prepayment which would
be required but for the

                                     -36-





<PAGE>


application of the foregoing terms of this subsection 2.9(i) shall be deemed to
be an excess mandatory prepayment (an "Excess Mandatory Prepayment"). Upon the
occurrence and during the continuance of any Event of Default and, in any event,
on the first Business Day following the Five-Year Anniversary Date, all Excess
Mandatory Prepayments (net of the aggregate amount of mandatory prepayments made
to the Tranche A Term Loan Lenders, the Additional Tranche A Term Loan Lenders,
the Tranche C Term Loan Lenders and the Revolving Credit Lenders and reductions
of Revolving Credit Commitments as a result of the operation of this subsection
2.9(i) during the period commencing with the date on which the Five-Year
Threshold Amount has been prepaid to the Tranche B Term Loan Lenders and ending
on the date on which such Event of Default occurred (or the Five-Year
Anniversary Date, as the case may be)) shall become immediately due and payable
and shall be applied to prepay on a pro rata basis all then remaining scheduled
repayments of principal of Tranche B Term Loans set forth in subsection 2.5(c).

         2.10. Conversion and Continuation Options. (a) The applicable Borrower
may elect from time to time to convert Eurodollar Loans to ABR Loans by giving
the Administrative Agent at least two Business Days' prior irrevocable notice of
such election, provided that any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto. The applicable
Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by
giving the Administrative Agent at least three Business Days' prior irrevocable
notice of such election. Any such notice of conversion to Eurodollar Loans shall
specify the length of the initial Interest Period or Interest Periods therefor.
Upon receipt of any such notice the Administrative Agent shall promptly notify
each affected Lender thereof. All or any part of outstanding Eurodollar Loans
and ABR Loans may be converted as provided herein, provided that (i) no Loan may
be converted into a Eurodollar Loan under a particular Facility when any Event
of Default has occurred and is continuing and the Administrative Agent has or
the Majority Facility Lenders under such Facility have determined not to permit
such conversions and (ii) no Loan under a particular Facility may be
converted into a Eurodollar Loan after the date that is one month prior to the
final scheduled termination or maturity date of such Facility.

         (b) Any Eurodollar Loans may be continued as such upon the expiration
of then current Interest Period with respect thereto by the applicable Borrower
giving notice to the Administrative Agent, in accordance with the applicable
provisions of the term "Interest Period" set forth in subsection 1.1, of the
length of the next Interest Period to be applicable to such Loans, provided that
no Eurodollar Loan under a particular Facility may be continued as such (i) when
any Event of Default has occurred and is continuing and the Administrative Agent
has or the Majority Facility Lenders under such Facility have determined not to
permit such continuations or (ii) after the date that is one month prior to the
final scheduled termination or maturity date of such Facility and provided,
further, that if the applicable Borrower shall fail to give any required notice
as described above in this paragraph or if such continuation is not permitted
pursuant to the preceding proviso such Loans shall be automatically converted to
ABR Loans on the last day of such then expiring Interest Period.

         2.11. Minimum Amounts of Tranches. All borrowings, conversions and
continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, the aggregate


                                      -37-





<PAGE>



principal amount of the Loans comprising each Eurodollar Tranche small be equal
to $5,000,000 or a whole multiple of $1,000,000 in excess thereof.

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

         (b) Each ABR Loan shall bear interest at a rate per annum equal to the
ABR plus the Applicable Margin.

         (c) If all or a portion of (i) the principal amount of any Loan, (ii)
any interest payable thereon or (iii) any commitment fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum which is (x) in the case of overdue principal, the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this
subsection plus 2% or (y), to the extent permitted by applicable law, in the
case of overdue interest, commitment fee or other amount, the rate described in
paragraph (b) for the applicable Facility (or, if there is no applicable
Facility, for the Revolving Credit Facility) of this subsection plus 2%, in each
case from the date of such nonpayment until such amount is paid in full (as well
after as before judgment).

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

         2.13. Computation of Interest and Fees. (a) Commitment fees,
commissions and interest shall be calculated on the basis of a 360 day year for
the actual days elapsed, except that, with respect to ABR Loans the rate of
interest on which is calculated on the basis of the Prime Rate, interest thereon
shall be calculated on the basis of a 365- (or 366-, as the case may be) day
year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrowers and the affected Lenders of each determination
of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the ABR or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as practicable notify the
Borrowers and the affected Lenders of the effective date and the amount of each
such change in interest rate.

         (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrowers and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of either Borrower, deliver to such
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to subsection 2.12(a).

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


                                       -38-





<PAGE>



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

         (b) the Administrative Agent shall have received notice from the
Majority Facility Lenders in respect of the relevant Facility that the
Eurodollar Rate determined or to be determined for such Interest Period will not
adequately and fairly reflect the cost to such Lenders (as conclusively
certified by such Lenders) of making or maintaining their affected Loans during
such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrowers and the relevant Lenders as soon as practicable thereafter. If such
notice is given (x) any Eurodollar Loans under the relevant Facility requested
to be made on the first day of such Interest Period shall be made as ABR Loans,
(y) any Loans under the relevant Facility that were to have been converted on
the first day of such Interest Period to Eurodollar Loans under the relevant
Facility shall be converted to or continued as ABR Loans and (z) any outstanding
Eurodollar Loans under the relevant Facility shall be converted, on the first
day of such Interest Period, to ABR Loans. Until such notice has been withdrawn
by the Administrative Agent, no further Eurodollar Loans under the relevant
Facility shall be made or continued as such, nor shall either Borrower have the
right to convert Loans under the relevant Facility to Eurodollar Loans.

         2.15. Pro Rata Treatment and Payments. (a) Each borrowing by the
relevant Borrower from the Lenders hereunder, each payment by the Company on
account of any commitment fee hereunder and any reduction of the Commitments of
the Lenders shall be made pro rata according to the respective Tranche A Term
Loan Percentages, Additional Tranche A Term Loan Percentages, Tranche B Term
Loan Percentages, Tranche C Term Loan Percentages or Revolving Credit Commitment
Percentages, as the case may be, of the relevant Lenders. Each payment (other
than prepayments) on account of principal of and interest on the Loans, each
payment in respect of fees payable hereunder and each payment in respect of
Reimbursement Obligations shall be applied to the amounts of such obligations
owing to the Lenders pro rata according to the respective amounts then due and
owing to the Lender, except to the extent otherwise required by subsection
2.9(e), by clause (ii) of subsection 2.15(b), by subsection 2.18 or by
subsection 2.21. All payments (including prepayments) to be made by the
Borrowers hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without set off or counterclaim and shall be made prior
to 12:00 Noon, New York City time, on the due date thereof to the Administrative
Agent, for the account of the Lenders, at the Administrative Agent's office
specified in subsection 10.2, in Dollars and in immediately available funds. The
Administrative Agent shall distribute such payments to the Lenders promptly upon
receipt in like funds as received. If any payment hereunder (other than payments
on the Eurodollar Loans) becomes due and payable on a day other than a Business
Day, such payment shall be extended to the next succeeding Business Day, and,
with respect to payments of principal, interest thereon shall be payable at then
applicable rate during such extension. If any payment on a Eurodollar Loan
becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Business Day. In
the case of any extension of any payment of


                                      -39-





<PAGE>


principal pursuant to the preceding two sentences, interest thereon shall be
payable at the then applicable rate during such extension.

         (b) Unless the Administrative Agent shall have been notified in writing
by any Lender prior to a borrowing that such Lender will not make the amount
that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the relevant
Borrower a corresponding amount. If such amount is not made available to the
Administrative Agent by the required time on the Borrowing Date therefor, such
Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to the daily average Federal Funds Effective
Rate for the period until such Lender makes such amount immediately available to
the Administrative Agent. A certificate of the Administrative Agent submitted to
any Lender with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error. If such Lender's share of such
borrowing is not made available to the Administrative Agent by such Lender (any
such Lender, a "Non-Funding Lender") within three Business Days of such
Borrowing Date, (i) the Administrative Agent shall also be entitled to recover
such amount with interest thereon at the rate per annum applicable to ABR
Loans under the relevant Facility, on demand, from the relevant Borrower
(provided that, in any such case, any amount made available by the
Administrative Agent to the Canadian Borrower for the account of such
Non-Funding Lender shall not constitute the making available of a Tranche B Term
Loan if the Canadian Borrower refunds such amount pursuant to this clause (i)),
(ii) the commitment fee of such Non-Funding Lender referred to in subsection 2.7
shall not accrue during the period commencing on such Borrowing Date and ending
on the date on which such Non-Funding Lender makes available to the
Administrative Agent its share of such borrowing and (iii) the relevant Borrower
shall have the right to replace such Non-Funding Lender in accordance with
subsection 2.21.

         2.16. Illegality. Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof by any central bank or other Governmental Authority shall
make it unlawful for any Lender to make or maintain Eurodollar Loans as
contemplated by this Agreement (a) the commitment of such Lender hereunder to
make Eurodollar Loans, continue Eurodollar Loans as such and convert ABR Loans
to Eurodollar Loans shall forthwith be cancelled; provided that any request by
the relevant Borrower pursuant to subsection 2.2, 2.4 or 2.10 for a Eurodollar
Loan shall, as to such Lender, be deemed to be a request for an ABR Loan, and
(b) such Lender's Loans then outstanding as Eurodollar Loans, if any, shall be
converted automatically to ABR Loans on the respective last days of then current
Interest Periods with respect to such Loans or within such earlier period as
required by law. If any such conversion of a Eurodollar Loan occurs on a day
which is not the last day of then current Interest Period with respect thereto,
the relevant Borrower shall pay to such Lender such amounts, if any, as may be
required pursuant to subsection 2.19.

         2.17. Requirements of Law. (a) If the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof by any
central bank or other Governmental Authority or compliance by any Lender with
any request or directive (whether or



                                      -40-




<PAGE>


not having the force of law) from any central bank or other Governmental
Authority made subsequent to the Closing Date (or, if later, the date on which
such Lender becomes a Lender):

         (i) shall subject any Lender to any tax of any kind whatsoever with
     respect to this Agreement, any Letter of Credit, any Application or any
     Eurodollar Loan made by it, or change the basis of taxation of payments to
     such Lender in respect thereof (except for Non-Excluded Taxes and changes
     in the rate of net income taxes, branch profits taxes or franchise taxes
     imposed in lieu of net income taxes of such Lender);

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

         (iii) shall impose on such Lender any other condition (excluding any
     tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender reasonably deems to be material, of making,
converting into, continuing or maintaining Eurodollar Loans or issuing or
participating in Letters of Credit or to reduce any amount receivable hereunder
in respect thereof, then, in any such case, the relevant Borrower shall promptly
pay such Lender, within 15 days after receipt by such Borrower of a certificate
referred to in the second succeeding sentence, any additional amounts necessary
to compensate such Lender for such increased cost or reduced amount receivable.
If any Lender becomes entitled to claim any additional amounts pursuant to this
subsection, it shall promptly notify the relevant Borrower, through the
Administrative Agent, of the event by reason of which it has become so entitled.
A certificate as to any additional amounts payable pursuant to this subsection
(setting forth in reasonable detail the calculations of such amounts)
submitted by such Lender, through the Administrative Agent, to the relevant
Borrower shall be conclusive in the absence of manifest error. This covenant
shall survive for one hundred eighty (180) days after the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

         (b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof by any Governmental Authority or
compliance by such Lender or any corporation controlling such Lender with any
request or directive regarding capital adequacy (whether or not having the force
of law) from any Governmental Authority made subsequent to the Closing Date (or,
if later, the date on which such Lender becomes a Lender) does or shall have the
effect of reducing the rate of return on such Lender's or such corporation's
capital as a consequence of its obligations hereunder or under any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such change or compliance (taking into consideration such
Lender's or such corporation's policies with respect to capital adequacy) by an
amount reasonably deemed by such Lender to be material, then from time to time,
after submission by such Lender to the relevant Borrower (with a copy to the
Administrative Agent) of a written request therefor (setting forth in reasonable
detail the calculations of amounts to be

                                      -41-





<PAGE>



paid hereunder as a result thereof), such Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender for such reduction.

         2.18. Taxes. (a) All payments made by the Borrowers under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding net income taxes or branch profits taxes or franchise taxes
imposed in lieu of net income taxes imposed on any Agent or any Lender as a
result of a present or former connection between such Agent or such Lender and
the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from such Agent or such Lender having executed,
delivered or performed its obligations or received a payment under, or
enforced, this Agreement or any other Loan Document). If any such non-excluded
taxes, levies, imposts, duties, charges, fees, deductions or withholdings
("Non-Excluded Taxes") are required to be withheld from any amounts payable to
any Agent or any Lender hereunder, the amounts so payable to such Agent or such
Lender shall be increased to the extent necessary to yield to such Agent or such
Lender (after payment of all Non-Excluded Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement and the Notes, provided, however, that the Borrowers shall be entitled
to deduct and withhold any Non-Excluded Taxes and neither Borrower shall be
required to increase any such amounts payable to any Lender that fails to comply
with the requirements of paragraph (b) of this subsection. Each Lender shall
promptly notify each Borrower of a change in such Lender's tax status that would
require the Borrower to withhold and/or pay any amounts under this paragraph
(a). Whenever any Non-Excluded Taxes are payable by either Borrower, as promptly
as possible thereafter such Borrower shall send to the Applicable Agent for its
own account or for the account of such Lender, as the case may be, a certified
copy of an original official receipt received by such Borrower showing payment
thereof. If either Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to such Agent the required
receipts or other required documentary evidence within 30 days of the later of
written request therefor by any Agent or such Lender and the date such receipt
or evidence first becomes available to such Borrower, such Borrower shall
indemnify the Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by any Agent or any Lender as a result of any
such failure. The agreements in this subsection shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

         (b) Each Lender that is not a United States person as defined in
Section 7701(a)(30) of the Code shall:

         (X) (i) before the first payment date after it becomes a party to this
     Agreement deliver to the Borrowers and the Administrative Agent two duly
     completed copies of (A) Internal Revenue Service Form W8BEN, in the case of
     a Lender claiming treaty benefits with respect to payments under this
     Agreement and any Notes, or Internal Revenue Service Form W8ECI, in the
     case of a Lender claiming payments under this Agreement and any Notes are
     effectively connected with the conduct of a trade or business within the
     United States, or successor applicable form, as the case may be, covering
     all amounts receivable by it under this Agreement and any Notes, together
     with

                                      -42-





<PAGE>


     such other forms, documentation or certifications as may be necessary to
     establish an available exemption from deduction or withholding of U.S.
     federal income taxes with respect to payments under this Agreement and any
     Notes;

         (ii) deliver to the Borrowers and the Administrative Agent two further
     copies of any such form or certification on or before the date that any
     such form, documentation, or certification expires or becomes obsolete
     and after the occurrence of any event requiring a change in the most
     recent form previously delivered by it to the Borrowers; and

         (iii) obtain such extensions of time for filing and file such forms,
     documentation or certifications as may reasonably be requested by the
     Borrowers or the Administrative Agent; and

         (Y) in the case of any such Lender that is not a "bank" within the
     meaning of Section 881(c)(3)(A) of the Code and that cannot comply with the
     requirements of subsection 2.18(b)(X) above, (i) represent to the Borrowers
     (for the benefit of the Borrowers and the Agents) that it is not a bank
     within the meaning of Section 881(c)(3)(A) of the Code, (ii) agree to
     furnish to the Borrowers on or before the date of any payment by either
     Borrower, with a copy to the Administrative Agent, (A) a certificate
     substantially in the form of Exhibit H (any such certificate a "U.S. Tax
     Compliance Certificate") and (B) two accurate and complete original
     signed copies of Internal Revenue Service Form W-8BEN, or successor
     applicable form certifying to  such Lender's legal entitlement at the
     date of such certificate to an exemption from U.S. withholding tax under
     the provisions of Section 871(h) or 881(c) of the Code with respect to
     payments to be made under this Agreement and any Notes (and to deliver to
     the Borrowers and the Administrative Agent two further copies of such form
     on or before the date it expires or becomes obsolete and after the
     occurrence of any event requiring a change in the most recently provided
     form, and, if necessary, obtain any extensions of time reasonably requested
     by the Borrowers or the Administrative Agent for filing and completing such
     forms), and (iii) agree, to the extent legally entitled to do so, upon
     reasonable request by the Borrowers, to provide to the Borrowers (for the
     benefit of the Borrowers and the Agents) such other forms, documentation
     or certification as may be reasonably required in order to establish the
     legal entitlement of such Lender to an exemption from withholding with
     respect to payments under this Agreement and any Notes;


unless in any such case any change in treaty, law or regulation has occurred
after the date on which such Lender becomes a Lender under this Agreement which
renders all such forms inapplicable or which would prevent such Lender from duly
completing and delivering any such form with respect to it and such Lender so
advises the Borrowers and the Administrative Agent. Such Lender shall certify
(i) in the case of a Lender claiming treaty benefits with respect payments under
this Agreement and any Notes, or in the case of a Lender claiming amounts
receivable by it under this Agreement any Notes are effectively connected with
the conduct of a trade or business within the United States, that it is entitled
to receive payments under this Agreement and any Notes without deduction or
withholding of any United States federal income taxes and (ii) that it is
entitled to an exemption from United States backup withholding tax. Each



                                        -43-





<PAGE>


Person that shall become a Lender or a Participant pursuant to subsection 10.6
shall, upon the effectiveness of the related transfer, be required to provide
all of the forms, documentation or certifications required pursuant to this
subsection, provided that in the case of a Participant such Participant shall
furnish all such required forms, documentation or certifications to the Lender
from which the related participation shall have been purchased, and such Lender
shall in turn furnish all such required forms (including without limitation
Internal Revenue Service Form W-81MY), documentation and certifications to the
Borrowers and the Administrative Agent, together with such other forms,
documentation or certifications as may be necessary to establish an available
exemption from deduction or withholding of U.S. federal income taxes on payments
under this Agreement and any Notes. Notwithstanding the foregoing, a Lender (or
a Participant) that becomes a Lender (or a Participant) pursuant to the
Intercreditor Risk-Sharing Agreement will not be required to provide any such
forms, documentation or certification that it is not legally able to deliver.

         (c) If any Lender or the Administrative Agent shall become aware in its
sole and good faith judgment that it is entitled to receive a refund in respect
of Non-Excluded Taxes as to which it has received additional amounts from either
Borrower pursuant to subsection 2.18(a), it shall promptly notify such Borrower
of the availability of such refund and within 30 days after receipt of a request
by such Borrower, apply for such refund at such Borrower's expense. If any
Lender or the Administrative Agent receives a refund in respect of Non-Excluded
Taxes as to which it has received additional amounts from either Borrower
pursuant to subsection 2.18(a), it shall promptly repay such refund to such
Borrower, provided, however, that if any Lender or the Administrative Agent
receives a refund which it must subsequently return to the applicable taxing
authority after such Borrower has already been repaid, such Borrower agrees to
promptly return the amount of such repayment to the Lender or Administrative
Agent.

         (d) For the purposes of this subsection 2.18 and subsection 2.17, a
change in treaty, law, rule or regulation shall not include (i) the ratification
or entry into force of the income tax treaty between the United States and
Luxembourg or (ii) the new United States withholding regulations (Treasury
Decision 8734 and Treasury Decision 8804) which became effective on January 1,
2000.

         2.19. Indemnity. Each Borrower agrees to indemnify each Lender and to
hold each Lender harmless from any reasonably foreseeable loss or expense which
such Lender may sustain or incur caused by (a) default by such Borrower in
making a borrowing of, conversion into or continuation of Eurodollar Loans after
such Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by such Borrower in making any
prepayment after such Borrower has given a notice thereof in accordance with the
provisions of this Agreement or (c) the making of a payment or prepayment of
Eurodollar Loans on a day which is not the last day of an Interest Period with
respect thereto. Such indemnification shall include an amount equal to the
excess, if any, of (i) the amount of interest which would have accrued on the
amount so prepaid, or not so borrowed, converted or continued, for the period
from the date of such prepayment or of such failure to borrow, convert or
continue to the last day of such Interest Period (or, in the case of a failure
to borrow, convert or continue, the Interest Period that would have commenced on
the date of such failure) in each case at the applicable rate of interest for
such Loans provided for herein (excluding, however, the



                                      -44-










<PAGE>

Applicable Margin included therein, if any) over (ii) the amount of interest (as
reasonably determined by such Lender) which would have accrued to such Lender on
such amount by placing such amount on deposit for a comparable period with
leading banks in the interbank eurodollar market. This covenant shall survive
the termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.

        2.20. Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of subsection 2.17 or
2.18(a) with respect to such Lender, it will, if requested by the Borrowers,
use reasonable efforts (subject to overall policy considerations of such Lender)
to designate another lending office for any Loans affected by such event with
the object of avoiding the consequences of such event including avoiding the
need for, or reducing the amounts of, additional costs of the Borrowers pursuant
to subsection 2.17 or 2.18(a); provided, that such designation is made on terms
that, in the sole judgment of such Lender, cause such Lender and its lending
office(s) to suffer no economic, legal or regulatory disadvantage, and
provided, further, that nothing in this subsection shall affect or postpone
any of the obligations of either Borrower or the rights of any Lender pursuant
to subsection 2.17 or 2.18(a).

        2.21. Replacement of Lenders under Certain Circumstances. The Borrowers
shall be permitted to replace any Lender which (a) requests reimbursement for
amounts owing pursuant to Section 2.17 or 2.18 or (b) defaults in its obligation
to make Loans hereunder, with a replacement financial institution; provided that
(i) such replacement does not conflict with any Requirement of Law, (ii) no
Event of Default shall have occurred and be continuing at the time of such
replacement, (iii) prior to any such replacement, such Lender shall not have
designated a different lending office under subsection 2.20 so as to eliminate
the continued need for payment of amounts owing pursuant to Section 2.17 or
2.18, (iv) the replacement financial institution shall purchase, at par, all
Loans and other amounts owing to such replaced Lender on or prior to the date of
replacement, (v) the relevant Borrower or Borrowers shall be liable to such
replaced Lender under subsection 2.19 if any Eurodollar Loan owing to such
replaced Lender shall be purchased other than on the last day of the Interest
Period relating thereto, (vi) the replacement financial institution, if not
already a Lender, shall be reasonably satisfactory to the Administrative Agent,
(vii) the replaced Lender shall be obligated to make such replacement in
accordance with the provisions of subsection 10.6 (provided that the relevant
Borrower or Borrowers shall be obligated to pay the registration and processing
fee referred to therein), (viii) until such time as such replacement shall be
consummated, the relevant Borrower or Borrowers shall pay all additional
amounts (if any) required pursuant to subsection 2.17 or 2.18, as the case may
be, and (ix) any such replacement shall not be deemed to be a waiver of any
rights which either Borrower, the Administrative Agent or any other Lender shall
have against the replaced Lender.

                          SECTION 3. LETTERS OF CREDIT

        3.1. L/C Commitment. (a) Subject to the terms and conditions hereof,
each Issuing Bank, in reliance on the agreements of the Lenders set forth in
subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit") for
the account of the Company on any Business Day during the Revolving Credit
Commitment Period in such form as may be approved from time to time by such
Issuing Bank; provided that neither Issuing Bank shall have any obligation

                                      -45-







<PAGE>

to issue any Letter of Credit if, after giving effect to such issuance, (i) the
L/C Obligations would exceed the L/C Commitment or (ii) the aggregate Available
Revolving Credit Commitments would be less than zero.

        (b) Each Letter of Credit shall be denominated in Dollars and shall
expire no later than the earlier of (i) 365 days after its date of issuance and
(ii) five Business Days prior to the Revolving Credit Termination Date, provided
that any Letter of Credit with a one-year term may provide for an annual renewal
(which shall in no event extend beyond the date referred to in clause (ii)
above) if such renewal is consented to by the applicable Issuing Bank and all
conditions precedent to the issuance of Letters of Credit are met at the time of
such renewal.

        (c) Each Letter of Credit shall be subject to the Uniform Customs and,
to the extent not inconsistent therewith, the laws of the State of New York.

        (d) No Issuing Bank shall at any time be obligated to issue any Letter
of Credit hereunder if such issuance would conflict with, or cause such Issuing
Bank or any Participating Bank to exceed any limits imposed by, any applicable
Requirement of Law.

        (e) The letters of credit listed on Schedule IV shall be deemed to be
Letters of Credit issued under this Agreement on the Closing Date.

        3.2. Procedure for Issuance of Letters of Credit. The Company may from
time to time request that an Issuing Bank issue a Letter of Credit by delivering
to such Issuing Bank at its address for notices specified herein an Application
therefor, completed to the satisfaction of such Issuing Bank, and such other
certificates, documents and other papers and information as such Issuing Bank
may reasonably request. Upon receipt of any Application, such Issuing Bank will
process such Application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no even shall an Issuing Bank be required to issue any Letter of
Credit earlier than three Business Days after its receipt of the Application
therefor and all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such Letter of Credit
to the beneficiary thereof or as otherwise may be agreed by such Issuing Bank
and the Company. The Issuing Bank shall furnish a copy of such Letter of Credit
to the Company and to each Participating Bank promptly following the issuance
thereof.

        3.3. Fees, Commissions and Other Charges. (a) a Company will pay a fee
on all outstanding Letters of Credit at a per annum rate equal to the Applicable
Margin then in effect with respect to Eurodollar Loans under the Revolving
Credit Facility, shared ratably among the Revolving Credit Lenders and payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date. In
addition, the Company shall pay to the Issuing Lender for its own account a
fronting fee of 1/10 of 1% per annum, payable quarterly in arrears on each L/C
Fee Payment Date after the Issuance Date.

        (b) In addition to the foregoing fees and commissions, the Company shall
pay or reimburse each Issuing Bank for such normal and customary costs and
expenses as are incurred or charged by such Issuing Bank in issuing, effecting
payment under, amending or

                                      -46-






<PAGE>


otherwise administering any Letter of Credit; provided that such costs and
expenses are not paid by the Company under subsections 2.19, 3.5 and/or 10.5
of this Agreement.

        3.4. L/C Participations. (a) Each Issuing Bank irrevocably agrees to
grant and hereby grants to each Participating Bank, and, to induce the Issuing
Banks to issue Letters of Credit hereunder, each Participating Bank irrevocably
agrees to accept and purchase and hereby accepts and purchases from each Issuing
Bank, on the terms and conditions hereinafter stated, for such Participating
Bank's own account and risk an undivided interest equal to such Participating
Bank's Revolving Credit Percentage in the relevant Issuing Bank's obligations
and rights under each Letter of Credit issued by it hereunder in accordance with
the terms hereof and the amount of each draft paid by such Issuing Bank
thereunder. Each Participating Bank unconditionally and irrevocably agrees with
each Issuing Bank that, if a draft is paid under any Letter of Credit for which
such Issuing Bank is not reimbursed in full by the Company in accordance with
the terms of this Agreement, such Participating Bank shall pay to such Issuing
Bank upon demand at such Issuing Bank's address for notices specified herein an
amount equal to such Participating Bank's Revolving Credit Percentage of the
amount of such draft, or any part thereof, which is not so reimbursed.

        (b) If any amount required to be paid by any Participating Bank to an
Issuing Bank pursuant to paragraph 3.4(a) in respect of any unreimbursed portion
of any payment made by such Issuing Bank under any Letter of Credit is paid to
such Issuing Bank after the date such payment is due, such Participating Bank
shall pay to such Issuing Bank on demand an amount equal to the product of (i)
such amount, times (ii) the daily average federal funds rate, as quoted by such
Issuing Bank, during the period from and including the date such payment is
required to the date on which such payment is immediately available to such
Issuing Bank, times (iii) a fraction the numerator of which is the number of
days that elapse during such period and the denominator of which is 360. A
certificate of an Issuing Bank submitted to any Participating Bank with respect
to any amounts owing under this subsection shall be conclusive in the absence of
manifest error.

        (c) Whenever, at any time after an Issuing Bank has made payment under
any Letter of Credit and has received from any Participating Bank its pro rata
share of such payment in accordance with subsection 3.4(a), the Issuing Bank
receives any payment related to such Letter of Credit (whether directly from the
Company or otherwise, including proceeds of collateral applied thereto by such
Issuing Bank), or any payment of interest on account thereof, such Issuing Bank
will distribute to such Participating Bank its pro rata share thereof; provided,
however, that in the event that any such payment received by an Issuing Bank
shall be required to be returned by such Issuing Bank, such Participating Bank
shall return to such Issuing Bank the portion thereof previously distributed by
such Issuing Bank to it.

        3.5. Reimbursement Obligation of the Company. (a) The Company agrees to
reimburse each Issuing Bank on each date on which such Issuing Bank notifies the
Company of the date and amount of a draft presented under any Letter of Credit
and paid by such Issuing Bank for the amount of (i) such draft so paid and (ii)
any stamp taxes, fees, charges or other costs or expenses incurred by such
Issuing Bank in connection with such payment. Each such payment shall be made to
such Issuing Bank at its address for notices specified herein in lawful money of
the United States of America and in immediately available funds.


                                      -47-






<PAGE>




        (b) Subject to paragraph (c) immediately below, interest shall be
payable on any and all amounts remaining unpaid by the Company under this
subsection from the date such amounts become payable (whether at stated
maturity, by acceleration or otherwise) until payment in full at the rate
which would be payable on any outstanding ABR Loans under the Revolving
Credit Facility which were then overdue.

        (c) So long as each of the conditions precedent specified in subsection
5.3 is satisfied at such time, each drawing under any Letter of Credit shall
constitute a request by the Company to the Administrative Agent for a borrowing
pursuant to section 2.2 of ABR Loans under the Revolving Credit Facility in an
amount equal to the lesser of (i) the then aggregate Available Revolving Credit
Commitments and (ii) the amount of such drawing. The Borrowing Date with respect
to such borrowing shall be the date of such drawing. Each Revolving Credit
Lender will make the amount of its pro rata share of such borrowing available to
the Administrative Agent at its office specified in subsection 10.2 by the close
of business on such Borrowing Date (if such Lender receives notice of such
borrowing in sufficient time to fund its portion of such borrowing on such Date,
and otherwise on the next Business Day) in funds immediately available to the
Administrative Agent. Such funds will then be made available by the
Administrative Agent to the relevant Issuing Bank in satisfaction of the
Company's obligation to reimburse such Issuing Bank pursuant to clause (a)
above. All ABR Loans deemed to be made pursuant to this paragraph (c) shall
constitute Revolving Credit Loans for all purposes of this Agreement.

        3.6. Obligations Absolute. (a) The Company's obligations under this
Section 3 shall be absolute and unconditional under any and all circumstances
and irrespective of any set-off, counterclaim or defense to payment which the
Company may have or have had against any Issuing Bank or any beneficiary of a
Letter of Credit.

        (b) The Company also agrees with each Issuing Bank that such Issuing
Bank shall not be responsible for, and the Company's Reimbursement Obligations
under subsection 3.5(a) shall not be affected by, among other things, (i) the
validity or genuineness of documents or of any endorsements thereon, even though
such documents shall in fact prove to be invalid, fraudulent or forged, or (ii)
any dispute between or among the Company and any beneficiary of any Letter of
Credit or any other party to which such Letter of Credit may be transferred or
(iii) any claims whatsoever of the Company against any beneficiary of such
Letter of Credit or any such transferee.

        (c) No Issuing Bank shall be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message
or advice, however transmitted, in connection with any Letter of Credit,
except for errors or omissions caused by the Issuing Bank's gross negligence
or willful misconduct.

        (d) The Company agrees that any action taken or omitted by an Issuing
Bank under or in connection with any Letter of Credit or the related draft or
documents, if done in the absence of gross negligence or willful misconduct and
in accordance with the standards of care specified in the Uniform Commercial
Code of the State of New York, shall be binding on the Company and shall not
result in any liability of such Issuing Bank to the Company.

                                      -48-






<PAGE>

        3.7. Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the relevant Issuing Bank shall promptly
notify the Company of the date and amount thereof. The responsibility of any
Issuing Bank to the Company in connection with any draft presented for payment
under any Letter of Credit shall, in addition to any payment obligation
expressly provided for in such Letter of Credit, be limited to determining
that the documents (including each draft) delivered under such Letter of
Credit in connection with such presentment are in conformity with the
requirements of such Letter of Credit.

        3.8. Application. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 3, the provisions of this Section 3 shall apply.

                    SECTION 4. REPRESENTATIONS AND WARRANTIES

        To induce the Agents and the Lenders to enter into this Agreement and to
make the Loans and issue or participate in the Letters of Credit, each Borrower
hereby represents and warrants to the Agents and each Lender that:

        4.1. Financial Condition. (a) The consolidated balance sheet of the
Company and its consolidated Subsidiaries as at December 31, 1999 and December
31, 1998 and the related consolidated statements of operations, changes in
equity (deficit) and cash flows for the fiscal years ended on December 31, 1999
and December 31, 1998, reported on by Deloitte & Touche LLP, copies of which
have heretofore been furnished to each Lender, present fairly in all material
respects the consolidated financial condition of the Company and its
consolidated Subsidiaries as at such date, and the consolidated results of its
operations and its changes in equity (deficit) and consolidated cash flows for
the fiscal year then ended. The unaudited consolidated balance sheet of the
Company as at March 31, 2000 an the related unaudited consolidated statements of
income and cash flows for the three-month period ended on such date, present
fairly the consolidated financial condition of the Company as at such date, and
the consolidated results of its operations and its consolidated cash flows for
the three-month period then ended (subject to normal year-end audit
adjustments).

        (b) The pro forma consolidated balance sheet of a Company as of March
31, 2000 as supplemented by the letter dated July 31, 2000, describing the
increase of the Tranche C Term Loan Commitment to $200,000,000 (the "Company Pro
Form Balance Sheet"), included in the Confidential Information Memorandum,
presents fairly in all material respects the consolidated financial condition of
the Company as of March 31, 2000 after giving effect to the Loans to be made on
the Closing Date and the acquisitions described therein.

        (c) The consolidated balance sheets of the Canadian Borrower and its
consolidated Subsidiaries as at December 31, 1999 and December 31, 1998 and the
related consolidated statements of operations, changes in equity (deficit) and
cash flows for the fiscal years ended on December 31, 1999 and December 31,
1998, reported on by Deloitte & Touche LLP, copies of which have heretofore
been furnished to each Lender, present fairly in all material respects the
consolidated financial condition of the Canadian Borrower and its consolidated
Subsidiaries as at such dates, and the consolidated results of their
operations and their changes in equity (deficit) and consolidated cash flows for
the fiscal years then ended.



                                      -49-







<PAGE>


        (d) All financial statements referred to in the preceding paragraphs
(a), (b) and (c), including the related schedules and notes thereto, have been
prepared in accordance with GAAP applied consistently throughout the periods
involved (except as approved by such accountants or Responsible Officer, as the
case may be, and as disclosed therein). Neither the Company nor any of its
consolidated Subsidiaries had, at the date of the Company Pro Forma Balance
Sheet and after giving effect to the Loans to be made on the Closing Date and
the other transactions contemplated to occur on or about the Closing Date, any
material Guarantee Obligation, 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, except as reflected in the Company Pro Forma Balance Sheet or in
the notes thereto, in the 1999 10-K or in the Company's quarterly report on
Form 10-Q filed with the Securities and Exchange Commission for its fiscal
quarter ended March 31, 2000. Except as disclosed in the 1999 10-K or the
Confidential Information Memorandum, during the period from December 31, 1999
to and including the Closing Date there has been no sale, transfer or other
disposition by the Company or any of its consolidated Subsidiaries of any
material part of its business or property and no purchase or other acquisition
of any business or property (including any capital stock of any other Person)
material in relation to the consolidated financial condition of the Company and
its consolidated Subsidiaries at December 31, 1999.

        4.2. No Change. Since December 31, 1999 there has been no development or
event which has had or could reasonably be expected to have a Material Adverse
Effect.

        4.3. Corporate Existence; Compliance with Law. Each of the Company and
its Subsidiaries (other than any Foreign Subsidiary which is not a Material
Foreign Subsidiary) (a) is duly organized, validly existing and, if applicable,
in good standing under the laws of the jurisdiction of its organization, (b) has
the power and authority, and a legal right, to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it
is currently engaged, (c) is duly qualified as a foreign corporation and in good
standing, if applicable, under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification except to the extent that the failure to be so
qualified and in good standing could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect and (d) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.

        4.4. Corporate Power; Authorization; Enforceable Obligations. Each Loan
Party has the power and authority, and the legal right, to make, deliver and
perform the Loan Documents to which it is a party and (in the case of each
Borrower) to borrow hereunder and (in the case of the Company) have the Letters
of Credit issued for its account and has taken all necessary action to authorize
the borrowings (in the case of the Borrowers) and the issuance of the Letters of
Credit (in the case of the Company) for its account on the terms and conditions
of this Agreement and the Applications and (in the case of each Loan Party) to
authorize the execution, delivery and performance of the Loan Documents to which
it is a party. No consent or authorization of, filing with, notice to or other
act by or in respect of, any Governmental Authority or any other Person is
required in connection with the borrowings hereunder or with the execution,
delivery, performance, validity or enforceability of the Loan Documents. This
Agreement has been, and each other Loan Document will be, duly executed and
delivered on

                                      -50-





<PAGE>


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

        4.5. No Legal Bar. The execution, delivery and performance of the Loan
Documents, the borrowings hereunder and the use of the proceeds thereof, after
giving effect to the Spin-Off Transactions, will not violate any Requirement of
Law or material Contractual Obligation of the Company or of any of its
Subsidiaries and will not result in, or require, the creation or imposition of
any Lien on any of its or their respective properties or revenues pursuant to
any such Requirement of Law or Contractual Obligation, other than any violations
or Liens that, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

        4.6. No Material Litigation. No litigation, investigation or proceeding
of or before any arbitrator or Governmental Authority is pending or, to the
knowledge of the Borrowers, threatened by or against the Company or any of its
Subsidiaries or against any of its or their respective properties or revenues
(a) with respect to any of the Loan Documents or any of the transactions
contemplated hereby or (b) which could reasonably be expected to have a Material
Adverse Effect.

        4.7. No Default. Neither the Company nor any of its Subsidiaries is in
default under or with respect to any of its Contractual Obligations in any
respect which could reasonably be expected to have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

        4.8. Ownership of Property; Liens. Each of the Company and its
Subsidiaries has good record and insurable title (and, with respect to real
property located outside the United States, good and marketable title) in fee
simple to, or a valid leasehold interest in, all its material real property,
and good title to, or a valid leasehold interest in, all its other material
property, and none of their respective property is subject to any Lien except
as permitted by subsection 7.3.

        4.9. Intellectual Property. The Company and each of its Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights, technology,
know-how and processes necessary for the conduct of its business as currently
conducted except for those the failure to own or license which could not
reasonably be expected to have a Material Adverse Effect (the "Intellectual
Property"). No claim has been asserted and is pending by any Person challenging
or questioning the use of any such Intellectual Property or the validity or
effectiveness of any such Intellectual Property, nor do the Borrowers know of
any valid basis for any such claim, in each case, other than those claims which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. The use of such Intellectual Property by the Borrowers
and their Subsidiaries does not infringe on the rights of any Person, except for
such claims and infringements that, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

                                      -51-








<PAGE>


        4.10. Taxes. Each of the Company and its Subsidiaries has filed or
caused to be filed all U.S. federal income tax returns and all other material
tax returns which, to the knowledge of the Company, are required to be filed and
has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental Authority
(other than those not yet delinquent, those with respect to which the failure to
pay would not have a Material Adverse Effect and those the amount or validity of
which are currently being contested in good faith by appropriate proceedings
diligently conducted and with respect to which reserves in conformity with GAAP
have been provided on the books of the Company or its Subsidiaries, as the case
may be); no tax Lien has been filed or registered, and, to the knowledge of the
Company, no claim is being asserted, with respect to any such tax, fee or other
charge.

        4.11. Federal Regulations. No part of the proceeds of any Loans will be
used for "purchasing" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under Regulation U or for any purpose which
violates the provisions of the Regulations of the Board. If requested by any
Lender or the Administrative Agent, each Borrower will furnish to the
Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form U-1 referred to in Regulation U.

        4.12. ERISA; Canadian Benefit and Pension Plans. (a) Other than the
Reportable Events resulting from the Spin-Off Transactions, neither a Reportable
Event nor an "accumulated funding deficiency" (within the meaning of Section 412
of the Code or Section 302 of ERISA) has occurred and is continuing on the date
on which this representation is made or deemed made with respect to any Single
Employer Plan, and each Plan has complied in all material respects with the
applicable provisions of ERISA and the Code. No termination of a Single Employer
Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen and
remains in effect against the assets of the Company or any Commonly Controlled
Entity, as of each date on which this representation is made or deemed made. The
present value of all accrued benefits under each Single Employer Plan (based on
those assumptions used to fund such Plans) did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such accrued
benefits by an amount in excess of $25,000,000. Neither the Company nor any
Commonly Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan, and neither the Company nor any Commonly Controlled Entity
would become subject to any liability under ERISA if the Company or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made. No such Multiemployer Plan is in
Reorganization or Insolvent. Notwithstanding the foregoing, there shall be no
breach of the representations set forth in this subsection 4.12(a) or (b) unless
the amount of any liability of the Company or any Commonly Controlled Entity
which arises or which could reasonably be expected to arise in connection with
the matters giving rise to such breach, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

        (b) Schedule V sets forth, as of the Closing Date, all Canadian Benefit
Plans (other than, for greater certainty, universal plans created by and to
which the Borrowers and their

                                      -52-








<PAGE>

respective Subsidiaries are obligated to contribute by statute) and Canadian
Pension Plans adopted by the Borrowers and their respective Subsidiaries. The
Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and
all other applicable laws which require registration and no event has occurred
which is reasonably likely to cause the loss of such registered status. All
material obligations of the Borrowers and their respective Subsidiaries
(including fiduciary, funding, investment and administration obligations)
required to be performed in connection with the Canadian Pension Plans and the
funding agreements therefor have been performed in a timely fashion. There have
been no improper withdrawals or applications of the assets of the Canadian
Pension Plans or the Canadian Benefit Plans. There are no outstanding disputes
concerning the assets of the Canadian Pension Plans or the Canadian Benefit
Plans which could reasonably be expected to have a Material Adverse Effect. On a
solvency basis (using actuarial methods and assumptions which are consistent
with the valuations last filed with the applicable Governmental Authorities and
which are consistent with generally accepted actuarial principles), none of the
Canadian Pension Plans is under-funded by more than $5,000,000.

        4.13. Investment Company Act; Other Regulations. Neither Borrower is an
"investment company", nor a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. Neither
Borrower is subject to regulation under any Federal or State statute or
regulation which limits its ability to incur Indebtedness.

        4.14. Subsidiaries. Schedule II sets forth all the Subsidiaries of the
Company as of the Closing Date.

        4.15. Purpose of Loans. The proceeds of the Revolving Credit Loans,
Letters of Credit, Additional Tranche A Term Loans and Tranche C Term Loans
shall be used by the Company for working capital and general corporate purposes
of the Company, including financing Permitted Acquisitions (including the U.S.
Borrower's acquisition of the digital telecommunications business of Prestolite
Wire Corporation) and Permitted Investments and to pay related fees and
expenses, and, in the case of the Additional Tranche A Term Loans and Tranche C
Term Loans, repayment of Revolving Credit Loans. The proceeds of the Tranche A
Term Loans and Tranche B Term Loans were used by the Borrowers to finance the
Spin-Off Transactions (including the refinancing certain existing indebtedness
in connection therewith) and to pay related fees and expenses.

        4.16. Environmental Matters. (a) To the best knowledge of the Borrowers,
the facilities and properties owned, leased or operated by the Company or any of
its Subsidiaries (the "Properties") do not contain any Hazardous Materials in
amounts or concentrations which constitute or constituted a violation of any
Environmental Law except in either case insofar as such violations in the
aggregate could not reasonably be expected to have a Material Adverse Effect.

        (b) To the best knowledge of the Borrowers, the Properties and all
operations at the Properties are in compliance with all applicable Environmental
Laws except for instances of noncompliance that individually or in the aggregate
could not reasonably be expected to have a Material Adverse Effect, and there is
no contamination at, under or about the Properties nor



                                      -53-







<PAGE>


any violation of any Environmental Law with respect to the Properties or the
business operated by the Company or any of its Subsidiaries (the "Business")
which in the aggregate could reasonably be expected to have a Material Adverse
Effect.

        (c) Neither the Company nor any of its Subsidiaries has received any
written notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor do
the Borrowers have knowledge that any such notice will be received or is being
threatened, except insofar as such notice or threatened notice, or any
aggregation thereof, does not involve a matter or matters that could reasonably
be expected to have a Material Adverse Effect.

        (d) To the best knowledge of the Borrowers, no Hazardous Materials have
been transported or disposed of from the Properties in violation of any
Environmental Law, nor have any Hazardous Materials been generated, treated,
stored or disposed of at, on or under any of the Properties in violation of any
applicable Environmental Law except insofar as any such violation or liability
referred to in this paragraph, or any aggregation thereof, could not reasonably
be expected to have a Material Adverse Effect.

        (e) No judicial proceeding or governmental or administrative action is
pending or, to the knowledge of the Borrowers, threatened, under any
Environmental Law to which the Company or any Subsidiary is or will be named as
a party with respect to the Properties or the Business, nor are there any
consent decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties or the Business except insofar
as such proceeding, action, decree, order or other requirement, or any
aggregation thereof, could not reasonably be expected to have a Material Adverse
Effect.

        (f) To the best knowledge of the Borrowers, then has been no release or
threat of release of Hazardous Materials at or from the Properties, or arising
from or related to the operations of the Company or any Subsidiary in connection
with the Properties or otherwise in connection with the Business, in violation
of or in amounts or in manner that could reasonably give rise to liability under
Environmental Laws except insofar as any such violation or liability referred to
in this paragraph, or any aggregation thereof, could not reasonably be expected
to have a Material Adverse Effect.

        4.17. Solvency. The Company, individually and together with its
Subsidiaries, is Solvent. As of the Closing Date, the Canadian Borrower is
Solvent.

        4.18. Labor Matters. There are no strikes or other labor disputes
against the Company or any of its Subsidiaries pending or, to the knowledge of
the Borrowers, threatened that in the aggregate could reasonably be expected to
have a Material Adverse Effect. Hours worked by and payment made to employees of
the Company and its Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable Requirement of Law dealing with such
matters that in the aggregate could reasonably be expect to have a Material
Adverse Effect. All payments due from the Company or any of its Subsidiaries on
account of employee income taxes (including source deductions), employment
insurance, workers safety and

                                      -54-







<PAGE>

insurance, employers' health tax, vacation pay, employee health and welfare
insurance and other social security or statutory obligations that in the
aggregate could reasonably be expected to have a Material Adverse Effect if not
paid have been paid or accrued as a liability on the books of the Company or the
relevant Subsidiary, as and to the extent required by GAAP.

        4.19. Accuracy of Information, etc. None of this Agreement, any other
Loan Document, the Confidential Information Memorandum as supplemented by the
letter dated July 31, 2000, describing the increase of the Tranche C Term Loan
Commitment to $200,000,000, the Company's filings with the Securities and
Exchange Commission pursuant to the Exchange Act or any other document,
certificate, information or statement furnish to the Administrative Agent or the
Lenders or any of them, by or on behalf of any Loan Party for use in connection
with the transactions contemplated by this Agreement or the other Documents,
contained as of the date such statement, information, document or certificate
was so furnished (or, in the case of the Confidential Information Memorandum, as
of the date of this Agreement), any untrue statement of a material fact or, all
such material taken together as a whole, omitted to state a material fact
necessary in order to make the statements contained herein or therein not
misleading. The projections and pro forma financial information contained in the
materials referenced above are based upon good faith estimates and assumptions
believed by management of the Company to be reasonable at the time made, it
being recognized by the Lenders that such financial information as it relates to
future events is not to be viewed as fact and that actual results during the
period or periods covered by such financial information may differ from the
projected results set forth therein by a material amount. There is no fact known
to the Company that could reasonably be expected to have a Material Adverse
Effect that has not been expressly disclosed herein, in the other Loan
Documents, in the Confidential Information Memorandum, the Company's filings
with the Securities and Exchange Commission pursuant to the Exchange Act or in
any other documents, certificates and statements furnished to the Administrative
Agent and the Lenders for use in connection with the transactions contemplated
hereby and by the other Loan Documents.

        4.20. Security Documents. (a) The Guarantee and Pledge Agreement is
effective to create in favor of the Administrative Agent, for the benefit of the
Lenders, a legal, valid and enforceable security interest in the Collateral
described therein and proceeds thereof. In the case of the Pledged Stock
described in the Guarantee and Pledge Agreement, when stock certificates
representing such Pledged Stock are delivered to the Administrative Agent, and
in the case of the other Collateral described in the Guarantee and Pledge
Agreement, when financing statements in appropriate form are filed in the
offices specified in the Guarantee and Pledge Agreement, the Guarantee and
Pledge Agreement shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in such
Collateral and the proceeds thereof, as security for the Obligations (as defined
in the Guarantee and Pledge Agreement), in each case prior and superior in right
to any other Person.

        (b) Each of the Canadian Security Documents is effective to create in
favor of the Administrative Agent, for the benefit of the Tranche B Term Loan
Lenders, a legal, valid and enforceable security interest in the Collateral
described therein and proceeds thereof. Upon completion of the actions set forth
in each Canadian Security Document, such Canadian Security Document shall
constitute a fully perfected Lien on, and security interest in, all right, title
and

                                      -55-






<PAGE>


interest of the Loan Parties in such Collateral and the proceeds thereof, as
security for the Canadian Borrower Obligations, in each case prior and superior
in right to any other Person.

        4.21. Senior Indebtedness. (i) The Company Obligations constitute Senior
Indebtedness of the Company under the Senior Subordinated Note Indenture and
(ii) the obligations of each Subsidiary Guarantor under the Guarantee and Pledge
Agreement constitute Guarantor Senior Indebtedness of such Subsidiary Guarantor
under the Senior Subordinated Note Indenture.

                         SECTION 5. CONDITIONS PRECEDENT

        5.1. Conditions to Effectiveness. The effectiveness of this Agreement is
subject to the satisfaction of the following conditions precedent (the date of
effectiveness, the "Closing Date"):

        (a) Loan Documents. The Administrative Agent shall have received (i)
this Agreement, executed and delivered by a duly authorized officer of each
Borrower, by the Required Lenders under the Existing Credit Agreement and by
every Lender which has an Additional Tranche A Terns Loan Commitment or a
Tranche C Term Loan Commitment, (ii) a Confirmation, in form and substance
satisfactory to the Administrative Agent, of each Security Document, executed
and delivered by a duly authorized officer of each Loan Party party thereto, and
(iii) for the account of each relevant requesting Lender, Notes conforming to
the requirements hereof and executed by a duly authorized officer of the
applicable Borrower.

        (b) Corporate Proceedings of each Loan Party. The Administrative Agent
shall have received, with a counterpart for each Lender, a copy of the
resolutions (or comparable authorizing document), in form and substance
satisfactory to the Administrative Agent, of the Board of Directors (or
comparable governing body) of each Loan Party authorizing (i) the execution,
delivery and performance of the Loan Documents to which it is a party, and (ii)
the granting by it of the Liens created pursuant to the Security Documents,
certified by the Secretary or an Assistant Secretary of such Loan Party as of
the Effective Date, which certificate shall be in form and substance reasonably
satisfactory to the Administrative Agent and shall state that the resolutions
thereby certified have not been amended, modified, revoked or rescinded.

        (c) Loan Party Incumbency Certificate. The Administrative Agent shall
have received, with a counterpart for each Lender, a certificate of each Loan
Party, dated the Closing Date, as to the incumbency and signature of the
officers of such Loan Party executing any Loan Document reasonably satisfactory
in form and substance to the Administrative Agent, executed by the President or
any Vice President and the Secretary or any Assistant Secretary of such Loan
Party.

        (d) Actions to Perfect Liens. The Administrative Agent shall have
received evidence in form and substance reasonably satisfactory to it that all
filings, recordings, registrations and other actions (including actions required
under Canadian Law), including, without limitation, the filing of duly executed
financing statements on form UCC-1, the payment of all applicable filing and
recording fees and expenses and the delivery of stock certificates,



                                      -56-






<PAGE>


necessary or, in the opinion of the Administrative Agent, desirable to perfect
the Liens created by the Security Documents shall have been completed.

        (e) Financial Statements. The Lenders shall have received the financial
statements of the Company and the Canadian Borrower referred to in subsection
4.1.

        (f) Business Plan. The Lenders shall have received a certificate of a
Responsible Officer of the Company confirming that there has been no material
change to the detailed business plan for each fiscal year from 2000 through and
including 2004 and the written analysis of the business and prospects of each
Borrower and its Subsidiaries through 2004 previously delivered to the Lenders.

        (g) Legal Opinions. The Administrative Agent shall have received, with a
counterpart for each Lender, the following executed legal opinions:

        (i) the executed legal opinion of Debevoise & Plimpton, special counsel
     to the Borrowers and the other Loan Parties, substantially in the form of
     Exhibit A-1; and

        (ii) the executed legal opinion of Michael R. Herman, General Counsel of
     the Company, substantially in the form of Exhibit A-2.

Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require.

        (h) Fees. The Administrative Agent, the Syndication Agent, the
Documentation Agent and the Lenders shall have received all fees to be received
from, or reimbursed to them by, the Borrowers on the Closing Date.

        (i) Seniority. The Company shall have delivered to the Administrative
Agent a certificate which demonstrates in reasonable detail that the Senior
Subordinated Note Indenture permits the incurrence of at least $800,000,000 of
Indebtedness under this Agreement and the Guarantees thereof set forth in, and
the liens created under, the Security Documents.

        5.2. Conditions to Each Extension of Credit. The agreement of each
Lender and each Issuing Bank to make any extension of credit requested to be
made by it on any date (including, without limitation, its initial extension of
credit) is subject to the satisfaction of the following conditions precedent:

        (a) Representations and Warranties. Each of the representations and
warranties made by the Borrowers and the other Loan Parties in or pursuant to
the Loan Documents shall be true and correct in all material respects on and as
of such date as if made on and as of such date (except for changes permitted by
this Agreement and except that representations and warranties made as of a
specified date need only be true and correct as of such specified date).

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

                                      -57-






<PAGE>


Each borrowing by a Borrower hereunder and each issuance, amendment or extension
of a Letter of Credit hereunder shall constitute a representation and warranty
by each Borrower as of the date of such extension of credit that the conditions
contained in this subsection 5.2 have been satisfied. No event shall be deemed
an extension of credit unless such event results in an increase in the total
principal amount of Loans outstanding or in the total face amount of Letters of
Credit outstanding.

                        SECTION 6. AFFIRMATIVE COVENANTS

        The Borrowers hereby agree that, so long as the Commitments remain in
effect, any Note or any Letter of Credit remains outstanding and unpaid or any
other amount is owing to any Lender or the Administrative Agent hereunder, each
Borrower shall and (except in the case of delivery of financial information,
reports and notices) shall cause each of its Subsidiaries to:

        6.1. Financial Statements. Furnish to each Lender:

        (a) as soon as available, but in any event within 90 days after the end
of each fiscal year of the Company, a copy of the consolidated balance sheet of
the Company and its consolidated Subsidiaries as at the end of such year and the
related consolidated statements of operations, changes in equity (deficit) and
cash flows for such year, setting forth in each case in comparative form the
figures for the previous year, and reported on without a "going concern" or like
qualification or exception, or qualification arising out of the scope of the
audit, by Deloitte & Touche LLP or other independent certified public
accountants of nationally recognized standing;

        (b) as soon as available, but in any event not later than 60 days after
the end of each of the first three quarterly periods of each fiscal year of the
Company, the unaudited consolidated balance sheet of the Company and its
consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of operations, changes in equity (deficit) and
cash flows for such quarter and the portion of the fiscal year through the end
of such quarter, setting forth in each case in comparative form the figures for
the previous year, certified by a Responsible Officer as being fairly stated in
all material respect (subject to normal year-end audit adjustments) and as
having been prepared in accordance with GAAP applied consistently throughout the
periods reflected therein and with prior periods (except as approved by such
officer and disclosed therein); and

        (c) as soon as available, but in any event within 90 days after the end
of each fiscal year of the Canadian Borrower, a copy of the consolidated balance
sheet of the Canadian Borrower and its consolidated Subsidiaries as at the end
of such year and the related consolidated statements of operations, changes in
equity (deficit) and cash flows for such year, setting forth in each case in
comparative form the figures for the previous year.

All such financial statements shall present fairly in all material respects the
consolidated financial condition of the Company (or the Canadian Borrower, as
the case may be) and its consolidated Subsidiaries as at the applicable dates,
and the consolidated results of their operations, their changes in equity
(deficit) and their consolidated cash flows for the periods reflected therein,
and shall be prepared in reasonable detail and in accordance with GAAP


                                      -58-







<PAGE>


applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

        6.2. Certificates; Other Information. Furnish to each Lender:

        (a) concurrently with the delivery of the financial statements referred
to in subsection 6.1(a), a certificate of the independent certified public
accountants reporting on such financial statements stating that in making the
examination necessary therefor such accountants obtained no knowledge of any
Default or Event of Default, except as specified in such certificate;

        (b) concurrently with the delivery of the financial statements referred
to in subsections 6.1 (a) and 6.1(b), a Compliance Certificate, executed by a
Responsible Officer, (i) demonstrating compliance with the covenants contained
in subsections 7.1, 7.2(j), 7.2(m), 7.2(q), 7.6, 7.8, 7.9, 7.10(f), 7.10(h) and
7.11(a), (ii) setting forth calculations of the Interest Coverage Ratio, the
Leverage Ratio and the Senior Leverage Ratio as of the last day of the most
recent fiscal quarter covered by such financial statements and (iii) stating
that, to the best of such Responsible Officer's knowledge, the Company during
such period has observed or performed all of its covenants and other agreements,
and satisfied every condition, contained in this Agreement and in the other Loan
Documents to which it is a party to be observed, performed or satisfied by it,
and that such Officer has obtained no knowledge of any Default or Event of
Default except as specified in such certificate;

        (c) within five days after the same are filed, copies of all financial
statements and reports which the Company may make to, or file with, the
Securities and Exchange Commission or any successor or analogous Governmental
Authority; and promptly, all press releases and other written statements made
available generally by the Company or any of its Subsidiaries to the public
concerning material developments in the business of the Company or any of its
Subsidiaries;

        (d) promptly upon receipt thereof, copies of all reports submitted to
the Company by its independent certified public accountants in connection
with each annual, interim or special audit of the financial statements of the
Company made by such accountants, including, without limitation, the comment
letter submitted by such accountants to management in connection with their
annual audit; and the Company agrees to obtain such a letter in connection with
each of its annual audits;

        (e) if requested by the Administrative Agent, promptly after the filing
thereof by a Borrower or any of its Subsidiaries with any applicable
Governmental Authority, copies of each annual and other material return, report
or valuation with respect to each Canadian Pension Plan; and

        (f) promptly, such additional financial and other information as any
Lender may from time to time reasonably request.

        6.3. Payment of Obligations. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
material obligations of

                                      -59-






<PAGE>


whatever nature, except where the amount or validity thereof is currently being
contested in good faith by appropriate proceedings diligently conducted and
reserves in conformity with GAAP with respect thereto have been provided on the
books of the Company or its Subsidiaries, as the case may be.

        6.4. Conduct of Business and Maintenance of Existence. Continue to
engage in business primarily of the same general types as now conducted by it,
or in Related Businesses, and preserve, renew and keep in full force and effect
the corporate existence of each Borrower and each Material Subsidiary; and take
all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business, except as
otherwise permitted pursuant to subsection 7.5, and comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to
maintain such rights, privileges and franchises and to comply with Contractual
Obligations and Requirements of Law could not, in the aggregate, be reasonably
expected to have a Material Adverse Effect.

        6.5. Maintenance of Property: Insurance. Keep all material property
useful and necessary in its business in good working order and condition;
maintain with financially sound and reputable insurance companies insurance (to
the extent available at commercially reasonable rates) on all its property in at
least such amounts and against at least such risks as are usually insured
against in the same general area by companies engaged in the same or a similar
business; and furnish to each Lender, upon written request, full information
as to the insurance carried.

        6.6. Inspection of Property; Books and Records; Discussions. Keep proper
books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities; and permit
representatives of any Lender upon reasonable prior notice and at reasonable
times to visit and inspect any of its properties and examine and make abstracts
from any of its books and records at any reasonable time and as often as may
reasonably be desired and to discuss the business, operations, properties and
financial and other condition of the Company and its Subsidiaries with officers
and employees of the Company and its Subsidiaries and with its independent
certified public accountants (each Lender will, in accordance with subsection
10.15, maintain the confidentiality of all information obtained by it pursuant
to this subsection 6.6).

        6.7. Notices. Promptly give notice to the Administrative Agent and each
Lender of:

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

        (b) any default or event of default under any Contractual Obligation of
the Company or any of its Subsidiaries which if not cured could reasonably be
expected to have a Material Adverse Effect;

        (c) any litigation, investigation or proceeding affecting the Company or
any of its Subsidiaries (i) which is reasonably likely to involve a payment of
$10,000,000 or more not covered by insurance, (ii) in which injunctive or
similar relief reasonably likely to have a

                                      -60-







<PAGE>


Material Adverse Effect is reasonably likely to be obtained or (iii) which if
not cured or if adversely determined, as the case may be, could reasonably be
expected to have a Material Adverse Effect;

        (d) (i) the following events, as soon as possible and in any event
within 30 days after the Company knows or has reason to know thereof: (x)
the occurrence or expected occurrence of any Reportable Event (other than the
Reportable Events resulting from the Spin-Off Transactions) with respect to
any Plan, a failure to make any required contribution to a Plan, the creation
of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the
termination, Reorganization or Insolvency of, any Multiemployer Plan or
(y) the institution of proceedings or the taking of any other action by
the PBGC or the Company or any Commonly Controlled Entity or any Multiemployer
Plan with respect to the withdrawal from, or the terminating, Reorganization
or Insolvency of, any Plan and (ii) (w) any failure to make a contribution to
any Canadian Pension Plan required by the terms of such plan or applicable
law, in a timely manner, (x) any termination of any Canadian Pension Plan,
(y) any material direction, order, notice, ruling or opinion that the
Borrowers or any of their Subsidiaries shall receive from any applicable
Governmental Authority indicating that any Canadian Pension Plan is
in default under any applicable law, together with a copy thereof, and (z) if
requested by the Administrative Agent, a copy of any actuarial report prepared
in respect of any Canadian Pension Plan; and

        (e) any development or event known to the Company which could reasonably
be expected to have a Material Adverse Effect.

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

        6.8. Environmental Laws. (a) Comply with, and ensure compliance by all
tenants and subtenants, if any, with, all applicable Environmental Laws and
obtain and comply with and maintain, and ensure that all tenants and subtenants
obtain and comply with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws, except for such instances of noncompliance that, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

        (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities regarding Environmental
Laws, except for instances in which the obligation to comply or to conduct such
investigations, studies, sampling, testing or remedial actions is being
contested in good faith before a court or administrative body of competent
jurisdiction or in which the failure to so comply or to conduct such activities
in the aggregate could not reasonably be expected to have a Material Adverse
Effect.

        6.9. Further Assurances. At any time and from time to time, upon the
Administrative Agent's request and at the expense of the Company, promptly and
duly execute and deliver or cause to be executed and delivered any and all
further instruments and documents


                                      -61-






<PAGE>


and take such further action as the Administrative Agent may reasonably request
to effect the purpose of the Security Documents, including, without limitation,
the filing of any financing or continuation statements under the Uniform
Commercial Code or other applicable laws in effect in any jurisdiction.

        6.10. Additional Collateral. (a) With respect to any new Subsidiary
(other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company)
created or acquired after the Original Closing Date (which, for the purposes of
this paragraph, shall include any existing Subsidiary that ceases to be a
Foreign Subsidiary or a Foreign Subsidiary Holding Company or that becomes a
Subsidiary described in clause (a) of the definition of "Subsidiary Guarantor"),
by the Company or any Subsidiary Guarantor (other than as set forth in
subsections 6.10(b) and (c)), promptly (i) execute and deliver to the
Administrative Agent such amendments to the Guarantee and Pledge Agreement as
the Administrative Agent deems necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a perfected first
priority security interest in the Capital Stock of such new Subsidiary which
is owned by the Company or any Subsidiary Guarantor, (ii) deliver to the
Administrative Agent the certificates representing such Capital Stock,
together with undated stock powers, in blank, executed and delivered by
a duly authorized officer of the Company or such Subsidiary Guarantor, as
the case may be, (iii) if 80% or more of the Equity Interests of such new
Subsidiary are owned, directly or indirectly (other than indirectly through
a Foreign Subsidiary) by the Company or any Subsidiary Guarantor, cause such
new Subsidiary (A) to become a party to the Guarantee and Pledge Agreement
and (B) to take such actions necessary or advisable to grant to the
Administrative Agent for the benefit of the Lenders a perfected first
priority security interest in the Collateral described in the Guarantee and
Pledge Agreement with respect to such new Subsidiary, including, without
limitation, the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Pledge Agreement or by law
or as may be requested by the Administrative Agent, and (iv) if requested by
the Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in the form
attached to the Guarantee and Pledge Agreement (or otherwise in form and
substance reasonably satisfactory to the Administrative Agent).

        (b) With respect to any new Foreign Subsidiary or Foreign Subsidiary
Holding Company (other than an Excluded Issuer) created or acquired after the
Original Closing Date by the Company or any Subsidiary Guarantor, promptly (i)
execute and deliver to the Administrative Agent such amendments to the Guarantee
and Pledge Agreement as the Administrative Agent deems necessary or advisable in
order to grant to the Administrative Agent, for the benefit of the Lenders, a
perfected first priority security interest in the Capital Stock of such new
Foreign Subsidiary which is owned by the Company or any Subsidiary Guarantor
(provided that in no event shall more than 65% of the total outstanding Capital
Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to
the Administrative Agent the certificates representing such Capital Stock,
together with undated stock powers, in blank, executed and delivered by a duly
authorized officer of the Company or such Subsidiary Guarantor, as the case may
be, and take such other action as may be necessary or, in the reasonable opinion
of the Administrative Agent, desirable under applicable law to perfect the Lien
of the Administrative Agent thereon, and (iii) if requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which


                                   -62-





<PAGE>


opinions shall be in the form attached to the Guarantee and Pledge Agreement (or
otherwise in form and substance, and from counsel, reasonably satisfactory to
the Administrative Agent).

         (c) With respect to any new Subsidiary created or acquired after the
Original Closing Date (which, for the purposes of this paragraph, shall include
any existing Subsidiary that becomes a Subsidiary described in clause (a) of the
definition of "Canadian Subsidiary Guarantor") by the Canadian Borrower or any
Canadian Subsidiary Guarantor (other than as set forth in subsection 6.10(d)),
promptly (i) execute and deliver to the Administrative Agent such amendments to
the Canadian Guarantee and Pledge Agreement as the Administrative Agent deems
necessary or advisable in order to grant to the Administrative Agent, for the
benefit of the Tranche B Term Loan Lenders, a perfected first priority security
interest in the Capital Stock of such new Subsidiary which is owned by the
Canadian Borrower or any Canadian Subsidiary Guarantor, (ii) if 80% or more of
the Equity Interests of such new Subsidiary are owned by the Canadian Borrower
or any Canadian Subsidiary Guarantor, cause such new Subsidiary (A) to become a
party to the Canadian Guarantee and Pledge Agreement, (B) to comply with the
terms and provisions of the Canadian Guarantee and Pledge Agreement with respect
to the registration of shares of such Capital Stock and the delivery to the
Administrative Agent of certificates representing such Capital Stock, and (C) to
take such other actions as may be necessary or advisable to grant to the
Administrative Agent for the benefit of the Tranche B Term Loan Lenders a
perfected first priority security interest in the Collateral described in the
Canadian Guarantee and Pledge Agreement with respect to such new Subsidiary, and
(iii) if requested by the Administrative Agent, deliver to the Administrative
Agent legal Opinions relating to the matters described above, which opinions
shall be in the form attached to the Canadian Guarantee and Pledge Agreement (or
otherwise in form and substance reasonably satisfactory to the Administrative
Agent).

         (d) With respect to any new Capital Stock created or acquired after the
Original Closing Date by the Company or any of its Subsidiaries (other than a
Foreign Subsidiary or a Foreign Subsidiary Holding Company) in connection with a
transaction described in the last sentence of subsection 7.6, if the creation or
acquisition of such Capital Stock is a Restricted Investment, promptly (i)
execute and deliver to a Administrative Agent such amendments to the Guarantee
and Pledge Agreement as the Administrative Agent deems necessary or advisable in
order to grant to the Administrative Agent, for the benefit of the Lenders, a
perfected first priority security interest in such Capital Stock (provided that
in no event shall more than 65% of the total outstanding Capital Stock of any
new Subsidiary be required to be so pledged if such Subsidiary is a Foreign
Subsidiary or a Foreign Subsidiary Holding Company), (ii) deliver to the
Administrative Agent the certificates representing such Capital Stock, together
with undated stock powers, in blank, executed and delivered by a duly authorized
officer of the Company or such Subsidiary, as the case may be, and take such
other action as may be necessary or, in the opinion of the Administrative Agent,
desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if
requested by the Administrative Agent, deliver to the Administrative Agent
legal opinions relating to the matters described above, which opinions shall be
in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.

         6.11. Canadian Pension Plans and Benefit Plans. (a) For each Canadian
Pension Plan existing on the Closing Date, ensure that such plan retains its
registered status

                                      -63-





<PAGE>


(except to the extent that the Borrowers shall have given notice of the
termination of such plan in accordance with subsection 6.7(d)) under and is
administered in a timely manner in all respects in accordance with the
applicable pension plan text, funding agreement, the Income Tax Act (Canada)
and all other applicable laws.

         (b) For each Canadian Pension Plan hereafter adopted by the Borrowers
and their Subsidiaries which is required to be registered under the Income Tax
Act (Canada) or any other applicable laws, use its best efforts to seek and
receive confirmation in writing from the applicable Governmental Authorities to
the effect that such plan is unconditionally registered under the Income Tax Act
(Canada) and such other applicable laws.

         (c) For each Canadian Pension Plan and Canadian Benefit Plan hereafter
adopted by the Borrowers and their Subsidiaries, in a timely fashion perform in
all material respects all obligations (including fiduciary, funding, investment
and administration obligations) required to be performed in connection with such
plan and the funding media therefor.

                         SECTION 7. NEGATIVE COVENANTS

         Each Borrower hereby agrees that, so long as the Commitments remain in
effect, any Note or any Letter of Credit remains outstanding and unpaid or any
other amount is owing to any Lender or the Administrative Agent hereunder, such
Borrower shall not, and (except with respect to subsection 7.1) shall not permit
any of its Subsidiaries to, directly or indirectly:

         7.1. Financial Condition Covenants.

         (a) Senior Leverage Ratio. Permit the Senior Leverage Ratio as at the
last day of any fiscal quarter of the Company to be greater than 3.75:1:00.

         (b) Leverage Ratio. Permit the Leverage Ratio as at the last day of any
fiscal quarter of the Company to be greater than 5.00:1.00.

         (c) Interest Coverage Ratio. Permit the Interest Coverage Ratio as at
the last day of any fiscal quarter of the Company to be less than 2.50:1.00;

         7.2. Limitation on Indebtedness. Create, incur, assume or suffer to
exist any Indebtedness, except:

         (a) Indebtedness under this Agreement and the other Loan Documents;

         (b) Indebtedness of up to $10,000,000 in the aggregate at any time
outstanding of Sandco under the Sandco Credit Facility;

         (c) Indebtedness of up to $7,000,000 in the aggregate at any time
outstanding of Reheis Ireland under the Reheis Ireland Credit Facility;

         (d) Indebtedness of up to $10,000,000 in the aggregate at any time
outstanding of GenTek Canada under the GenTek Canada Working Capital Facility;

                                      -64-





<PAGE>


         (e) Indebtedness of up to $20,000,000 in the aggregate at any time
outstanding under the Noma Credit Facility;

         (f) Indebtedness of the Company to any Subsidiary and of any Subsidiary
to the Company or any other Subsidiary; provided that any such Indebtedness of a
Subsidiary (other than the Canadian Borrower or any Subsidiary Guarantor) to the
Company or a Subsidiary Guarantor shall be evidenced by a non-negotiable senior
promissory note having terms reasonably satisfactory to the Administrative
Agent;

         (g) Indebtedness of a Person which becomes a Subsidiary after the date
hereof, provided that (i) such Indebtedness existed at the time such corporation
became a Subsidiary and was not created in anticipation thereof and (ii)
immediately after giving effect to the acquisition of such Person by the
Company, no Default or Event of Default shall have occurred and be continuing;

         (h) (i) Interest Rate Protection Obligations of the Company entered
into to hedge actual interest rate exposure and not for speculative purposes to
the extent that the notional principal amount thereof does not exceed the amount
of Indebtedness being hedged, (ii) Interest Rate Protection Obligations of the
Canadian Borrower entered into to hedge actual interest rate exposure and not
for speculative purposes to the extent that the notional principal amount
thereof does not exceed the amount of Indebtedness being hedged and (iii)
Guarantee Obligations (x) by Subsidiaries of the Company in respect of the
Company's obligations described in the preceding clause (i) and (y) by the
Company or any Subsidiary of the Canadian Borrower's obligations described in
the preceding clause (ii) as long as the aggregate amount of such Guarantee
Obligations described in this clause (iii) (as measured by the relevant swap
termination values) does not exceed $5,000,000;

         (i) Indebtedness under Currency Agreements; provided that in the case
of Currency Agreements which relate to Indebtedness, such Currency Agreements do
not increase the Indebtedness of the Company or the Canadian Borrower
outstanding other than as a result of fluctuations in foreign currency exchange
rates or by reason of fees, indemnities and compensation payable thereunder;

         (j) Indebtedness of the Company or any of its Subsidiaries (other than
such Indebtedness permitted by subsection 7.2(q)) incurred to finance the
acquisition of fixed or capital assets (whether pursuant to a loan, a Financing
Lease or otherwise) in an aggregate principal amount not exceeding as to the
Company and its Subsidiaries $30,000,000 at any time outstanding;

         (k) Indebtedness of the Company or any of its Subsidiaries at any time
outstanding incurred in the ordinary course of business in respect of
reclamation bonds, performance bonds, letters of credit and surety bonds
provided by the Company or any of its Subsidiaries required by and in compliance
with the applicable statutes or laws of the relevant jurisdiction or by relevant
Governmental Authorities;

         (1) Indebtedness outstanding on the Original Closing Date and listed on
Schedule III;

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<PAGE>


         (m) Indebtedness of the Company or any of its Subsidiaries not
otherwise permitted under this subsection 7.2 in an aggregate principal amount
not to exceed $20,000,000 at any time outstanding;

         (n) Indebtedness of the Company consisting of the Senior Subordinated
Notes;

         (o) Indebtedness of Foreign Subsidiaries (other than Canadian
Subsidiaries) of Krone International Holdings Inc. in an aggregate principal
amount not to exceed $50,000,000 at any time;

         (p) any Indebtedness ("Refinancing Indebtedness") incurred in
connection with the extension, renewal, substitution, refinancing or replacement
of any Indebtedness referred to in clauses (b) through (1) and clause (o) above
and clause (q) below; provided that (i) the principal amount of such Refinancing
Indebtedness does not exceed the aggregate principal amount of, plus accrued
interest on, the Indebtedness being extended, renewed, substituted, refinanced
or replaced, plus the reasonable amount of fees, underwriting discount, premiums
and other costs and expenses reasonably incurred in connection therewith, (ii)
such Refinancing Indebtedness does not require an increase in amortization
payments payable by the Company or its Subsidiaries at any time prior to
December 31, 2007, (iii) such Refinancing Indebtedness contains terms which,
taken as a whole, are not less favorable to the Company and its Subsidiaries
than the terms of the Indebtedness being extended, renewed, substituted,
refinanced or replaced and (iv) the only obligors on the applicable Refinancing
Indebtedness are the obligors on the Indebtedness being refinanced unless
otherwise permitted by subsections 7.2 and 7.4; and

         (q) other Indebtedness of the Company or its Subsidiaries as long as,
at the time of the incurrence of such Indebtedness, (i) no Event of Default
shall have occurred and be continuing or would occur after giving effect thereto
and (ii) the Company delivers to the Administrative Agent a certificate from its
chief financial officer demonstrating that it would be in compliance with
subsection 7.1 for the most recent period for which a Compliance Certificate has
been delivered pursuant to subsection 6.2(b) after giving effect to the
incurrence of such Indebtedness (and the application of the proceeds thereof
including the effects of acquired businesses and assets) and recalculating the
Senior Leverage Ratio if such Indebtedness had been incurred on the first day of
such period and remained outstanding during such period.

         7.3. Limitation on Liens. Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for:

         (a) Liens for taxes not yet due or which are being contested in good
faith by appropriate proceedings diligently conducted, provided that adequate
reserves with respect thereto are maintained on the books of the Company or its
Subsidiaries, as the case may be, in conformity with GAAP;

         (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's
or other like Liens arising in the ordinary course of business which secure
amounts not overdue for

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a period of more than 60 days or which are being contested in good faith by
appropriate proceedings diligently conducted or which do not exceed $1,000,000
in the aggregate at any time;

         (c) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation; and any
attachment, judgment or similar Lien, unless the writ, judgment or other process
it secures shall not, within 60 days after the entry thereof, have been
discharged or the execution thereof stayed pending appeal, or shall not have
been discharged within 60 days after the expiration of any such stay;

         (d) (i) deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature incurred
in the ordinary course of business, and (ii) purchase-money Liens on inventory
and Liens on inventory held by third parties on consignment or a similar basis,
in each case incurred in the ordinary course of business, provided that the
aggregate fair market value of all inventory at any time subject to Liens
described in this clause (ii) shall not exceed $10,000,000;

         (e) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which exist on the date
hereof or which do not materially detract from the value of the property subject
thereto or materially interfere with the ordinary conduct of the business of the
Company or such Subsidiary;

         (f) Liens in existence on the Original Closing Date listed on Schedule
III, provided that no such Lien is spread to cover any additional property after
the Closing Date and that the amount of Indebtedness secured thereby is not
increased;

         (g) Liens securing Indebtedness of the Company and its Subsidiaries
permitted by subsection 7.2(j) incurred in the ordinary course of business to
finance the acquisition of fixed or capital assets, provided that (i) such Liens
shall be created within 180 days after the acquisition of such fixed or capital
assets, (ii) such Liens do not at any time encumber any property other than the
property financed by such Indebtedness, (iii). the amount of Indebtedness
secured thereby is not increased and (iv) the principal amount of Indebtedness
secured by any such Lien shall at no time exceed 80% of the fair value (as
determined in good faith by the Company and evidenced by a certificate of a
Responsible Officer) of such property at the time it was acquired;

         (h) Liens on the property or assets of a corporation which becomes a
Subsidiary after the date hereof securing Indebtedness permitted by subsection
7.2(g), provided that (i) such Liens existed at the time such corporation became
a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is
not spread to cover any property or assets of such corporation after the time
such corporation becomes a Subsidiary (except after-acquired property to the
extent such Lien includes after-acquired property) and (iii) the amount of
Indebtedness secured thereby is not increased;

         (i) (i) Liens on the assets of Sandco and its Subsidiaries which secure
obligations of Sandco under the Sandco Credit Facility, (ii) Liens on the assets
of Reheis Ireland

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and its Subsidiaries which secure obligations of Reheis Ireland under the Reheis
Ireland Credit Facility, (iii) Liens on the assets of GenTek Canada and its
Subsidiaries which secure obligations of GenTek Canada under the GenTek Canada
Working Capital Facility and (iv) Liens on the assets of the Canadian Borrower
and its Subsidiaries which secure obligations of the Canadian Borrower or its
Subsidiaries under the Noma Credit Facility, so long as no such Lien encumbers
any Collateral;

         (j) Liens created pursuant to the Security Document;

         (k) Liens securing Refinancing Indebtedness permitted by subsection
7.2(p); provided that (i) such Liens cover only the property securing the
Indebtedness being refinanced and (ii) the principal amount of Indebtedness
secured thereby is not increased (except as permitted by subsection 7.2(p));

         (l) Liens on assets of Foreign Subsidiaries (other than Canadian
Subsidiaries) of Krone International Holdings Inc. securing Indebtedness
permitted by Section 7.2(o) and related obligations;

         (m) other Liens (other than on property constituting Collateral)
securing up to $40,000,000 of obligations.

         7.4. Limitation on Guarantee Obligations. Create incur, assume or
suffer to exist any Guarantee Obligation, unless such obligation would be
permitted to be incurred as Indebtedness of such Person pursuant to subsection
7.2; provided that no Subsidiary of the Company may create, incur, assume or
suffer to exist any Guarantee Obligations in respect of the Senior Subordinated
Notes unless (i) such Subsidiary is a Subsidiary Guarantor and (ii) such
Guarantee Obligations are evidenced and subordinated pursuant to Articles Eleven
and Twelve of the Senior Subordinated Note Indenture.

         7.5. Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, except:

         (a) (i) any Subsidiary of the Company may be merged or consolidated
with or into the Company (provided that the Company shall be the continuing or
surviving corporation), (ii) any Subsidiary of the Company may be merged,
consolidated or amalgamated with or into a Subsidiary Guarantor (provided that a
Subsidiary Guarantor shall be a continuing or surviving corporation or, if such
Subsidiary is the Canadian Borrower, that the Canadian Borrower shall be the
continuing or surviving corporation), and (iii) any Subsidiary of the Company
(other than the Canadian Borrower) that is not a Subsidiary Guarantor may be
merged, consolidated or amalgamated with or into another Subsidiary that is not
a Subsidiary Guarantor;

         (b) (i) any Subsidiary may sell, lease, transfer or otherwise dispose
of all or substantially all of its assets (upon voluntary liquidation or
otherwise) to the Company, the Canadian Borrower or a Subsidiary Guarantor and
(ii) any Subsidiary of the Company (other than the Canadian Borrower) that is
not a Subsidiary Guarantor may sell, lease, transfer or

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<PAGE>


otherwise dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to another Subsidiary that is not a Subsidiary
Guarantor; provided that, subject to clauses (d) and (e) below, prior to the
consummation of the Noma Restructurings, a Subsidiary of the Canadian Borrower
may only sell, lease, transfer or otherwise dispose of all or substantially all
of its assets (upon voluntary liquidation or otherwise) to the Canadian Borrower
or a Canadian Subsidiary Guarantor; and

         (c) in order to consummate an acquisition permitted by subsection
7.10(f), the Company or a Subsidiary may be merged with the acquired company as
long as the surviving company is (i) the Company (if the Company consummates any
such transaction), the Canadian Borrower (if the Canadian Borrower consummates
any such transaction) or a Subsidiary Guarantor (if a Subsidiary Guarantor
consummates any such transaction) or (ii) otherwise, a Subsidiary of the
Company.

         7.6. Limitation on Sale of Assets. Consummate Asset Sale unless (i) the
Company (or applicable Subsidiary, as the case may be) receives consideration at
the time of such Asset Sale at least equal to the fair market value (as
determined in good faith by the Company and evidenced by a certificate of a
Responsible Officer) of the assets or Equity Interests issued or sold or
otherwise disposed of and (ii) at least 75% of the consideration
therefor received by the Company or such Subsidiary is in the form of cash or
Cash Equivalents; provided that the amount of (x) any liabilities (as shown on
the Company's or such Subsidiary's most recent balance sheet) of the Company or
any Subsidiary (other than contingent liabilities and liabilities that are by
their terms subordinated to the Obligations or any guarantee thereof) are
assumed by the transferee of any such assets pursuant to a customary novation
agreement that releases the Company or such Subsidiary from further liability
and (y) any securities, notes or other obligations received by the Company or
any such Subsidiary from such transferee that are converted by the Company or
such Subsidiary into cash (to the extent of the cash received) within 90 days
following such receipt, shall be deemed to be cash for purposes of this
provision. Notwithstanding the preceding clause (ii), the Company and its
Subsidiaries may consummate one or more Asset Sales by making contributions of
assets to joint ventures in exchange for consideration consisting of Capital
Stock of such joint ventures engaged in businesses described in subsection 7.16
as long as (a) if the acquisition of such Capital Stock is a Restricted
Investment, such Capital Stock is pledged to the Lenders in accordance with
subsection 6.10(d), and (b) such contributions are permitted by subsection 7.10.

         7.7. INTENTIONALLY OMITTED.

         7.8. Limitation on Restricted Payments. (a) (i) Declare or pay any
dividend or make any distribution on, or purchase, redeem or otherwise acquire
or retire for value, or make or permit any of its Subsidiaries to declare or pay
any dividend or make any distribution on or payment on account of the purchase,
redemption, defeasance or other acquisition or retirement for value of, any
Capital Stock of the Company or of any Subsidiary of the Company (other than
Capital Stock of a Subsidiary which Capital Stock is owned by the Company, a
Wholly-Owned Subsidiary or a Subsidiary Guarantor), other than through the
issuance solely of the Company's own Capital Stock (other than Redeemable
Stock), (ii) make any principal payment on, or redeem, repurchase or defease, or
otherwise acquire or retire for value, or permit any of its Subsidiaries to,
directly or indirectly, make any principal payment on, or redeem, repurchase or

                                      -69-









<PAGE>

defease, or otherwise acquire or retire for value, prior to any scheduled
principal payment, scheduled sinking fund payment or scheduled maturity, any
Indebtedness or Guarantee Obligations which are subordinated to the Obligations
(or, if applicable, any guarantee thereof) (other than as permitted by
subsection 7.11), (iii) make, or permit any of its Subsidiaries to make, any
Restricted Investment or (iv) make or commit to make Capital Expenditures
pursuant to clause (b)(ii) of subsection 7.9 (such payments or any other actions
described in clauses (i), (ii), (iii) and (iv) are collectively referred to as
"Restricted Payments") unless at the time of and after giving effect to the
proposed Restricted Payment, (A) no Default or Event of Default (including,
without limitation, any Default or Event of Default under subsection 7.1(c))
shall have occurred and be continuing; and (B) the aggregate amount of all
Restricted Payments made after the Original Closing Date of this Agreement shall
not exceed the sum of (1) the aggregate Net Cash Proceeds received by the
Company or Subsidiary Guarantors from the issuance or sale (other than to a
Subsidiary or an ESOP) after the Original Closing Date of shares of its Capital
Stock, plus (2) the aggregate net proceeds received by the Company or Subsidiary
Guarantors from the issuance or sale (other than to a Subsidiary or an ESOP)
after January 1, 1999 of any debt securities or Redeemable Stock that have been
converted into or exchanged for Capital Stock (excluding Redeemable Stock) of
the Company, plus (3) Qualifying ESOP Purchases, plus (4) proceeds from the
disposition of Restricted Investments, plus (5) the lesser of (X) 50% of the
Consolidated Adjusted Net Income (or, in the case of a deficit Consolidated
Adjusted Net Income, minus 100% of such deficit) of the Company accrued on a
cumulative basis for the period commencing on January 1, 1999 to the last day of
the fiscal quarter immediately preceding the date of the proposed Restricted
Payment and (Y) 50% of the Consolidated Cash Flow (or, in the case of a deficit
Consolidated Cash Flow, minus 100% of such deficit Consolidated Cash Flow) of
the Company accrued on a cumulative basis for the period commencing on January
1, 1999 to the last day of the fiscal quarter immediately preceding the date of
the proposed Restricted Payment plus (6) $50,000,000.

         For purposes of this subsection 7.8, the "net proceeds" from the
issuance of shares of Capital Stock of the Company issued upon conversion or
exchange of debt securities or Redeemable Stock shall be deemed to be the net
book value of such debt securities or Redeemable Stock at the date of conversion
(plus the additional amount required to be paid upon such conversion, if any)
less any cash payment made by the Company on account of fractional shares. For
purposes of this paragraph, the "net book value" of a security shall be the
amount received by the Company on the issuance of such security, as adjusted in
accordance with GAAP on the books of the Company to the date of conversion or
exchange. The foregoing shall not be interpreted to limit the authority of the
Board of Directors of the Company, as set forth above, to determine the value of
other securities of the Company or other property received as net proceeds.

         (b) Notwithstanding anything in subsection 7.8(a) to the contrary, the
following shall not be included in the calculation of the aggregate amount of
Restricted Payments made after the date of this Agreement: (1) the redemption,
repurchase or other acquisition or retirement of any shares of any class of
Capital Stock of the Company or of any Subsidiary of the Company in exchange for
(including any such exchange pursuant to the exercise of a conversion right or
privilege in connection with which cash is paid in lieu of the issuance of
fractional shares or scrip), or out of the proceeds of a substantially
concurrent issue and sale (other than to a Subsidiary or an ESOP) of, other
shares of Capital Stock (other than

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Redeemable Stock) of the Company; (2) to the extent otherwise permitted pursuant
to this Agreement, the purchase or redemption of subordinated Indebtedness made
in exchange for, or out of the proceeds of a substantially concurrent issue and
sale (other than to a Subsidiary or an ESOP) of, other subordinated Indebtedness
which (A) is subordinated to the Loans and all other obligations of the Company
hereunder to at least the same extent as the subordinated Indebtedness being
purchased or redeemed and (B) does not require any increase in amortization
payments payable by the Company at any time prior to December 31, 2007; (3)
payments by the Company pursuant to its equity incentive plans to the extent
such payments are reflected as expenses in the calculation of Consolidated Net
Income; (4) the payment of any dividend by a Subsidiary of the Company to the
holders of its common Equity Interests on a pro rata basis; (5) the repurchase,
redemption or other acquisition or retirement for value of any Equity Interests
of the Company or any Subsidiary of the Company held by any member of the
Company's (or any of its Subsidiaries') management, consultants or advisors
pursuant to any management equity subscription agreement or stock option
agreement in effect as of the Original Closing Date; provided that the aggregate
price paid for all such repurchased, redeemed, acquired or retired Equity
Interests shall not exceed $1,000,000 in any twelve-month period and no Default
or Event of Default shall have occurred and be continuing immediately after such
transaction; (6) payments of any amounts to an ESOP or other stock plan for
employees in an amount not to exceed $1,000,000; (7) INTENTIONALLY OMITTED; (8)
payments to former shareholders of Defiance, Inc. in connection with the
acquisition by Holdings prior to the Spin Off, through a Subsidiary of Defiance,
Inc. in an amount not to exceed $500,000 in the aggregate during the term of
this Agreement; and (9) Restricted Payments by any Subsidiary to the Company,
the Canadian Borrower or a Subsidiary Guarantor; Restricted Payments by the
Company or the Canadian Borrower to a Subsidiary Guarantor; Restricted Payments
by the Company to the Canadian Borrower or by the Canadian Borrower to the
Company; and Restricted Payments by any Subsidiary (other than the Canadian
Borrower) that is not a Subsidiary Guarantor to any other Subsidiary that is not
a Subsidiary Guarantor. Solely for purposes of any calculation that is required
to be made pursuant to this covenant within 60 days after the declaration of a
dividend or other distribution in respect of Capital Stock by the Company or any
of its Subsidiaries, such dividend or other distribution in respect of Capital
Stock shall be deemed to be paid at the date of declaration, and the subsequent
payment of such dividend or other distribution in respect of Capital Stock
during such 60-day period shall not be treated as an additional Restricted
Payment; provided that no such dividend may be paid or distribution made if a
Default or an Event of Default has occurred and is continuing or would result
therefrom.

         7.9. Limitation on Capital Expenditures. Make or commit to make (by way
of the acquisition of securities of a Person or otherwise) any expenditure in
respect of the purchase or other acquisition of fixed or capital assets
(excluding any such asset acquired in connection with normal replacement and
maintenance programs properly charged to current operations) ("Capital
Expenditures") except (a) from the proceeds of any Reinvestment Deferred Amount
and (b) for expenditures in the ordinary course of business not exceeding, in
the aggregate for the Company and its Subsidiaries, the sum of (i) $80,000,000
during any fiscal year of the Company plus, beginning with the 2000 fiscal year,
up to $40,000,000 of such amount that was not so expended in the prior fiscal
year (provided that Capital Expenditures made pursuant to this clause (i) during
any fiscal year shall be deemed made, first, in respect of amounts permitted for
such fiscal year as provided above and, second, in respect of amounts carried
over from the prior

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fiscal year), (ii) in any fiscal year of the Company, the amount of additional
Capital Expenditures which the Company and its Subsidiaries are permitted to
make and commit to make pursuant to subsection 7.8, and (iii) in any fiscal year
of the Company, the aggregate Acquired Capital Expenditure Amount of all
Acquired Businesses.

         7.10. Limitation on Investments. Loans and Advances. Make any advance,
loan, extension of credit or capital contribution to, or purchase any stock,
bonds, notes, debentures or other securities of or any assets constituting a
business unit of, or make any other investment in, any Person (each of the
foregoing an "Investment"), except:

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

         (b) Investments in Cash and Cash Equivalents;

         (c) loans and advances to employees of the Company or its Subsidiaries
for travel, entertainment and relocation expenses in the ordinary course of
business;

         (d) (i) Investments of the Company and its Subsidiaries in Subsidiaries
of the Company as such investments are in effect upon the consummation of the
Spin-Off Transactions and (ii) loans and advances by Subsidiaries of the Company
to the Company;

         (e) (i) Investments by the Company in the Canadian Borrower or a
Subsidiary Guarantor, (ii) Investments by Subsidiaries of the Company in the
Company, the Canadian Borrower or a Subsidiary Guarantor and (iii) Investments
by Subsidiaries of the Company (other than the Canadian Borrower) that are not
Subsidiary Guarantors in other Subsidiaries that are not Subsidiary Guarantors;

         (f) Investments consisting of the acquisition of all or substantially
all of the assets of, or Capital Stock of, a Person or division or line of
business of a Person if immediately after giving effect thereto (i) no Default
or Event of Default shall have occurred and be continuing or would result
therefrom, (ii) the Company shall be in compliance, on a pro forma basis after
giving effect to such acquisition, with the covenants contained in subsection
7.1 recomputed as at the last day of the most recently ended fiscal quarter of
the Company as if such acquisition had occurred on the first day of each
relevant period for testing such compliance, and the Company shall have
delivered to the Administrative Agent, a certificate of its chief financial
officer to such effect accompanied by all relevant financial information for
such acquisition and (iii) if such acquisition is of assets other than Capital
Stock, the acquiring Person shall be a Guarantor under the Guarantee and Pledge
Agreement (and/or other applicable Security Documents); provided that no
acquisition may be made of more than 5% of the Capital Stock of any public
company unless the Board of Directors (or other governing body) of such company
approves such acquisition at the time it is commenced;

         (g) Capital Expenditures made pursuant to and in accordance with
subsection 7.9;

         (h) additional Investments not to exceed $50,000,000 in the aggregate
if immediately after giving effect thereto (i) no Default or Event of Default
shall have occurred and be continuing or would result therefrom, and (ii) the
Company shall be in compliance on a pro

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forma basis after giving effect to such Investment, with the covenants contained
in subsection 7.1 recomputed as at the last day of the most recently ended
fiscal quarter of the Company as if such Investment had occurred on the first
day of each relevant period for testing such compliance, and the Company shall
have delivered to the Administrative Agent, a certificate of its chief financial
officer to such effect accompanied by all relevant financial information for
such acquisition; provided that no acquisition may be made of more than 5% of
the Capital Stock of any public company unless the Board of Directors (or other
governing body) of such company approves such acquisition at the time it is
commenced; and

         (i) Restricted Investments made in accordance with subsection 7.8.

         7.11. Limitations on Optional Payments and Modifications of Agreements.
(a) Make any optional payment or prepayment on or redemption, defeasance or
purchase of any Indebtedness or Guarantee Obligations, in each case, which are
subordinated to the Obligations (or, if applicable, any guarantee thereof),
except, so long as no Default or Event of Default has occurred and is continuing
or would result therefrom (i) in connection with the extension, renewal,
substitution, refinancing or replacement of any such Indebtedness with
Refinancing Indebtedness (as defined in and to the extent permitted by
subsection 7.2(p)) and (ii) as permitted by subsection 7.8, (b) amend, modify or
change, or consent or agree to any amendment, modification or change to, any of
the terms of any Indebtedness which is subordinated to any of the Obligations
(or any guarantee thereof) in any material respect or in any way that is
materially adverse to the interests of the Lenders or either Borrower, or (c)
amend, modify or change, or consent to any amendment, modification or change to
(i) any of the terms of the Management Agreement in any way that is in the
aggregate materially adverse to the interests of the Lenders or either Borrower
or (ii) any of the terms of the Security Documents except pursuant to the terms
hereof and thereof. The Company shall provide the Administrative Agent and each
Lender with prior written notice of (i) any payment, prepayment, redemption,
defeasance or purchase of any Indebtedness or Guarantee Obligation pursuant to
clause (a) above and (ii) any amendment, modification or change to any of the
terms of any Indebtedness of the Company and its Subsidiaries or of any
agreement refereed to in clause (c) above.

         (b) Notwithstanding paragraph (a) above, consent to any amendment,
modification or change to the Senior Subordinated Notes or the Senior
Subordinated Note Indenture which adversely affects the Lenders.

         7.12. Limitation on Transactions with Affiliates. Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate unless
such transaction is (a) otherwise permitted under this Agreement or, in the case
of any of the Spin-Off Transactions, described in the Form 10 Filing and (b)
upon fair and reasonable terms in the aggregate no less favorable to the Company
or such Subsidiary, as the case may be, than it would obtain in a comparable
arm's length transaction with a Person which is not an Affiliate; provided that
(i) the Company may enter into the Management Agreement and renewals,
modifications, replacements or amendments of the Management Agreement permitted
by subsection 7.11; (ii) the Company and its Subsidiaries may enter into the
other Spin-Off Documents and renewals, modifications, replacements or amendments
thereof permitted by subsection 7.7 and (iii) the Company may acquire the
digital

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telecommunications business of Prestolite Wire Corporation and enter into
agreements with respect thereto on substantially the terms previously disclosed
to the Lenders.

         7.13. Limitation on Sales and Leasebacks. Enter into any arrangement
with any Person providing for the leasing by the Company or any Subsidiary of
real or personal property which has been or is to be sold or transferred by the
Company or such Subsidiary to such Person (or to any other Person to whom funds
have been or are to be advanced by such Person on the security of such property
or rental obligations of the Company or such Subsidiary), unless (a) such
arrangement (or any portion thereof), if an Asset Sale, is permitted by
subsection 7.6 and (b) at the time of consummation of such arrangement, the
Company delivers to the Administrative Agent a certificate from its chief
financial officer demonstrating that it would be in pro forma compliance with
subsections 7.1 and 7.2 for the most recent period for which a Compliance
Certificate is required to have been delivered pursuant to subsection 6.2(b)
after giving effect to such arrangement (including the proceeds from such sale
and the lease payments from the leasing of the property) as if such arrangement
had been entered into on the first day of such period.

         7.14. Limitation on Changes in Fiscal Year. Permit the fiscal year of
the Company to end on a day other than December 31, unless this Agreement shall
have been amended as necessary to restore the parties hereto as nearly as
possible to their respective positions prior to such change in fiscal year.

         7.15. Limitation on Negative Pledge Clauses. Enter into with any Person
any agreement which prohibits or limits the ability of the Company or any of its
Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of
its property, assets or revenues, whether now owned or hereafter acquired, other
than (a) this Agreement and the other Loan Documents, (b) any agreement of any
Person which becomes a Subsidiary of the Company or to which the Company or any
Subsidiary becomes subject after the date hereof in connection with a Permitted
Acquisition, which agreement was not created in anticipation thereof, including,
but not limited to, any such agreement governing acquired Indebtedness permitted
under Subsection 7.2(g), provided that any agreement so permitted in accordance
with this clause (b) shall apply only to the property or assets acquired,
directly or indirectly, by the Company pursuant to such Permitted Acquisition,
(c) agreements that restrict in a customary manner the subletting, assignment or
transfer of any property or asset that is subject to a lease, license or similar
contract, or the assignment or transfer of any lease; license or other contract,
(d) customary provisions restricting dispositions of real property interests set
forth in any easement or similar agreements, (e) agreements in connection with
the sale or disposition of any assets of the Company or the sale or disposition
of a Subsidiary (or any of its property or assets), in any such case as
permitted under this Agreement, pending the closing of such sale or disposition,
(f) any industrial revenue bonds, purchase money mortgages or Financing Leases
permitted by this Agreement (in which cases, any prohibition or limitation shall
only be effective against the assets financed thereby), (g) agreements creating
Liens permitted to be incurred pursuant to subsection 7.3, so long as such
agreements do not prohibit or limit in any manner the ability of the Company or
any of its Subsidiaries to create, incur, assume or suffer to exist any Lien on
any Collateral, and (h) such restrictions as exist in the Senior Subordinated
Note Indenture as in effect on the Closing Date.

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         7.16. Limitation on Lines of Business. Enter into any significant
business, either directly or through any Subsidiary, except for those businesses
which are primarily of the same general types as those in which the Company and
its Subsidiaries are engaged on the date of this Agreement or which are Related
Businesses.

                          SECTION 8. EVENTS OF DEFAULT

         8.1. Events of Default. If any of the following events shall occur and
be continuing:

         (a) The applicable Borrower shall fail to pay any principal of any Loan
or Reimbursement Obligation when due in accordance with the terms thereof; or
the applicable Borrower shall fail to pay any interest on any Loan or
Reimbursement Obligation, or any other amount payable hereunder or under any
other Loan Document, within three Business Days after any such interest or other
amount becomes due in accordance with the terms hereof or thereof; or

         (b) Any representation or warranty made or deemed made by the Company
or any other Loan Party herein or in any other Loan Document or which is
contained in any certificate, document or statement furnished by it at any time
under or in connection with this Agreement or any such other Loan Document shall
prove, either individually or in the aggregate, to have been incorrect or
misleading in any material respect on or as of the date made or deemed made; or

         (c) Either Borrower or any other Loan Party shall default in the
observance or performance of any agreement contained in Section 7 hereof (other
than subsection 7.3 (in the case of any such default resulting from the
existence of an involuntary or inchoate Lien) and subsection 7.7); or

         (d) Either Borrower or any other Loan Party shall default in the
observance or performance of any other agreement contained in this Agreement or
any other Loan Document (other than as provided in paragraphs (a) through (c) of
this Section), and such default shall continue unremedied for a period of 30
days after written notice to the Company by the Administrative Agent; or

         (e) The Company or any of its Subsidiaries shall (i) default in any
payment of principal of or interest on any Indebtedness (other than the Loans
and the Reimbursement Obligations) or in the payment of any Guarantee
Obligation, aggregating $10,000,000 or more, beyond the period of grace (not to
exceed 30 days), if any, provided in the instrument or agreement under which
such Indebtedness or Guarantee Obligation was created; or (ii) default in the
observance or performance of any other agreement or condition following any
applicable grace periods relating to any Indebtedness or Guarantee Obligation
referred to in clause (i) immediately above or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of any Indebtedness
referred to in clause (i) immediately above or beneficiary or beneficiaries of
such Guarantee Obligation referred to in clause (i) immediately above (or a
trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice, lapse of time or both

                                      -75-





<PAGE>


if required, such Indebtedness to become due prior to its stated maturity or
such Guarantee Obligation to become payable, provided, however, that if the
default described in this clause (e) is cured, the Event of Default under this
clause (e) shall be simultaneously cured; or

         (f) (i) (A) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(B) any "accumulated funding deficiency" (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in favor
of the PBGC or a Plan shall arise on the assets of the Company or any Commonly
Controlled Entity, (C) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any Single Employer Plan, which
Reportable Event or commencement of proceedings or appointment of a trustee is,
in the reasonable opinion of the Required Lenders, likely to result in the
termination of such Plan for purposes of Title IV of ERISA, (D) any Single
Employer Plan shall terminate for purposes of Title IV of ERISA, (E) the Company
or any Commonly Controlled Entity shall, or in the reasonable opinion of the
Required Lenders is likely to, incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or
(F) any other similar event or condition shall occur or exist with respect to a
Plan; and in each case in clauses (A) through (F) above, such event or
condition, together with all other such events or conditions, if any, could
reasonably be expected to have a Material Adverse Effect; or

         (ii) (A) a Borrower or any of its Subsidiaries fails to remit in a
     timely manner any amount payable to a Canadian Pension Plan, (B) a Borrower
     or any of its Subsidiaries receives, directly or indirectly, payment of any
     amount from a Canadian Pension Plan, (C) any Canadian Pension Plan is
     terminated, wound up or otherwise ceases to be registered under the Income
     Tax Act (Canada) or the applicable provincial pension benefits standards
     legislation, or (D) any other similar event or condition shall occur or
     exist with respect to a Canadian Pension Plan; and in each case in clauses
     (A) through (D) above, such event or condition, together with all other
     such events or conditions, if any, could reasonably be expected to have a
     Material Adverse Effect; or

         (g) One or more judgments or decrees shall be entered against the
Company or any of its Subsidiaries involving in the aggregate a liability (to
the extent not paid or covered by insurance less any applicable and customary
retention or deductible) of $10,000,000 or more, and all such judgments or
decrees shall not have been vacated, discharged, stayed or bonded pending appeal
within 60 days from the entry thereof; or

         (h) (i) Any of the Security Documents shall cease, for any reason, to
be in full force and effect (other than pursuant to the terms hereof or
thereof), or the Company, the Canadian Borrower or any other Loan Party which is
a party to any of the Security Documents shall so assert in writing or (ii) the
Lien created by any of the Security Documents on any material portion of the
Collateral shall cease to be enforceable and of the same effect and priority
purported to be created thereby and, if such condition is correctable, such
condition is not corrected within 30 days; or

                                       -76-





<PAGE>


         (i) any guarantee under the Guarantee and Pledge Agreement or the
Canadian Guarantee and Pledge Agreement shall cease for any reason to be in full
force and effect (other than pursuant to the terms hereof or thereof) or any
Loan Party shall so assert in writing; or

         (j) a Change in Control shall have occurred; or

         (k) except as permitted by subsection 7.5, the Company shall cease to
beneficially own, directly or indirectly through Subsidiary Guarantors, 100% of
each class of Capital Stock of GenChem and the Canadian Borrower, in each case
free of Liens (except for Liens created pursuant to the Security Documents); or

         (1) the Senior Subordinated Notes shall cease, for any reason, to be
validly subordinated to the Company Obligations, as provided in the Senior
Subordinated Note Indenture, or any Loan Party, the trustee in respect of the
Senior Subordinated Notes or the holders of at least 25% in aggregate principal
amount of the Senior Subordinated Notes shall so assert and, in the event of
such assertion by the trustee or such holders, the Company does not within 30
days thereof deliver to the Administrative Agent an opinion of counsel (such
counsel and such opinion to be reasonably satisfactory to the Administrative
Agent) stating that the subordination provisions of the Senior Subordinated Note
Indenture are legal, valid and binding; or

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

then, and in any such event:

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<PAGE>


         (A) if such event is an Event of Default specified in clause (i) or
(ii) of paragraph (m) above with respect to either Borrower, automatically the
Commitments shall immediately terminate and the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement and the other
Loan Documents (including all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) shall immediately become due and payable; and

         (B) if such event is any other Event of Default specified in this
subsection 8.1, either or both of the following actions may be taken: (i) with
the consent of the Majority Revolving Facility Lenders, the Administrative Agent
may, or upon the request of the Majority Revolving Facility Lenders, the
Administrative Agent shall, by notice to the Company declare the Revolving
Commitments to be terminated forthwith, whereupon the Revolving Commitments
shall immediately terminate; and (ii) with the consent of the Required Lenders,
the Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Company, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) to be due and
payable forthwith, whereupon the same shall immediately become due and payable.

         8.2. Certain Provisions Applicable to Letters of Credit. With respect
to all Letters of Credit with respect to which presentment for honor shall not
have occurred at the time of an acceleration pursuant to this Section, the
Company shall at such time deposit in a cash collateral account opened by the
Administrative Agent an amount equal to the aggregate then undrawn and unexpired
amount of such Letters of Credit. The Company hereby grants to the
Administrative Agent, for the benefit of the Issuing Banks and the Participating
Banks, a security interest in such cash collateral to secure all obligations of
the Company in respect of such Letters of Credit under this Agreement and the
other Loan Documents. Amounts held in such cash collateral account shall be
applied by the Administrative Agent to the payment of drafts drawn under such
Letters of Credit, and the unused portion thereof after all such Letters of
Credit shall have expired or been fully drawn upon, if any, shall be applied to
repay other obligations of the Borrowers hereunder and under the Notes. After
all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of
the Borrowers hereunder and under the other Loan Documents shall have been paid
in full, the balance, if any, in such cash collateral account shall be returned
to the Company. The Company shall execute and deliver to the Administrative
Agent, for the account of the Issuing Banks and the Participating Banks, such
further documents and instruments as the Administrative Agent may request to
evidence the creation and perfection of such security interest in such cash
collateral account.

         8.3. Certain Waivers. Except as expressly provided above in this
Section, presentment, demand, protest and all other notices of any kind with
respect to the matters set forth in this Section are hereby expressly waived.

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<PAGE>


                       SECTION 9. THE ADMINISTRATIVE AGENT

         9.1. Appointment. Each Lender hereby irrevocably designates and
appoints Chase as the Administrative Agent of such Lender under this Agreement
and the other Loan Documents, and each such Lender irrevocably authorizes Chase,
as the Administrative Agent for such Lender, to take such action on its behalf
under the provisions of this Agreement and the other Loan Documents and to
exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein and in the other Loan Documents, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. The Designated Issuer in its capacity as such shall be
entitled to the same rights under this Section 9 as accrue to the Administrative
Agent as if it were named in place of the Administrative Agent, provided that
the Term Loan Lenders shall not be required to indemnify the Designated Issuer
in connection with any Letter of Credit issued by it.

         9.2. Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or attorneys
in-fact selected by it with reasonable care.

         9.3. Exculpatory Provisions. Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement or any other Loan
Document (except for its or such Person's own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by either Borrower or
any officer thereof contained in this Agreement or any other Loan Document or in
any certificate, report, statement or other document referred to or provided for
in, or received by the Administrative Agent under or in connection with, this
Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or the Notes or any
other Loan Document or for any failure of either Borrower to perform its
obligations hereunder or thereunder. The Administrative Agent shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of either Borrower.

         9.4. Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any Note,
writing, resolution, notice, consent, certificate, affidavit, letter, telecopy,
telex or teletype message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrowers), independent
accountants and other

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<PAGE>


experts selected by the Administrative Agent. The Administrative Agent may deem
and treat the payee of any Note as the owner thereof for all purposes unless a
written notice of assignment, negotiation or transfer thereof shall have been
filed with the Administrative Agent. The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Loan Document unless it shall first receive such advice or concurrence of
the Required Lenders (or, if so specified by this Agreement, all Lenders) as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders as it deems appropriate against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.
The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the Notes and the other Loan
Documents if acting in accordance with a request of the Required Lenders (or, if
so specified by this Agreement, all Lenders) as it deems appropriate, and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Notes.

         9.5. Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Company referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
promptly give notice thereof to the Lenders. The Administrative Agent shall take
such action with respect to such Default or Event of Default, or any
acceleration of any amounts due hereunder, as shall be reasonably directed by
the Required Lenders (or, if so specified by this Agreement, all Lenders or the
applicable Majority Facility Lenders, as the case may be); provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default, Event of Default
or acceleration as it shall deem advisable in the best interests of the Lenders.
To the extent that, as a result of the exercise by it of any remedies with
respect to any Collateral, the Administrative Agent shall receive or realize any
amounts, it shall distribute such amounts ratably among the Lenders by reference
to the aggregate amounts accrued and unpaid that are outstanding under the
Agreement and the other Loan Documents and owing to the respective Lenders
(after deducting and applying any amounts then owing to the Administrative Agent
or on account of expenses of the Administrative Agent previously paid by any
Lender), and if the portion to be so distributed to any Lenders shall exceed the
sum then due and payable to such Lenders, such excess shall be held by the
Administrative Agent in a collateral account for such Lenders.

         9.6. Non-Reliance on Administrative Agent and other Lenders. Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereafter taken, including any review of the affairs of any
Loan Party, shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Lender. Each Lender represents to the Administrative
Agent that it has, independently and without reliance upon the Administrative
Agent or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of the Borrowers and made its own decision to make its Loans
hereunder and

                                      -80-





<PAGE>


enter into this Agreement. Each Lender also represents that it will,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under this Agreement and the other Loan
Documents, and to make such investigation as it deems necessary to form itself
as to the business, operations, property, financial and other condition and
creditworthiness of the Borrowers. Each Lender acknowledges and agrees to comply
with the provisions of subsection 10.6 applicable to such Lender. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of either Borrower which
may come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

         9.7. Indemnification. The Lenders agree to indemnify the Administrative
Agent in its capacity as such (to the extent not reimbursed by the Borrowers and
without limiting the obligation of the Borrowers and the other Loan Parties to
do so), ratably according to their respective Total Credit Percentages in effect
on the date on which indemnification is sought under this subsection (or, if
indemnification is sought after the date upon which the Revolving Credit
Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with their Total Credit Percentages immediately prior to
such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including, without limitation, at
any time following the payment of the Loans) be imposed on, incurred by or
asserted against the Administrative Agent in any way relating to or arising out
of this Agreement, any of the other Loan Documents or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; provided that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent's gross negligence or willful
misconduct. The obligations to indemnify the Issuing Lender shall be ratable
among the Revolving Credit Lenders in accordance with their respective Revolving
Credit Commitments (or, if the Revolving Credit Commitments have been
terminated, the outstanding principal amount of their respective Revolving
Credit Loans and L/C Obligations and their respective participating interests in
the outstanding Letters of Credit). The agreements in this subsection shall
survive the payment of the Loans and all other amounts payable hereunder.

         9.8. Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrowers and the other
Loan Parties as though the Administrative Agent were not the Administrative
Agent hereunder and under the other Loan Documents. With respect to its Loans
made or renewed by it and any Note issued to it and with respect to any Letter
of Credit issued or participated in by it, the Administrative Agent shall have
the same rights and powers under this Agreement and the other Loan Documents as
any Lender and may

                                      -81-





<PAGE>


exercise the same as though it were not the Administrative Agent, and the terms
"Lender" and "Lenders" shall include the Administrative Agent in its individual
capacity.

         9.9. Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders and the
Borrowers. If the Administrative Agent shall resign as Administrative Agent
under this Agreement and the other Loan Documents, then the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall be approved by the Company (such approval only to be
required if no Event of Default shall have occurred and be continuing and, in
any event, not to be unreasonably withheld), whereupon such successor agent
shall succeed to the rights, powers and duties of the Administrative Agent, and
the term "Administrative Agent" shall mean such successor agent effective upon
such appointment and approval and the former Administrative Agent's rights,
powers and duties as Administrative Agent shall be terminated, without any other
or further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loan. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of
this subsection shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the
other Loan Documents.

         9.10. Documentation Agent and Syndication Agent. Neither the
Documentation Agent nor the Syndication Agent shall have any rights or
obligations under the Loan Documents in their capacities as such.

         9.11. Intercreditor Risk-Sharing Agreement. By signing this Agreement,
each Agent, each Issuing Bank and each Revolving Credit Lender, Trance A Term
Lender and Tranche B Term Lender (and, by signing the Assignment and Acceptance
to which it is a party, each Assignee of any thereof) hereby agree to the terms
and provisions of the Intercreditor Risk-Sharing Agreement, which shall apply to
the Agents and the Revolving Credit Lenders, Tranche A Term Lenders and Tranche
B Term Lenders (and their successors and assigns) in all respects as set forth
therein. It is hereby understood that the Borrowers shall have the rights and
obligations set forth in this Agreement and the other Loan Documents, but in no
event shall either Borrower have any rights or obligations pursuant to, or be
deemed to be a party to or a beneficiary of, the Intercreditor Risk-Sharing
Agreement.

                          SECTION 10. MISCELLANEOUS

         10.1. Amendments and Waivers. Neither this Agreement or any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this subsection. The
Required Lenders may, or, with the written consent of the Required Lenders, the
Administrative Agent may, from time to time, (a) enter into with the Borrowers
and the other Loan Parties written amendments, supplements or modifications
hereto and to the other Loan Documents for the purpose of adding or modifying
any provisions to this Agreement or the other Loan Documents or changing in any
manner the rights of the Lenders or of the Borrowers and the other Loan Parties
hereunder or thereunder or (b) waive, on such terms and conditions as the
Required Lenders or the Administrative Agent, as the case may be, may specify in
such instrument, any of the requirements of this Agreement or

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<PAGE>


the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall:

         (i) (x) reduce the amount or extend the scheduled date of maturity of
     any Loan or any Reimbursement Obligation or of any scheduled installment
     thereof, or (y) reduce the stated rate of any interest or fee payable
     hereunder or extend the scheduled date of any payment thereof or increase
     the amount or (z) extend the expiration date of any Lender's Revolving
     Credit Commitment, in each case, without the written consent of each Lender
     directly affected thereby,

         (ii) amend, modify or waive any provision of subjection 9.5 or this
     subsection 10.1 or reduce the percentage specified in the definition of
     Required Lenders, or consent to the assignment or transfer by any Loan
     Party of any of its rights and obligations under this Agreement and the
     other Loan Documents (other than pursuant to a transaction permitted by
     subsection 7.5 or as expressly permitted by such other Loan Document), in
     each case, without the written consent of all the Lenders,

         (iii) release the Company, the Canadian Borrower for any Loan Party
     that is a Material Subsidiary from its obligations under any Security
     Document or release all or substantially all of the Collateral, in either
     case without the consent of each Lender, in each case except as expressly
     permitted hereby or by the other Loan Documents,

         (iv) amend, modify or waive any provision of Section 9 without the
     written consent of the then Administrative Agent and, if affected thereby,
     the Designated Issuer,

         (v) amend, modify or waive any provision with respect to the
     application of prepayments specified in subsection 2.9 without the written
     consent of the Majority Facility Lenders under each Facility adversely
     affected thereby,

         (vi) amend, modify or waive the provisions of Section 3, any Letter of
     Credit or any L/C Obligation without the written consent of each relevant
     Issuing Lender,

         (vii) amend the first two sentences of subsection 2.15(a) without the
     written consent of each Lender adversely affected thereby,

         (viii) reduce the percentage specified in the definition of Majority
     Facility Lenders with respect to any Facility without the consent of all
     Lenders under such Facility, or

         (ix) amend, modify or waive any condition precedent to any extension of
     credit under the Revolving Credit Facility set forth in subsection 5.2
     (including in connection with any waiver of an existing Default or Event of
     Default) without the consent of the Majority Facility Lenders in respect of
     the Revolving Credit Facility.

Any such waiver and any such amendment, supplement or modification shall apply
equally to each of the Lenders and shall be binding upon the Borrowers, the
Lenders, the Administrative Agent and all future holders of the Notes. In the
case of any waiver, the Borrowers, the Lenders and the Administrative Agent
shall be restored to their former position and rights hereunder and

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<PAGE>


under the outstanding Notes and any other Loan Documents, and any Default or
Event of Default waived shall be deemed to be cured and not continuing; but no
such Waiver shall extend to any subsequent or other Default or Event of Default,
or impair any right consequent thereon.

         10.2. Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or four days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received (provided it is also mailed), addressed as follows in the case of the
Borrowers and the Administrative Agent, and as set forth in Schedule I in the
case of the other parties hereto, or to such other address as may be hereafter
notified by the respective parties hereto and any future holders of the Notes:

    The Company and                 GenTek Inc.
    the Canadian Borrower           c/o General Chemical Corporation
                                    90 East Halsey Road
                                    Parsippany, New Jersey 07054
                                    Attention: Chief Financial Officer
                                    Telecopy: (973) 515-1997

                                    GenTek Inc.
                                    c/o General Chemical Corporation
                                    90 East Halsey Road
                                    Parsippany, New Jersey 07054
                                    Attention: General Counsel
                                    Telecopy: (973) 515-3244

    The Administrative Agent:       The Chase Manhattan Bank
                                    270 Park Avenue, 38th Floor
                                    New York, New York 10017
                                    Attention: Stacey Haimes
                                    Telecopy: (212) 270-7939

    with a copy to:                 The Chase Manhattan Bank
                                    c/o The Loan and Agency Services Group
                                    One Chase Manhattan Plaza
                                    New York, New York 10081
                                    Attention: LuAnn De Stefano and Mike
                                    Cerniglia
                                    Telecopy: (212) 552-5777

    The Issuing Banks:              Chase Manhattan Bank USA, N.A.
                                    1201 North Market Street
                                    8th Floor
                                    Wilmington, Delaware 19801
                                    Attention: Michael Handago

                                      -84-






<PAGE>

                                    Telecopy: (302) 428-3390

                                    The Chase Manhattan Bank
                                    270 Park Avenue, 38th Floor
                                    New York, New York 10017
                                    Attention: Stacey Haimes
                                    Telecopy: (212) 270-7939

provided that any notice, request or demand to or upon the Administrative Agent,
the Issuing Banks or the Lenders pursuant to subsection 2.2, 2.4, 2.8, 2.9, 2.10
or 3.2 shall not be effective until received.

         10.3. No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder or under the other Loan Documents
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

         10.4. Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
extensions of credit hereunder.

         10.5. Payment of Expenses and Taxes. The Borrowers agree (a) to pay or
reimburse the Administrative Agent and the Issuing Banks for all their
reasonable out-of-pocket costs and expenses incurred in connection with the
development, preparation and execution of, and any amendment, supplement or
modification to, this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent and the Issuing Banks in the amounts agreed to with such
counsel, (b) to pay or reimburse the Issuing Banks, the Administrative Agent
and, following the occurrence and during the continuance of a Default or Event
of Default, each Lender, for all their reasonable out-of-pocket costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the other Loan Documents and any such other
documents, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent and to the Issuing Banks and, following
the occurrence and during the continuance of a Default or Event of Default, to
the several Lenders (c) to pay, indemnify, and hold each Lender, the Issuing
Banks and the Administrative Agent harmless from, any and all recording and
filing fees and any and all liabilities with respect to, or resulting directly
from any delay not caused by the Administrative Agent or any Lenders in paying
stamp, excise and other documentary taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of,
or consummation or administration of any of the transactions contemplated by,
or any amendment, supplement or modification of, or any waiver or consent under
or in respect of, this Agreement, the other Loan Documents and any such other
documents,

                                      -85-





<PAGE>


and (d) to pay, indemnify, and hold each Lender, the Issuing Banks and the
Administrative Agent and each of their respective officers, directors,
employees, affiliates and agents harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever
incurred in connection with the execution, delivery, enforcement, performance
and administration of this Agreement, the other Loan Documents and any such
other documents, including, without limitation, any of the foregoing relating to
the violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of the Borrowers, any of its Subsidiaries or any of
the Properties (all the foregoing in this clause (d), collectively, the
"indemnified liabilities"), provided, that the Borrowers shall have no
obligation hereunder to the Administrative Agent, any Issuing Bank or any Lender
with respect to indemnified liabilities arising from (i) the gross negligence or
willful misconduct of the Administrative Agent, such Issuing Bank or any such
Lender, (ii) legal proceedings commenced against the Administrative Agent, any
Issuing Bank or any such Lender by any security holder or creditor thereof
arising out of and based upon rights afforded any such security holder or
creditor solely in its capacity as such or (iii) legal proceedings commenced
against the Administrative Agent, any Issuing Bank or any Lender by the
Borrowers or any Affiliate, in which the Borrowers or such Affiliate are the
prevailing parties (unless the Administrative Agent, Issuing Bank or such Lender
is also a prevailing party, in which case the indemnification obligations of the
Borrowers hereunder shall be adjusted to reflect the relative recoveries and
faults of the parties to such litigation). The Borrowers shall have no
obligation under this subsection 10.5 for the consequential damages of the
Administrative Agent, any Issuing Bank or any Lender. The agreements in this
subsection shall survive repayment of the Loans, and all other amounts payable
hereunder.

         10.6. Successors and Assigns; Participations and Assignments. (a) This
Agreement shall be binding upon and inure to the benefit of the Borrowers, the
Lenders, the Issuing Banks, the Administrative Agent, all future holders of the
Loans and their respective successors and assigns, except that a Borrower may
not assign or transfer any of its rights or obligations under this Agreement
(except in a transaction permitted by subsection 7.5) without the prior
written consent of each Lender.

         (b) Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
entities ("Participants") participating interests in any Loan owing to such
Lender, any Note held by such Lender, any Revolving Credit Commitment or L/C
Commitment of such Lender or any other interest of such Lender hereunder and
under the other Loan Documents. In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Note for all purposes under this Agreement
and the other Loan Documents, and the Borrowers and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement and the other Loan
Documents; provided that such Lender shall reserve solely unto itself, and shall
not grant to any Participant, any part or all of its right to agree to the
amendment, modification or waiver of any of the terms of this Agreement or other
Loan Document or any document related thereto, except for any such amendment,
modification or waiver that would reduce the principal of, or interest on the
Loans, participating interests in the Letters of Credit or any fees payable

                                      -86-





<PAGE>


hereunder, in each case subject to such participation, or postpone the date of
the final maturity of, or any scheduled date fixed for payment of interest on,
the Loans or any Reimbursement Obligation, in each case to the extent subject to
such participation. Each Borrower agrees that if amounts outstanding under this
Agreement are due or unpaid, or shall have been declared or shall have become
due and payable upon the occurrence of an Event of Default, each Participant
shall, to the maximum extent permitted by applicable law, be deemed to have the
right of setoff in respect of its participating interest in amounts owing under
this Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement or any Note, provided
that, in purchasing such participating interest, such Participant shall be
deemed to have agreed to share with the Lenders the proceeds thereof as provided
in subsection 10.7(a) as fully as if it were a Lender hereunder. Each Borrower
also agrees that each Participant shall be entitled to the benefits of
subsections 2.17, 2.18 end 2.19 with respect to its participation in the
Commitments and the Loans outstanding from tine to time as if it were a Lender,
provided that, in the case of subsection 2.18, such Participant shall have
complied with the requirements of said subsection as if it were a Lender, except
with respect to the furnishing of forms, documentation and certifications, in
which case such Participant shall have complied with the requirements of
subsection 2.18(b), and provided, further, except in a case of a Participant
that becomes a Participant pursuant to the Intercreditor Risk-Sharing Agreement,
that no Participant shall be entitled to receive any greater amount pursuant to
any such subsection than the transferor Lender would have been entitled to
receive in respect of the amount of the participation transferred by such
transferor Lender to such Participant had no such transfer occurred.

         (c) Any Lender may, in accordance with applicable law, at any time and
from time to time assign to any Lender or any Affiliate thereof or to an
approved Fund, or, with the consent of the Company, the Issuing Banks (in the
case of assignments under the Revolving Credit Commitments) and the
Administrative Agent (which in each case shall not be unreasonably withheld),
to an additional bank, fund (as long as such fund invests in bank loans) or
other financial institution (an "Assignee") all or any part of its rights and
obligations under this Agreement pursuant to an Assignment and Acceptance,
substantially in the form of Exhibit C, executed by such Assignee (an
"Assignment and Acceptance"), such assigning Lender (and, in the case of an
Assignee that is not then a Lender or an Affiliate thereof or an Approved Fund,
by the Company, the Issuing Banks (in the case of assignments under the
Revolving Credit Commitments) and the Administrative Agent) and delivered to the
Administrative Agent for its acceptance and recording in the Register. Any such
assignment by any Lender to any Person which is not then a Lender or an
Affiliate thereof or an Approved Fund shall be in a minimum aggregate amount
equal to at least $5,000,000 or, in the case of the Tranche B Term Loans or
Tranche C Term Loans, $1,000,000 (or, if less, all of a Lender's interest under
this Agreement), unless otherwise agreed by the Company and the Administrative
Agent. Upon such execution, delivery, acceptance and recording, from and after
the effective date determined pursuant to such Assignment and Acceptance, (x)
the Assignee thereunder shall be party hereto and, to the extent provided in
such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with a Revolving Credit Commitment and/or Loans as set forth therein,
and (y) the assigning Lender thereunder shall, to the extent provided in 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

                                      -87-





<PAGE>


under this Agreement, such assigning Lender shall cease to be a party hereto).
Notwithstanding any provision of this subsection to the contrary, the consent of
the Company to an assignment shall not be required at any time when an Event of
Default under paragraphs (a) or (m) of subsection 8.1 shall have occurred and be
continuing.

         (d) The Administrative Agent shall maintain at its address referred
to in subsection 10.2 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 Commitment of, and principal amount of the Loans owing
to, each Lender from time to time. The entries in the Register shall be
conclusive, in the absence of manifest error, and the Borrowers, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as the owner of the Loans and any Notes evidencing such
Loans recorded therein for all purposes of this Agreement. Any assignment of any
Loan, whether or not evidenced by a Note, shall be effective only upon
appropriate entries with respect thereto being made in the Register (and each
Note shall expressly so provide). Any assignment or transfer of all or part of a
Loan evidenced by a Note shall be registered on the Register only upon surrender
for registration of assignment or transfer of the Note evidencing such Loan,
accompanied by a duly executed Assignment and Acceptance; thereupon one or more
new Notes in the same aggregate principal amount shall be issued to the
designated Assignee, and the old Notes shall be returned by the Administrative
Agent to the relevant Borrower marked "cancelled". The Register shall be
available for inspection by either Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

         (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an Affiliate thereof or an Approved Fund, by the Company, the
Issuing Banks (in the case of assignments under the Revolving Credit
Commitments) and the Administrative Agent) together with payment to the
Administrative Agent of a registration and processing fee of $3,500 (which fee
shall not be payable in connection with an assignment by a Lender to an
Affiliate thereof or pursuant to the Intercreditor Risk-Sharing Agreement), the
Administrative Agent shall (i) promptly accept such Assignment and Acceptance
and (ii) on the effective date determined pursuant thereto record the
information contained therein in the Register and give notice of such acceptance
and recordation to the Borrowers. On or prior to such effective date, each such
Borrower, at its own expense, upon request, shall execute and deliver to the
Administrative Agent (in exchange for the Notes of the assigning Lender) new
Notes to the order of such Assignee in an amount equal to the Revolving Credit
Commitment and/or applicable Term Loans, as the case may be, assumed or acquired
by it pursuant to such Assignment and Acceptance and, if the assigning Lender
has retained a Revolving Credit Commitment and/or Term Loans, as the case may
be, upon request, new Notes to the order of the assigning Lender in an amount
equal to the Revolving Credit Commitment and/or applicable Term Loans, as the
case may be, retained by it hereunder. Such new Notes shall be dated the
Effective Date and shall otherwise be in the form of the Notes replaced thereby.

         (f) Each Borrower authorizes each Lender to disclose to any Participant
or Assignee (each, a "Transferee") and any prospective Transferee, subject to
the provisions of subsection 10.15, any and all financial information in such
Lender's possession concerning the Borrowers and their Affiliates which has been
delivered to such Lender by or on behalf of the

                                      -88-





<PAGE>


Borrowers pursuant to this Agreement or which has been delivered to such Lender
by or on behalf of the Borrowers in connection with such Lender's credit
evaluation of the Borrowers and their Affiliates prior to becoming a party to
this Agreement.

         (g) For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this subsection concerning assignments of Loans and Notes
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including, without limitation, any
pledge or assignment by a Lender of any Loan or Note to any Federal Reserve
Bank in accordance with applicable law.

         10.7. Set-Off. In addition to any rights and remedies of the Lenders
provided by law, so long as a Default or an Event of Default shall have occurred
and be continuing, each Lender shall have the right, without prior notice to the
Borrowers, any such notice being expressly waived by each Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by either
Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of such Borrower. Each Lender
agrees promptly to notify the applicable Borrower and the Administrative Agent
after any such set-off and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such set-off and
application.

         10.8. Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Company and the
Administrative Agent.

         10.9. Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         10.10. Integration. This Agreement and the other Loan Documents
represent the agreement of the Borrowers, the Agents, the Issuing Banks and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Agents, the Issuing Banks or
any Lender relative to subject matter hereof not expressly set forth or referred
to herein or in the other Loan Documents.

         10.11. GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(UNLESS EXPRESSLY STATED OTHERWISE IN A LOAN DOCUMENT) AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(UNLESS EXPRESSLY STATED OTHERWISE IN A LOAN DOCUMENT) SHALL BE GOVERNED BY, AND

                                       -89-





<PAGE>


CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         10.12. Submission To Jurisdiction; Waivers. Each Borrower hereby
irrevocably and unconditionally:

         (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State of
New York, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof and the courts of the
Province of Ontario;

         (b) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

         (c) agrees that service of process in any such action or proceeding may
be effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Borrower at its
address set forth in subsection 10.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

         (d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and

         (e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in
this subsection any special, exemplary, punitive or consequential damages;
provided that any such waiver shall not apply with respect to claims arising
from the gross negligence or willful misconduct of the Administrative Agent, any
Issuing Bank or any Lender.

         10.13. Acknowledgments. Each Borrower hereby acknowledges that:

         (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents;

         (b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to such Borrower arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between
Administrative Agent and Lenders, on one hand, and such Borrower, on the other
hand, in connection herewith or therewith is solely that of debtor and creditor;
and

         (c) no joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among such Borrower and the Lenders.

                                      -90-




<PAGE>



         10.14. WAIVERS OF JURY TRIAL. THE BORROWERS, THE ADMINISTRATIVE AGENT,
THE ISSUING BANKS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
THE NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

         10.15. Confidentiality. Each Lender agrees to keep confidential all
non-public information provided to it by either Borrower or any Loan Party
pursuant to this Agreement or any Loan Document or in connection with the
transactions contemplated by this Agreement or any Loan Document that is
designated by such Borrower in writing as confidential; provided that nothing
herein shall prevent any Lender from disclosing any such information (i) to the
Administrative Agent or any other Lender, (ii) to any Transferee which executes
a Confidentiality Agreement substantially in the form of Exhibit D hereto, (iii)
to its employees, directors, agents, attorneys, accountants and other
professional advisors, (iv) upon the request or demand of any Governmental
Authority (including, without limitation, the National Association of Insurance
Commissioners) having jurisdiction over such Lender, (v) in response to any
order of any court or other Governmental Authority or as may otherwise be
required pursuant to any Requirement of Law, (vi) which has been publicly
disclosed other than in breach by such Lender of this Agreement, (vii) in
connection with the exercise of any remedy hereunder, (viii) in connection with
periodic regulatory examinations, (ix) in connection with any litigation to
which such Lender may be a party, (x) to any direct or indirect contractual
counterparty in swap agreements or such contractual counterparty's professional
advisor (so long as such contractual counterparty or professional advisor to
such contractual counterparty (A) has been approved in writing by such Borrower
and (B) agrees in a writing enforceable by such Borrower to be bound by the
provisions of this subsection 10.15) and (xi) if, prior to such information
having been so provided or obtained, such information was already in the
Administrative Agent's or a Lender's possession on a nonconfidential basis
without a duty of confidentiality to such Borrower or Loan Party being violated.

         10.16. Conversion of Currencies. (a) 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 or Canadian 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 could
purchase Dollars or Canadian Dollars, as the case may be, with such other
currency in New York, New York on the Business Day immediately preceding the day
on which final judgment is given.

         (b) The obligation of each Borrower in respect of any sum due to the
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, such
Lender or such Issuing Bank may in accordance with normal banking procedures
purchase Dollars in the amount originally due to the 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,
such Lender or such


                                      -91-





<PAGE>



Issuing Bank, the applicable Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent, such
Lender or such Issuing Bank against the resulting loss, and if the amount of
Dollars so purchased exceeds the sum originally due to such Person in Dollars,
such Person shall remit such excess to the Company.

         10.17. Amendment and Restatement. This Agreement amends and restates
the Existing Credit Agreement and all indebtedness, obligations, liabilities,
Liens and security interests arising or created under the Loan Documents
continue in fill force and effect, unimpaired and undischarged.

                                      -92-





<PAGE>



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


                                  GENTEK INC.


                                By: STEWART FISHER
                                   --------------------------------
                                   Title:

                                  NOMA COMPANY


                                By: STEWART FISHER
                                   ---------------------------------
                                   Title:


                                THE CHASE MANHATTAN BANK,
                                 as Administrative Agent, as an
                                 Issuing Bank and as a Lender

                                By:
                                   ---------------------------------
                                   Title:


                                CHASE MANHATTAN BANK DELAWARE,
                                 as an Issuing Bank

                                By:
                                   ---------------------------------
                                   Title:

                                THE BANK OF NOVA SCOTIA, as
                                 Syndication Agent and as a
                                 Lender

                                By:
                                   ----------------------------------
                                   Title:





<PAGE>



                                THE CHASE MANHATTAN BANK,
                                as Administrative Agent and as an Issuing Bank



                                By: /s/ Stacy L. Haimes
                                   ----------------------------------
                                   Name: STACY L. HAIMES
                                   Title: VICE PRESIDENT





<PAGE>



                                CHASE SECURITIES, INC., as Arranger and
                                Book Manager



                                By: Thomas T. Hou
                                   ----------------------------------
                                   Name: THOMAS T. HOU
                                   Title: Vice President





<PAGE>



                                CHASE MANHATTAN BANK USA, N.A.,
                                as an Issuing Bank


                                By: MICHAEL P. HANDAGO
                                   ----------------------------------
                                   Name: MICHAEL P. HANDAGO
                                   Title: VICE PRESIDENT





<PAGE>



                                THE BANK OF NOVA SCOTIA,
                                as Syndication Agent


                                By: JOHN CAMPBELL
                                   ----------------------------------
                                   Name: JOHN CAMPBELL
                                   Title: UNIT HEAD





<PAGE>



                                BANKERS TRUST COMPANY,
                                as Documentation Agent


                                By: MARY JO JOLLY
                                   ----------------------------------
                                   Name:  MARY JO JOLLY
                                   Title:  ASSISTANT VICE PRESIDENT




<PAGE>


                                                                         Annex A

                  PRICING GRID FOR LOANS AND COMMITMENT FEES

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                Revolving Credit, Tranche      Tranche B Term Loan       Tranche C Term Loan
                    A Term Loan and                  Facility                  Facility
                Additional Tranche A Term
                    Loan Facilities
--------------------------------------------------------------------------------------------------------------
Pricing Ratio    Applicable    Applicable    Applicable   Applicable    Applicable   Applicable    Commitment
                 Margin for    Margin for    Margin for   Margin for    Margin for   Margin for     Fee Rate
                 Eurodollar    ABR Loans     Eurodollar   ABR Loans     Eurodollar   ABR Loans
                   Loans                       Loans                      Loans
--------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>           <C>          <C>           <C>          <C>           <C>
   >4.25           2.00%         0.75%         2.75%        1.50%         3.00%        1.75%          0.50%
--------------------------------------------------------------------------------------------------------------
>3.75<=4.25        1.75          0.50          2.75         1.50          2.75%        1.50%          0.50
--------------------------------------------------------------------------------------------------------------
>3.25<=3.75        1.50          0.25          2.50         1.25          2.75%        1.50%          0.45
--------------------------------------------------------------------------------------------------------------
>2.75<=3.25        1.25          0.00          2.25         1.00          2.75%        1.50%          0.40
--------------------------------------------------------------------------------------------------------------
  <=2.75           1.00          0.00          2.25         1.00          2.75%        1.50%          0.35
--------------------------------------------------------------------------------------------------------------
</TABLE>

        Change in the Applicable Margin and Commitment Fee Rate resulting from
changes in the Pricing Ratio (as defined below) shall become effective on the
date (the "Adjustment Date") on which financial statements are delivered to the
Lenders pursuant to subsection 6.1 (but in any event not later than the 60th day
after the end of each of the first three quarterly periods of each fiscal year
or the 90th day after the end of each fiscal year, as the case may be) and shall
remain in effect until the next change to be effected pursuant to this
paragraph. If any financial statements referred to above are not delivered
within the time periods specified above, then, until such financial statements
are delivered, the Pricing Ratio as at the end of the fiscal period that would
have been covered thereby shall for the purposes of this definition be deemed
to be greater than 4.25 to 1. In addition, at all times while an Event of
Default shall have occurred and be continuing, the Pricing Ratio shall for the
purposes of this definition be deemed to be greater than 4.25 to 1. Each
determination of the Pricing Ratio pursuant to this definition shall be made
with respect to the period of four consecutive fiscal quarters of the Company
ending at the end of the period covered by the relevant financial statements.
Notwithstanding the foregoing, prior to the first Adjustment Date to occur after
December 31, 2000, the Pricing Ratio shall for purposes of this definition be
deemed to be at least greater than 3.25 to 1.0.

        "Pricing Ratio" means, as at the last day of any fiscal quarter of the
Company, the Pro Forma Ratio of (a) Funded Debt as at such day to (b)
Consolidated Cash Flow for the period of four fiscal quarters ending on such
day.

        "Funded Debt" means, as to any Person, all Indebtedness of such Person
that matures more than one year from the date of its creation or matures within
one year from such date but is renewable or extendible, at the option of such
Person, to a date more than one year from such date or arises under a revolving
credit or similar agreement that obligates the lender or lenders to extend
credit during a period of more than one year from such date, including all








<PAGE>



current maturities and current sinking fund payments in respect of such
Indebtedness whether or not required to be paid within one year from the date
of its creation and, in the case of a Borrower, Indebtedness in respect of the
Loans. Notwithstanding anything in the foregoing to the contrary, Funded Debt
shall exclude Indebtedness and Guarantee Obligations of a Person in respect of
reclamation bonds, performance bonds, letter of credit and surety bonds required
by the applicable statutes or laws of the relevant jurisdiction or by relevant
Government Authorities (or, in the case of such letters of credit, issued for
insurance purposes).