Exhibit 4.8

Credit Agreement




<PAGE>



                                 MARSULEX INC.

                                  as Borrower

                                    - and -

                             MARSULEX MONTREAL INC.
                MARSULEX ENVIRONMENTAL TECHNOLOGIES CORPORATION
                                  SULEX, INC.
                 MARSULEX REFINERY ENVIRONMENTAL SERVICES INC.
                             SOUCAR ENTERPRISES LLC
                              INVESTIS U.S., INC.
                                IT HOLDING, INC.
                    MARSULEX ENVIRONMENTAL TECHNOLOGIES, LLC
                           MARSULEX U.S. PARTNERSHIP
                            MARSULEX NOVA SCOTIA ULC
                         MARSULEX U.S. HOLDINGS, L.L.C.
                              4086554 CANADA INC.
                                 as Guarantors

                                    - and -

                       THE FINANCIAL INSTITUTIONS LISTED
                             ON THE SIGNATURE PAGES

                                   as Lenders

                                    - and -

                                BANK OF MONTREAL

                            as Administrative Agent

                                    - and -

                               BMO NESBITT BURNS

                                as Lead Arranger

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

                                CREDIT AGREEMENT
 -----------------------------------------------------------------------------

                          Dated as of August 16, 2005


                                      CA-2
<PAGE>

<TABLE>

                                          TABLE OF CONTENTS
<CAPTION>

<S>                                                                                                        <C>
Article 1
INTERPRETATION                                                                                             6
         Section 1.01      Defined Terms...................................................................6
         Section 1.02      Gender and Number..............................................................30
         Section 1.03      Interpretation not Affected by Headings, etc...................................30
         Section 1.04      Currency.......................................................................30
         Section 1.05      Certain Phrases, etc...........................................................31
         Section 1.06      Accounting Terms and Calculations..............................................31
         Section 1.07      Rateable Portion of Accommodations.............................................31
         Section 1.08      Incorporation of Schedules.....................................................31
         Section 1.09      Conflict.......................................................................31
         Section 1.10      References in Credit Documents.................................................31
         Section 1.11      Designated Senior Indebtedness.................................................31
Article 2
CREDIT FACILITIES                                                                                         33
         Section 2.01      Availability...................................................................33
         Section 2.02      Commitments and Facility Limits................................................33
         Section 2.03      Use of Proceeds................................................................34
         Section 2.04      Mandatory Scheduled Repayments.................................................34
         Section 2.05      Mandatory Prepayments..........................................................35
         Section 2.06      Optional Prepayments/Repayments and Reductions of Commitments..................35
         Section 2.07      Fees...........................................................................36
         Section 2.08      Payments under this Agreement..................................................36
         Section 2.09      Application of Payments and Prepayments........................................37
         Section 2.10      Computations of Interest and Fees..............................................37
         Section 2.11      Guarantees and Security........................................................38
         Section 2.12      Incremental Facility...........................................................39
Article 3
ADVANCES                                                                                                  42
         Section 3.01      The Advances...................................................................42
         Section 3.02      Procedure for Borrowing........................................................42
         Section 3.03      Conversions and Elections Regarding Advances...................................42
         Section 3.04      Circumstances Requiring Prime Rate Pricing.....................................43
         Section 3.05      Interest on Advances...........................................................44
Article 4
BANKERS' ACCEPTANCES                                                                                      46
         Section 4.01      Acceptances and Drafts.........................................................46
         Section 4.02      Form of Drafts.................................................................46
         Section 4.03      Procedure for Drawing..........................................................46
         Section 4.04      Presigned Draft Forms/Power of Attorney........................................47
         Section 4.05      Payment, Conversion or Renewal of BA Instruments...............................48
         Section 4.06      Circumstances Making Bankers' Acceptances Unavailable..........................48
Article 5
DOCUMENTARY CREDITS                                                                                       49
         Section 5.01      Documentary Credits............................................................49
         Section 5.02      Procedure for Issue............................................................49
         Section 5.03      Form of Documentary Credits....................................................49
         Section 5.04      Reimbursements of Amounts Drawn................................................50
         Section 5.05      Risk of Documentary Credits....................................................50
         Section 5.06      Fees  51
         Section 5.07      Repayments.....................................................................51
Article 6
CONDITIONS OF LENDING                                                                                     53
         Section 6.01      Conditions Precedent to the Initial Accommodation..............................53
         Section 6.02      Conditions Precedent to all Accommodations and Conversions.....................55
         Section 6.03      Conditions Precedent to Accommodations to make Permitted Acquisitions..........55
         Section 6.04      No Waiver......................................................................56
Article 7
REPRESENTATIONS AND WARRANTIES                                                                            57
         Section 7.01      Representations and Warranties of the Borrower and Guarantors..................57
</TABLE>

                                     CA-3
<PAGE>
<TABLE>
<CAPTION>

<S>              <C>                                                                                     <C>
         Section 7.02      Survival of Representations and Warranties.....................................62
Article 8
COVENANTS OF THE BORROWER AND GUARANTORS                                                                  63
         Section 8.01      Affirmative Covenants..........................................................63
         Section 8.02      Negative Covenants.............................................................67
         Section 8.03      Financial Covenants............................................................70
Article 9
EVENTS OF DEFAULT                                                                                         72
         Section 9.01      Events of Default..............................................................72
         Section 9.02      Remedies Upon Default..........................................................74
Article 10
THE AGENT AND THE LENDERS                                                                                 76
         Section 10.01     Authorization and Action.......................................................76
         Section 10.02     No Liability...................................................................76
         Section 10.03     Accommodations by Administrative Agent.........................................77
         Section 10.04     Holding of Security; Sharing of Payments, etc..................................77
         Section 10.05     Lender Credit Decisions........................................................79
         Section 10.06     Indemnification................................................................79
         Section 10.07     Liability of the Lender Parties inter se.......................................79
         Section 10.08     Successor Administrative Agents................................................79
Article 11
GUARANTEE                                                                                                 81
         Section 11.01     Guarantees and Indemnity.......................................................81
         Section 11.02     Absolute Liability.............................................................81
         Section 11.03     Remedies.......................................................................82
         Section 11.04     Successors of the Borrower.....................................................83
         Section 11.05     Amount of Guaranteed Obligations...............................................83
         Section 11.06     Payment on Demand..............................................................83
         Section 11.07     No Subrogation.................................................................83
         Section 11.08     Continuing Guarantee...........................................................84
         Section 11.09     Reinstatement..................................................................84
         Section 11.10     Contribution...................................................................84
         Section 11.11     Limitation On Guaranteed Obligations...........................................85
         Section 11.12     Additional Guarantors..........................................................85
         Section 11.13     Borrower Guarantee.............................................................86
Article 12
MISCELLANEOUS                                                                                             87
         Section 12.01     Amendment......................................................................87
         Section 12.02     Waiver.........................................................................87
         Section 12.03     Evidence of Debt and Accommodation Notices.....................................88
         Section 12.04     Notices, etc...................................................................88
         Section 12.05     Confidentiality................................................................88
         Section 12.06     Costs, Expenses and Indemnity..................................................89
         Section 12.07     Taxes and Other Taxes..........................................................91
         Section 12.08     Successors and Assigns.........................................................93
         Section 12.09     Right of Set-off...............................................................95
         Section 12.10     Accommodations by Lenders......................................................95
         Section 12.11     Rateable Payments..............................................................96
         Section 12.12     Judgment Currency..............................................................96
         Section 12.13     Interest on Accounts...........................................................96
         Section 12.14     Consent to Jurisdiction........................................................97
         Section 12.15     Severability...................................................................97
         Section 12.16     Risks of Superior Force........................................................97
         Section 12.17     Good Faith and Fair Consideration..............................................97
         Section 12.18     Illegality.....................................................................97
         Section 12.19     Cash Management Agreements.....................................................98
         Section 12.20     Governing Law..................................................................98
         Section 12.21     Counterparts...................................................................99

</TABLE>


                                          CA-4
<PAGE>

                                   SCHEDULES

         Schedules Relating to Accommodations

         Schedule 1    -           Form of Borrowing Notice
         Schedule 2    -           Form of Election Notice
         Schedule 3    -           Form of Drawing Notice
         Schedule 4    -           Form of Borrowing Base Certificate
         Schedule 5    -           Notice Periods and Amounts
         Schedule 6    -           Form of Compliance Certificate
         Schedule 7    -           Form of Issue Notice

         Schedules Relating to Closing Deliveries

         Schedule 8    -           List of Security Documents

         Disclosure Schedules

         Schedule 7.01(a)  -       Jurisdiction of Incorporation
         Schedule 7.01(f)  -       Location of Assets and Business
         Schedule 7.01(g)  -       Material Permits
         Schedule 7.01(h)  -       Trademarks, patents, etc.
         Schedule 7.01(i)  -       Owned Properties
         Schedule 7.01(j)  -       Leased Properties
         Schedule 7.01(p)  -       Subsidiaries
         Schedule 7.01(r)  -       Litigation
         Schedule 7.01(s)  -       Environmental Compliance
         Schedule 7.01(t)  -       Material Agreements
         Schedule 7.01(w)  -       Corporate Structure
         Schedule 7.01(z)  -       Pension Plans
         Schedule 7.01(aa) -       Existing Debt
         Schedule 8.02(a)  -       Permitted Debt
         Schedule 8.02(b)  -       Permitted Liens
         Schedule 8.02(l)  -       Business Jurisdictions

         Forms Schedules

         Schedule 9        -       Form of Assignment Agreement

         Other Schedules

         Schedule 10.      -       Applicable Margins/Applicable Commitment Fee
         Schedule 11.      -       Permitted Capital Expenditures
         Schedule 12.      -       Form of Supplement
         Schedule 13.      -       CBA Cross-Reference Summary


                                     CA-5
<PAGE>


                                CREDIT AGREEMENT

         Credit Agreement dated as of August 16, 2005, among Marsulex Inc., as
borrower, Marsulex Montreal Inc., Marsulex Environmental Technologies
Corporation, Sulex Inc., Marsulex Refinery Environmental Services Inc., Soucar
Enterprises LLC, Investis U.S., Inc., IT Holding, Inc., Marsulex Environmental
Technologies, LLC, Marsulex U.S. Partnership, Marsulex Nova Scotia ULC,
Marsulex U.S. Holdings, L.L.C. and 4086554 Canada Inc., as guarantors, the
financial institutions that are listed on the signature pages hereto, as
Lenders, Bank of Montreal, as Administrative Agent and BMO Nesbitt Burns, as
Lead Arranger.

         WHEREAS the Borrower requested that the Lenders provide to it (a)
non-revolving, senior secured term loan made available in two tranches, one a
maximum principal amount of Cdn. $70,000,000 and the other in a maximum
principal amount of Cdn. $10,000,000, and (b) a revolving, senior secured loan
in a maximum principal amount of Cdn. $20,000,000;

         AND WHEREAS all of the proceeds of the loans to be made by the Lenders
to the Borrower pursuant hereto shall be used for the purposes set out herein;

         AND WHEREAS the Lenders are willing to provide such loans to the
Borrower upon and subject to the following terms and conditions:

         NOW THEREFORE the parties hereto, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, hereby covenant
and agree as follows:

                                   ARTICLE 1
                                 INTERPRETATION

Section 1.01      Defined Terms

                  As used in this Agreement, the following terms have the
following meanings:

                  "Accommodation" means (i) an Advance made by a Lender on the
occasion of any Borrowing; (ii) the creation and purchase of Bankers'
Acceptances or the purchase of completed Drafts by an Operating Lender or by
any other Person on the occasion of any Drawing; and (iii) the issue of a
Documentary Credit by the Documentary Credit Lender on the occasion of any
Issue (each of which is a "Type" of Accommodation).

                  "Accommodation Notice" means a Borrowing Notice, a Drawing
Notice, an Issue Notice or an Election Notice, as the case may be.

                  "Accommodations Outstanding" means, at any time, (A) under a
Credit Facility, in relation to (i) the Borrower and all Lenders under such
Credit Facility, the amount of all Accommodations Outstanding thereunder at
such time made to the Borrower by such Lenders; and (ii) the Borrower and each
Lender under such Credit Facility, the amount of all Accommodations Outstanding
thereunder at such time made to the Borrower by such Lender (B) in respect of
Documentary Credits, in relation to the Borrower and the Documentary Credit
Lender, the Face Amount of all Documentary Credits outstanding at such time
issued by the Documentary Credit Lender to such Borrower. In determining
Accommodations Outstanding, the aggregate amount thereof shall be determined on
the basis of (y) in the case of all Credit Facilities, the aggregate
outstanding principal amount of all Advances and the Face Amount of all

                                     CA-6
<PAGE>

outstanding Bankers' Acceptances, completed Drafts and BA Equivalent Notes
which any relevant Lender has purchased and (z) in the case of the Operating
Facility, shall include (a) in respect of the Operating Lenders, an amount
equal to the Face Amount of all Documentary Credits for which the Operating
Lenders are contingently liable to make an Advance in accordance with Section
5.04(2) (and in respect of each Operating Lender, a rateable part of such Face
Amount). In determining Accommodations Outstanding, the foregoing amounts shall
be expressed in Cdn. Dollars and each relevant U.S. Dollar amount shall be
converted, for the purposes of such calculation, into its Equivalent Cdn. $
Amount as of the date of calculation.

                  "Acquisition" means the acquisition of all of the issued and
outstanding shares of Seaway TLC Inc. as more particularly described in and
pursuant to the Acquisition Agreement.

                  "Acquisition Agreement" means that certain purchase and sale
agreement dated as of June 29, 2005 between the Borrower, as purchaser and John
T. Corcia, Corcia Family Irrevocable Trust, Roger Gibb, Joseph Hartman Restated
Revocable Trust, John Jenchura, Marcel Montigny, Steve Bruni, Richard Dufresne,
Michel Bouvier, Guy Grondin and Denise Arbic, as vendors, and Joseph Hartman.

                  "Adjusted Consolidated Basis" means, for any period, the
results of operations of the Borrower and its Restricted Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP, but (i)
excluding the results of operations of any Person that is not the Borrower and
its Restricted Subsidiaries on the last day of such period, and which would
otherwise be included in such consolidated results of operations of the
Borrower and its Restricted Subsidiaries; and (ii) including the results of
operations for such period of each Person that during such period, became a
Restricted Subsidiary and which is a Restricted Subsidiary on the last day of
such period on a pro forma basis for such period.

                  "Adjusted Eligible Receivables" means the sum of Investment
Grade Receivables and Non-Investment Grade Receivables; provided that no more
than 2% of all Adjusted Eligible Receivables shall constitute Non-Investment
Grade Receivables from any one Person without the written consent of the
Administrative Agent.

                  "Administrative Agent" means Bank of Montreal as
Administrative Agent for the Lenders under this Agreement, and any successor
appointed pursuant to Section 10.08.

                  "Advances" means advances made by a Lender under Article 3
and "Advance" means any one of such advances. An Advance made under the
Operating Facility is designated an "Operating Advance" and an Advance made
under the Term Facilities is designated as a "Term Advance". Advances may be
denominated in Canadian Dollars (a "Canadian Dollar Advance") or in U.S.
Dollars (a "U.S. Dollar Advance"). A Canadian Dollar Advance is designated a
"Canadian Prime Rate Advance" and a U.S. Dollar Advance may be designated as a
"Eurodollar Rate Advance" or a "Base Rate (Canada) Advance", as applicable.
Canadian Prime Rate Advances and Base Rate (Canada) Advances are referred to,
collectively, as "Floating Rate Advances". Each of a Eurodollar Rate Advance, a
Canadian Prime Rate Advance and a Base Rate (Canada) Advance is a "Type" of
Advance.

                  "Affiliate" means, with respect to a specified Person,
another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person
specified.


                                     CA-7
<PAGE>

                  "Agreement" means this credit agreement and all schedules
hereto and instruments in amendment or confirmation of it; and the expressions
"Article" and "Section" followed by a number mean and refer to the specified
Article or Section of this Agreement.

                  "Amount Drawn" has the meaning specified in Section 5.04(1).

                  "Annual Business Plan" means detailed forecasted balance
sheets, income statements and statements of operations and cash flow, prepared
in accordance with GAAP (to the extent applicable) in respect of the next
following Financial Year and each Financial Quarter therein for the Borrower's
consolidated operations and supported by appropriate explanations, notes and
information.

                  "Applicable Commitment Fee" means, at any time, in respect of
the Operating Facility and Tranche B Credit Facility, the applicable commitment
fee expressed as a percentage per annum set forth in Schedule 10 applicable at
such time. The Applicable Commitment Fee shall be adjusted as provided in
Schedule 10, provided that in the case of an adjustment to be made as a result
of any change in the Total Debt Ratio, such adjustment shall be made on the
next Business Day after the Administrative Agent receives the relevant
Compliance Certificate calculating the Total Debt Ratio. Upon the occurrence
and during the continuance of a Default or Event of Default, the Applicable
Commitment Fee shall revert to the highest rates provided for in this
Agreement.

                  "Applicable Fronting Fee" means 0.125% per annum.

                  "Applicable Incremental Rate" has the meaning specified in
Section 2.12(3)(g).

                  "Applicable Margins" means, at any time, the margins
expressed as a percentage per annum set forth in Schedule 10 applicable at such
time. Each Applicable Margin shall be adjusted as provided in Schedule 10,
provided that in the case of an adjustment to be made as a result of any change
in the Total Debt Ratio, such adjustment shall be made on the next Business Day
after the Administrative Agent receives the relevant Compliance Certificate
calculating the Total Debt Ratio. If at the time of a change in the Drawing Fee
there exists any outstanding Drawings under the Operating Facility or the Term
Facilities, the Borrower shall pay to the Administrative Agent, for the
rateable benefit of the applicable Lenders (in the case of an increase in the
Drawing Fee) or receive repayment or credit from the applicable Lenders (in the
case of a decrease in the Drawing Fee) an amount in respect of each such
Drawing equal to the product obtained by multiplying (i) the product obtained
by multiplying (w) the difference between the Drawing Fee in effect prior to
such change and the Drawing Fee in effect immediately after such change, by (x)
the aggregate Face Amount of such Drawing, by (ii) the quotient obtained by
dividing (y) the number of days to maturity remaining in respect of such
Drawing, by (z) 365 days or 366, as the case may be. Any payment as a result of
a change in the Applicable Margin shall be made, in respect of Drawings, on the
next maturity date thereof in accordance with Article 4. Upon the occurrence
and during the continuance of a Default or an Event of Default, each of the
Applicable Margins shall revert to the highest rates provided for in this
Agreement.

                  "Applicable Term Rate" has the meaning specified in Section
2.12(3)(g).

                  "Approved Hedge Program" means the proposed program of
Hedging Transactions of the Borrower to be effected pursuant to Eligible
Hedging Agreements, including, without limitation, hedging limits, terms and
restrictions, as provided to the Lenders pursuant to Section 6.01(a)(M) which
Approved Hedge Program shall not be amended without the prior written consent
of the Required Lenders.

                                     CA-8
<PAGE>

                  "Assets" means, with respect to the Borrower and each of its
Subsidiaries, all property, assets and undertakings of the Borrower and each of
its Subsidiaries of every kind and wheresoever situate, whether now owned or
hereafter acquired.

                  "Assignee" has the meaning specified in Section 12.08(3).

                  "Authorization" means, with respect to any Person, any
authorization, order, permit, approval, grant, licence, consent, right,
notification, condition, franchise, privilege, certificate, judgment, writ,
injunction, award, determination, direction, decree, by-law, rule or regulation
of any Governmental Entity having jurisdiction over such Person, whether or not
having the force of Law.

                  "Bankers' Acceptances" has the meaning specified in Section
4.01(1).

                  "BA Equivalent Note" has the meaning specified in Section
4.03(3).

                  "BA Instruments" means, collectively, Bankers' Acceptances,
Drafts and BA Equivalent Notes, and, in the singular, any one of them.

                  "Base Rate (Canada)" means, at any time, the rate of interest
per annum equal to the greater of (i) the rate which the principal office of
the Administrative Agent in Toronto, Ontario announces from time to time as the
reference rate of interest for loans in U.S. Dollars to its Canadian borrowers;
and (ii) the Federal Funds Rate (expressed as a 365 day rate) plus 0.50%,
adjusted automatically with each change in such rates all without the necessity
of any notice to the Borrower or any other Person.

                  "Base Rate (Canada) Advance" has the meaning specified in the
definition of "Advances".

                  "Beneficiary" means, in respect of any Documentary Credit,
the beneficiary named in the Documentary Credit.

                  "Borrower" means Marsulex Inc. and its successors and
permitted assigns.

                  "Borrower's Accounts" means in respect of the Borrower (i)
for Canadian Dollars, the Borrower's Canadian Dollar account, and (ii) for U.S.
Dollars, the Borrower's U.S. Dollar account, in each case, maintained by
National Bank of Canada at its Toronto main branch, the particulars of which
shall have been notified to the Administrative Agent by the Borrower.

                  "Borrowing" means a borrowing consisting of one or more
Advances.

                  "Borrowing Base" means, at the time of any determination
thereof, an amount equal to, without duplication, 80% of the amount of Adjusted
Eligible Receivables.

                  "Borrowing Base Certificate" means a certificate of the
Borrower, in substantially the form of Schedule 4, on which the Borrower has
set forth the calculation of the Borrowing Base as of the date of the
certificate.

                  "Borrowing Notice" has the meaning specified in Section 3.02.

                  "Buildings and Fixtures" means all plant, buildings,
structures, erections, improvements, appurtenances and fixtures (including
fixed machinery and fixed equipment).


                                     CA-9
<PAGE>

                  "Business" means the business of (i) outsourced environmental
compliance solutions; (ii) sulphuric acid regeneration services; (iii) sulphur
extraction and conversion; (iv) air emission controls; (v) marketing of sulphur
products; and (vi) with respect to each of the preceding clauses (i),
(ii),(iii), (iv) and (v), related or similar businesses and activities..

                  "Business Day" means any day of the year, other than a
Saturday, Sunday or other day on which banks are required or authorized to
close in Toronto, Ontario and, where used in the context of (i) a Eurodollar
Rate Advance, also a day on which banks are not required or authorized to close
in New York City and dealings are carried on in the London interbank market;
and (ii) a Base Rate (Canada) Advance, also a day on which banks are not
required or authorized to close in New York City.

                  "Canadian Dollar Advance" has the meaning specified in the
definition of "Advances".

                  "Canadian Dollars" and "Cdn. $" each means lawful money of
Canada.

                  "Canadian Prime Rate" means, at any time, the rate of
interest per annum equal to the greater of (i) the rate which the principal
office of the Administrative Agent in Toronto, Ontario quotes, publishes and
refers to as its "prime rate" and which is its reference rate of interest for
loans in Canadian Dollars to its Canadian borrowers; and (ii) the sum of (y)
the average rate for Canadian Dollar bankers' acceptances having a term of 1
month that appears on the Reuters Screen CDOR Page (or any replacement of such
page) as of 10:00 a.m. (Toronto time) on the date of determination, as reported
by the Administrative Agent, and (z) 1.0%, adjusted automatically with each
quoted or published change in such rate, all without the necessity of any
notice to the Borrower or any other Person.

                  "Canadian Prime Rate Advance" has the meaning specified in
the definition of "Advances".

                  "Capital Expenditures" means expenditures made for the
purchase, lease or acquisition of assets (other than Current Assets) required
to be capitalized in accordance with GAAP.

                  "Capitalized Lease Obligation" of any Person means any
obligation of such Person to pay rent or other amounts under a lease of
property, real or personal, that is required to be capitalized for financial
reporting purposes in accordance with GAAP, and the amount of such obligation
shall be the capitalized amount thereof determined in accordance with GAAP.

                  "Cash Interest Expense" means, for any period, for the
Borrower and its Subsidiaries, the amount of all items properly classified as
interest expense (other than any up-front fees payable in connection with this
Agreement) paid or payable by the Borrower and its Subsidiaries during such
period (other than any such interest which is not payable in cash or is accrued
and capitalized in such period) and includes, for greater certainty, until the
Non-Recourse Date, interest payable by Marsol in connection with the Syncrude
Financing.

                  "Cash Management Agreement" means a cash management
agreement, centralized banking agreement or other agreement in respect of
treasury, depository, centralized banking or cash management services between
the Borrower, one or more Guarantors and a Cash Management Bank pursuant to
which such Cash Management Bank is providing treasury, depository, centralized
banking or cash management services to the Borrower and one or more Guarantors
involving the operation of certain bank accounts maintained with such Cash
Management Bank.


                                     CA-10
<PAGE>

                  "Cash Management Bank" means, subject to Section 12.19, any
Lender or an Affiliate of a Lender party to a cash Management Agreement.

                  "Cash Management Debt" has the meaning specified in Section
8.02(a)(vi).

                  "Change of Control" means any Person other than TD Capital
Canadian Private Equity Partners acquires legal or beneficial ownership, either
directly or indirectly, of a majority of the votes attached to the securities
of the Borrower entitled to vote for the election of the Borrower's board of
directors.

                  "Claim" means any claim of any nature whatsoever, including
any demand, liability, obligation, cause of action, suit, proceeding, judgment,
award, assessment and reassessment.

                  "Claiming Lender" has the meaning specified in Section
12.06(5).

                  "Closing Date" means the date of initial funding under the
Term Facilities, which date shall be not later than August 31, 2005.

                  "Collateral" means any and all Assets of the Borrower or any
of its Subsidiaries in respect of which the Administrative Agent or any Lender
has or will have a Lien securing any amount owing under a Credit Document.

                  "Commitment" means, at any time, in respect of (i) the
Operating Facility Cdn. $20,000,000 or the Equivalent U.S. $ Amount (as may be
reduced from time to time pursuant to Article 2, the "Operating Commitment");
(ii) the Tranche A Credit Facility, Cdn. $70,000,000 or the Equivalent U.S. $
Amount (as may be reduced from time to time pursuant to Article 2, the "Tranche
A Commitment"); (iii) the Tranche B Credit Facility, Cdn. $10,000,000 or the
Equivalent U.S. $ Amount (as may be reduced from time to time pursuant to
Article 2, the "Tranche B Commitment"); and (iv) Documentary Credits,
U.S.$5,000,000 or the Equivalent Cdn. $ Amount (provided, for greater
certainty, that the commitments in respect of Documentary Credits constitute
part of the Operating Commitment). A "Lender's Operating Commitment" means at
any time, the amount designated as such and set forth opposite the Lender's
name on the signature pages hereof, as may be reduced from time to time
pursuant to Article 2, a "Lender's Tranche A Commitment", a "Lender's Tranche B
Commitment" and a "Documentary Credit Lender's Commitment" means at any time,
the relevant amount designated as such and set forth opposite the Lender's name
on the signature pages hereof, as may be reduced from time to time pursuant to
Article 2.

                  "Compliance Certificate" means a certificate of the Borrower,
substantially in the form of Schedule 6, signed on its behalf by its chief
financial officer or any other officer acceptable to the Administrative Agent.

                  "Consolidated Current Assets" means the sum of all Current
Assets of the Borrower and its Restricted Subsidiaries, without duplication.

                  "Consolidated Current Liabilities" means the sum of all
Current Liabilities of the Borrower and its Restricted Subsidiaries, without
duplication.

                  "Consolidated Depreciation and Amortization Expense" means,
for any period, depreciation and amortization of the Borrower and its
Restricted Subsidiaries for such period, determined in accordance with GAAP,
without duplication.


                                     CA-11
<PAGE>

                  "Consolidated Debt" means the aggregate of all Debt of the
Borrower and its Restricted Subsidiaries, without duplication.

                  "Consolidated EBITDA" means, for any period and without
duplication, Consolidated Net Earnings determined on an Adjusted Consolidated
Basis (A) increased, to the extent deducted in calculating Consolidated Net
Earnings, by the sum of (i) Consolidated Interest Expense; (ii) all income
taxes of the Borrower and its Restricted Subsidiaries in accordance with GAAP
for such period; (iii) Consolidated Depreciation and Amortization Expense; (iv)
severance costs incurred prior to the date hereof or in relation to an
acquisition, restructuring costs incurred in relation to an acquisition,
non-cash asset impairment charges and acquisition transition services costs;
(v) any costs on a pro forma basis not reasonably expected to continue after
the Acquisition or after a Permitted Acquisition (other than costs referred to
in clause (vi) hereof); (vi) any cost associated with Permitted Acquisitions
that have failed in an amount not to exceed Cdn. $500,000, in any Financial
Year, and (vii) losses of the Borrower and its Restricted Subsidiaries not
incurred in the ordinary course of business, all as determined at such time in
accordance with GAAP; and (B) decreased, to the extent added in calculating
Consolidated Net Earnings, by gains of the Borrower and its Restricted
Subsidiaries not incurred in the ordinary course of business, all as determined
at such time in accordance with GAAP.

                  "Consolidated Interest Expense" means, for any period for the
Borrower and its Restricted Subsidiaries, all items properly classified as
interest expense in accordance with GAAP.

                  "Consolidated Net Earnings" means, for any period, the net
income (loss) of the Borrower and its Restricted Subsidiaries determined in
accordance with GAAP.

                  "Consolidated Senior Secured Debt" means, at any time, the
aggregate of all Senior Secured Debt of the Borrower and its Restricted
Subsidiaries at such time.

                  "Control" means the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have corresponding meanings.

                  "Credit Documents" means this Agreement, the BA Instruments,
the Security Documents, any Eligible Hedging Agreements, any Cash Management
Agreements, the Intercreditor Agreement, any Supplement and all other documents
to be executed and delivered to the Administrative Agent or the Lenders, or
both, by the Borrower and its Subsidiaries, as the case may be, as the same
have been or may at any time and from time to time hereafter be amended,
restated, supplemented, otherwise modified or replaced.

                  "Credit Facilities" means, collectively, the Operating
Facility and the Term Facilities and, in the singular, any one of them.

                  "Current Assets" means, at any time, with respect to a
Person, any Assets of that Person that will be converted into cash in the
normal operation of the business of that Person within one year of that time as
disclosed in the financial statements of that Person prepared in accordance
with GAAP.

                  "Current Liabilities" means, at any time, with respect to a
Person, any liability of that Person that will be paid in the normal operation
of the business of that Person within one year, as disclosed in the financial
statements of that Person prepared in accordance with GAAP.


                                     CA-12
<PAGE>

                  "DBRS" means Dominion Bond Rating Service Limited and any
successor thereof.

                  "Debt" of any Person means, at any time, (without
duplication) (i) all indebtedness for borrowed money including borrowings of
commodities, bankers' acceptances, letters of credit or letters of guarantee;
(ii) all indebtedness for the deferred purchase price of property or services
represented by a note or other evidence of indebtedness; (iii) all indebtedness
created or arising under any conditional sale or other title retention
agreement with respect to property acquired by the Person (even though the
rights and remedies of the seller or lender under such agreement in the event
of default are limited to repossession or sale of such property); (iv) all
indebtedness of another Person secured by a Lien on any properties or assets of
the Person; (v) all obligations under leases which have been or should be, in
accordance with GAAP (with GAAP, for the purposes of this clause (v) in the
definition of Debt, to be as of the date hereof), recorded as capital leases in
respect of which the Person is liable as lessee; (vi) the aggregate amount at
which any shares in the capital of the Person which are redeemable or
retractable at the option of the holder may be retracted or redeemed for cash
or Debt provided all conditions precedent for such retraction or redemption
have been satisfied; (vii) all Debt Guaranteed by the Person; and (viii) all
current liabilities of such Person represented by a note, bond, debenture or
other evidence of debt.

                  "Debt Guaranteed" by any Person means the maximum amount
which may be outstanding at any time of all Debt of the kinds referred to in
(i) through (vi) and (viii) of the definition of Debt which is directly or
indirectly guaranteed by the Person or which the Person has agreed
(contingently or otherwise) to purchase or otherwise acquire, or in respect of
which the Person has otherwise assured a creditor or other Person against loss,
provided that in circumstances in which less than such amount has been
guaranteed by the Person, only the guaranteed amount shall be taken into
account in determining such Person's Debt Guaranteed.

                  "Default" means an event which, with the giving of notice or
passage of time, or both, would constitute an Event of Default.

                  "Depreciation and Amortization Expense" means, for any period
and for any Person, depreciation and amortization of such Person for such
period, determined in accordance with GAAP, without duplication.

                  "Distribution" means, in respect of any Person, the amount of
(i) any dividend or other distribution on issued shares or other equity
interests of such Person; (ii) the purchase, redemption or retirement amount of
any issued shares, warrants or any other options or rights to acquire shares of
the Person redeemed, retired or purchased by such Person; (iii) any payment
made on, under, or in respect of, any Debt of such Person, including interest,
sinking fund or any like payment; (iv) any payment on account of any principal,
interest or premium on any loans or advances owing at any time by such Person
to any Related Party; or (v) any loan to or guarantee of the indebtedness of
any Related Party.

                  "Disposition" means, with respect to any property of any
Person, any direct or indirect sale, lease (where such Person is the lessor of
such property), voluntary disposition (including by way of a Sale-Leaseback
Transaction, reorganization, consolidation, amalgamation or merger), transfer
(including any transfer of title or possession), exchange, conveyance, release,
abandonment or seizure and, for the purposes of Section 2.05(3) (but only for
such purposes), also includes any expropriation, condemnation, forfeiture,
actual or constructive total loss or other involuntary disposition, and
"Dispose" and "Disposed" have meanings correlative thereto.


                                     CA-13
<PAGE>

                  "Documentary Credit" means a U.S. Dollar or Canadian Dollar
denominated standby letter of credit, commercial letter of credit or letter of
guarantee (each of which is a "Type" of Documentary Credit) issued or to be
issued by the Documentary Credit Lender for the account of the Borrower
pursuant to Article 5 and in such form as the Administrative Agent may from
time to time approve.

                  "Documentary Credit Account" has the meaning specified in
Section 5.07(1).

                  "Documentary Credit Lender" means Bank of Montreal.

                  "Documentary Credit Lender's Commitment" has the meaning
specified in the definition of "Commitment".

                  "Draft" means, at any time, (i) a bill of exchange, within
the meaning of the Bills of Exchange Act (Canada), drawn by the Borrower on a
Lender and bearing such distinguishing letters and numbers as the Lender may
determine, but which at such time has not been completed as to the payee or
accepted by the Lender; and (ii) a depository bill within the meaning of the
Depository Bills and Notes Act (Canada).

                  "Drawing" means (i) the creation and purchase of Bankers'
Acceptances by a Lender pursuant to Article 4; or (ii) the purchase of
completed Drafts by a Lender pursuant to Article 4.

                  "Drawing Date" means any Business Day fixed for a Drawing
pursuant to Section 4.03.

                  "Drawing Fee" means, with respect to each Bankers' Acceptance
or Draft drawn by the Borrower and purchased by any Person on any Drawing Date,
an amount equal to the Applicable Margin, multiplied by the product of (i) a
fraction, the numerator of which is the number of days, inclusive of the first
day and exclusive of the last day in the term of maturity of such Bankers'
Acceptance or Draft, and the denominator of which is 365 or 366, as the case
may be; and (ii) the aggregate Face Amount of the Bankers' Acceptance or Draft.

                  "Drawing Notice" has the meaning specified in Section
4.03(1).

                  "Drawing Price" means, in respect of Bankers' Acceptances or
Drafts purchased by a Lender or any other Person, the result obtained by
multiplying (a) the aggregate Face Amount of the Bankers' Acceptances or Drafts
by (b) the amount (rounded up or down to the fifth decimal place with .000005
being rounded up) determined by dividing one by the sum of one plus the product
of (x) the Reference Discount Rate, and (y) a fraction the numerator of which
is the number of days to maturity of the Bankers' Acceptances or Drafts and the
denominator of which is 365 or 366, as the case may be.

                  "Drawing Proceeds" means, in respect of any Bankers'
Acceptance or Draft purchased by a Lender or any other Person, an amount equal
to (i) the Drawing Price in respect of such Bankers' Acceptance or Draft; minus
(ii) the applicable Drawing Fee in respect of such Banker's Acceptance or
Draft.

                  "EBITDA" means, for any Person and for any period and without
duplication, Net Earnings of such Person (A) increased, to the extent deducted
in calculating Net Earnings, by the sum of (i) Interest Expense of such Person;
(ii) all income taxes of such Person in accordance with GAAP for such period;
(iii) Depreciation and Amortization Expense of such Person; (iv) severance
costs incurred prior to the date hereof or in relation to an acquisition,



                                     CA-14
<PAGE>

restructuring costs incurred in relation to an acquisition, non-cash asset
impairment charges and acquisition transition services costs of such Person;
and (v) losses of such Person not incurred in the ordinary course of business,
all as determined at such time in accordance with GAAP; and (B) decreased, to
the extent added in calculating Net Earnings, by gains of such Person not
incurred in the ordinary course of business, all as determined at such time in
accordance with GAAP.

                  "Election Notice" has the meaning specified in Section
3.03(3).

                  "Eligible Hedging Agreements" means one or more agreements
between the Borrower and one or more of the Lenders or an Affiliate of such
Lenders or one or more Persons who, at the time of entering into such agreement
or agreements, are Lenders evidenced by a form of agreement approved by the
International Swaps and Derivatives Dealers Association Inc. (or other form
approved by the Administrative Agent) using the full two-way payment method to
calculate amounts payable thereunder and evidencing any interest rate hedge
(including any interest rate swap, cap or collar) or any foreign exchange
hedge, in each case, in respect of which payments or settlement shall be made
in cash only, as the same may at any time and from time to time be amended,
restated, supplemented, otherwise modified or replaced, including any such
agreements existing on the Closing Date.

                  "Eligible Receivables" means each Receivable of the Borrower
or a Guarantor excluding:

         (a) accounts receivable from and other amounts payable by an account
debtor, purchasers or obligors whose chief executive office and principal place
of business is not in Canada or the United States of America;

         (b) accounts receivable from and other amounts payable by an account
debtor, purchaser or obligor that is a Related Party or is not dealing at arms
length with the Borrower or Restricted Subsidiary, or is bankrupt or insolvent
or is in receivership;

         (c) accounts receivable and other amounts payable in respect of a sale
of equipment whereby the product sold is subject to a purchase money security
interest or other prior claim and such purchase money security interest or
other prior claim remains outstanding after such sale;

         (d) accounts receivable from and other amounts payable by an account
debtor, purchaser or obligor that are outstanding more than (i) in the case of
any such Person having an Investment Grade Rating, 90 days from the invoice
date, and (ii) in the case of any such Person not having an Investment Grade
Rating, 60 days from the date of the invoice, in each case, other than pursuant
to contractual arrangements approved by the Required Lenders on a case by case
basis;

         (e) Receivables that are not subject to valid and enforceable first
priority Liens in favour of the Administrative Agent for the rateable benefit
of the Lender Parties; and

         (f) amounts subject to a legitimate dispute, offset, counterclaim or
defense by the account debtor, purchaser or obligor, or is an account for which
the account debtor, purchaser or obligor has a contra, but excluded only to the
extent of the amount in dispute or subject to offset, counterclaim defence or
contra, or to the extent the amount is otherwise unlikely to be collected.


                                     CA-15
<PAGE>

Any Receivable of the Borrower or a Guarantor which is at any time an Eligible
Receivable but which subsequently fails to meet any of the foregoing
requirements shall immediately cease to be an Eligible Receivable.

Until the Administrative Agent gives the notice referred to in Section
8.01(a)(vi), the Borrower's allowance for doubtful accounts and other
receivables, determined in accordance with GAAP, shall satisfy the amount listed
in clause (f) immediately above.

                  "Environmental Laws" means all applicable Laws relating to
the environment, health and safety matters or conditions, Hazardous Substances,
pollution or the protection of the environment, including Laws relating to (i)
on-site or off-site contaminations; (ii) occupational health and safety
relating to Hazardous Substances; (iii) chemical substances or products; (iv)
releases of pollutants, contaminants, chemicals or other industrial, toxic or
radioactive substances or Hazardous Substances into the environment; and (v)
manufacture, processing, distribution, use, treatment, storage, transport or
handling of Hazardous Substances.

                  "Environmental Liabilities" means all Losses and Claims under
applicable Environmental Laws, whether known or unknown, current or potential,
past, present or future, imposed by, under or pursuant to Environmental Laws or
otherwise relating to any environmental condition, fact or circumstance
requiring Remedial Action under any Environmental Law, including all Losses and
Claims related to Remedial Actions and all reasonable fees, disbursements and
expenses of counsel, experts, personnel and consultants, where such Losses and
Claims are based on, arise out of or are otherwise in respect of (i) the
ownership or operation of the Business or any Assets related to the Business;
(ii) the conditions on, under, above or about any real property, assets,
equipment or facilities currently or previously owned, leased or operated by
the Borrower or any of its Subsidiaries; (iii) expenditures necessary to cause
the operations of the Business or Assets either related to the Business or
owned, leased or operated by the Borrower or any of its Subsidiaries to comply
with any and all environmental requirements, including expenditures in
connection with obtaining all Environmental Permits; (iv) expenditures
necessary to effect the environmental closure, environmental decommissioning or
environmental rehabilitation of any of the operations of the Business or Assets
either related to the Business or owned, leased or operated by the Borrower or
any of its Subsidiaries; (v) liability for personal injury or property damage,
including damages assessed for the maintenance of a public or private nuisance;
and (vi) any other matter affecting the real property, assets, equipment or
facilities of the Borrower or any of its Subsidiaries, whether owned or leased,
relating to any Environmental Law or otherwise within the jurisdiction of a
Governmental Entity arising through its administration of any Environmental
Law.

                  "Environmental Permits" includes all permits, certificates,
approvals, registrations and licenses issued by any Governmental Entity to the
Borrower or any of its Subsidiaries or to the Business pursuant to
Environmental Laws and required for the operation of the Business or use of the
Owned Properties, Leased Properties or other Assets.

                  "Equivalent Cdn. $ Amount" means, on any day with respect to
any amount of U.S. Dollars, the amount of Canadian Dollars which would be
required to buy such amount of U.S. Dollars using the spot rate of the Bank of
Canada at approximately 12:00 noon (Toronto time) on the day or, if such day is
not a Business Day, on the Business Day immediately preceding such day.

                  "Equivalent U.S. $ Amount" means, on any day with respect to
any amount of Canadian Dollars, the amount of U.S. Dollars which would be
required to buy such amount of Canadian Dollars using the spot rate of the Bank


                                     CA-16
<PAGE>

of Canada at approximately 12:00 noon (Toronto time) on the day or, if such day
is not a Business Day, on the Business Day immediately preceding such day.

                  "Eurodollar Interest Period" means, for each Eurodollar Rate
Advance, a period which commences (i) in the case of the initial Eurodollar
Interest Period, on the date the Advance is made or converted from another Type
of Accommodation; and (ii) in the case of any subsequent Eurodollar Interest
Period, on the last day of the immediately preceding Eurodollar Interest
Period, and which ends, in either case, on the day selected by the applicable
Borrower in the applicable Borrowing Notice or Election Notice. The duration of
each Eurodollar Interest Period shall be 1, 2, 3 or 6 months (or such shorter
or longer period as may be approved by the Lenders making Eurodollar Rate
Advances), unless the last day of a Eurodollar Interest Period would otherwise
occur on a day other than a Business Day, in which case the last day of such
Eurodollar Interest Period shall be extended to occur on the next Business Day,
or if such extension would cause the last day of such Eurodollar Interest
Period to occur in the next calendar month, the last day of such Eurodollar
Interest Period shall occur on the preceding Business Day.

                  "Eurodollar Rate" means, for each Eurodollar Interest Period
for each Eurodollar Rate Advance, the rate of interest per annum which appears
on page 3750 of the Telerate screen at approximately 11:00 a.m. (London time)
two Business Days before the first day of such Eurodollar Interest Period; or
if such Telerate screen is not available, the rate of interest which appears on
the Reuters screen LIBOR 01 page at approximately 11:00 a.m. (London time) two
Business Days before the first day of such Eurodollar Interest Period; or if
such Reuters Screen is not available, then the Eurodollar Rate shall be the
annual rate of interest determined by the Administrative Agent as being the
rate of interest at which it would be prepared to offer to leading banks in the
London interbank market for delivery on the first day of the relevant
Eurodollar Interest Period for a period equal to the Eurodollar Interest Period
for deposits in U.S. Dollars in an amount comparable to the relevant Eurodollar
Rate Advance requested by the Borrower.

                  "Eurodollar Rate Advance" has the meaning specified in the
definition of "Advances".

                  "Event of Default" has the meaning specified in Section 9.01.

                  "Excluded Taxes" has the meaning specified in Section
12.07(1).

                  "Face Amount" means (i) in respect of a BA Instrument, the
amount payable to the holder on its maturity; and (ii) in respect of a
Documentary Credit, the maximum amount which the issuing Person is contingently
liable to pay to the Beneficiary.

                  "Federal Funds Rate" means, for any day, a fluctuating
interest rate per annum equal to the weighted average of the rates on overnight
United States Federal funds transactions with members of the Federal Reserve
System arranged by United States Federal funds brokers, as published for the
day (or, if the day is not a Business Day, for the preceding 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 on
such transactions received by the Administrative Agent from three United States
Federal funds brokers of recognized standing selected by it.

                  "Fee Letter" means that certain fee letter dated June 27,
2005 among the Borrower, the Administrative Agent and the Lead Arranger.


                                     CA-17
<PAGE>

                  "Fees" means the fees payable by the Borrower under this
Agreement.

                  "Financial Quarter" means a period of three consecutive
months in each Financial Year of the Borrower ending on March 31, June 30,
September 30 and December 31, as the case may be, of such year.

                  "Financial Year" means, in relation to the Borrower, its
financial year commencing on January 1 of each calendar year and ending on
December 31 of such calendar year.

                  "First Treasury Loan Agreement" means the loan agreement made
as of the 5th day of June, 2003 between Marsol, as borrower, First Treasury
Financial Inc., as lender, and the Borrower, as guarantor.

                  "First Treasury Pledge" means the pledge of, and the security
interest in, the shares of Marsol granted by the Borrower to First Treasury
Financial Inc. pursuant to the general security agreement dated as of June 5,
2003 from the Borrower to First Treasury Financial Inc.

                  "Floating Rate Advances" has the meaning specified in the
definition of "Advances".

                  "GAAP" means, at any time, accounting principles generally
accepted in Canada as recommended in the Handbook of the Canadian Institute of
Chartered Accountants at the relevant time.

                  "Governmental Entity" means any (i) multinational, federal,
provincial, state, municipal, local or other government, governmental or public
department, central bank, court, commission, board, bureau, agency or
instrumentality, domestic or foreign; (ii) any subdivision or authority of any
of the foregoing; or (iii) any quasi-governmental or private body exercising
any regulatory, expropriation or taxing authority under or for the account of
any of the above.

                  "Guaranteed Obligations" have the meaning specified in
Section 11.01(1).

                  "Guarantors" means, collectively, the Subsidiaries of the
Borrower who are parties to this Agreement as Guarantors and any other Person
who becomes a guarantor hereunder and who has provided the Administrative Agent
for the benefit of itself and the Lender Parties with a first priority
perfected security interest (subject to Permitted Liens) over all of its Assets
(subject to such exceptions agreed to in writing by the Lenders).

                  "Hazardous Substance" means any liquid, gaseous or solid
matter, vibration, ray, heat, odour, radiation or energy which is or is deemed
to be, alone or in any combination, hazardous, hazardous waste, toxic, a
pollutant, a deleterious substance, a contaminant or a source of contaminant.

                  "Hedge Lenders" means collectively, (i) each Lender or any
Affiliate of such Lender party to an Eligible Hedging Agreement, and (ii) each
Person who, at the time of entering into an Eligible Hedging Agreement, is a
Lender.

                  "Hedging Transaction" means any transaction represented by an
agreement or confirmation implementing or otherwise relating to (a) currency
swap agreements, option contracts, future contracts, options on future
contracts, spot or forward contracts or other agreements to purchase or sell
currency or any other hedging arrangements entered into by the Borrower in the

                                     CA-18
<PAGE>

ordinary course of business to hedge its exposure to movements in the rates of
exchange of currencies relating to operating costs, debt and construction costs
and not for purposes of speculation; and (b) interest rate swaps, option
contracts, future contracts, options on futures contracts, caps, floors,
collars or any other hedging arrangements entered into by the Borrower in the
ordinary course of business to hedge its exposure to movements in interest
rates on its debt and not for purposes of speculation.

                  "Hostile Take-Over" means a takeover bid (as defined under
applicable securities Laws but excluding any takeover bids which are exempt
from the formal takeover bid rules under such Laws) which is unsolicited or the
approval of which has not been publicly announced by the board of directors (or
its equivalent) of the Person that is the target of the takeover offer.

                  "Impermissible Qualification" means, relative to (i) the
financial statements or notes thereto of any Person; or (ii) the opinion or
report of any independent auditors as to any financial statement or notes
thereto, any qualification or exception to such opinion or report which (a) is
of a "going concern" or similar nature; (b) relates to any limited scope of
examination of material matters relevant to such financial statement, if such
limitation results from the refusal or failure of the Borrower to grant access
to necessary information therefor; or (c) relates to the treatment or
classification of any item in such financial statement.

                  "Incremental Amending Agreement" has the meaning specified in
Section 2.12(5).

                  "Incremental Commitment" has the meaning specified in Section
2.12(3)(a).

                  "Incremental Facility" has the meaning specified in Section
2.12(1).

                  "Incremental Lender" and "Incremental Lenders" have the
meaning specified in Section 2.12(2)

                  "Indemnified Person" has the meaning specified in Section
12.06(1).

                  "Indenture Restricted Subsidiary" means any Subsidiary of the
Borrower that has not been designated by the Board of Directors of the
Borrower, by a resolution of the Board of Directors of the Borrower delivered
to the Senior Subordinated Note Trustee, as an "Unrestricted Subsidiary"
pursuant to Section 4.17 of the Senior Subordinated Note Indenture. Any such
designation may be revoked by resolution of the Board of Directors of the
Borrower delivered to the Senior Subordinated Note Trustee, subject to the
provisions of Section 4.17 of the Senior Subordinated Note Indenture.

                  "Intercreditor Agreement" means the intercreditor agreement
dated as of the date hereof between the Administrative Agent and First Treasury
Financial Inc.

                  "Interest Expense" means, for any period for any Person, all
items properly classified as interest expense in accordance with GAAP.

                  "Investment Grade Rating" means a credit rating of not less
than BBB- from S&P, Baa3 from Moody's or BBB low from DBRS.

                  "Investment Grade Receivables" means Eligible Receivables
from Persons having an Investment Grade Rating.


                                     CA-19
<PAGE>

                  "Investments" means any advances, loans, guarantees or other
extensions of credit or capital contributions (other than prepaid expenses in
the ordinary course of business) to (by means of transfers of property, money
or assets), or any purchase of any shares, stocks, bonds, notes, debentures or
other securities of, any Person or the acquisition of all or substantially all
the assets of, any Person or of a business carried on by, or a division of, any
Person.

                  "Issue" means an issue of a Documentary Credit by the
Documentary Credit Lender pursuant to Article 5.

                  "Issue Date" has the meaning specified in Section 5.02(1).

                  "Issue Notice" has the meaning specified in Section 5.02(1).

                  "ITA" has the meaning specified in Section 7.01(v).

                  "Judicial Order" has the meaning specified in Section
5.07(1).

                  "Laws" means all legally enforceable statutes, codes,
ordinances, decrees, rules, regulations, municipal by-laws, judicial or
arbitral or administrative or ministerial or departmental or regulatory
judgments, notifications, conditions, orders, decisions, rulings or awards,
policies, voluntary restraints, guidelines, or any provisions of the foregoing,
including general principles of common and civil law and equity, binding on or
affecting the Person referred to in the context in which such word is used; and
"Law" means any one of the foregoing.

                  "Lead Arranger" means BMO Nesbitt Burns.

                  "Leased Properties" means, collectively, the real properties
forming the subject matter of the Leases.

                  "Leases" means the leases, subleases, rights to occupy, and
licences of real property or buildings and fixtures, to which the Borrower or
any of its Subsidiaries is a party (i) at the date of this Agreement, as listed
and described in Schedule 7.01(j); or (ii) after the date of this Agreement as
notified to the Administrative Agent pursuant to Section 8.01(b), but shall
exclude leases, rights and licences terminated in accordance with their terms
(and not as the result of a default) after the date of this Agreement and as
and from such termination.

                  "Lender Parties" means, collectively, the Lenders, any Hedge
Lenders and any Cash Management Banks and "Lender Party" means any one of them.

                  "Lenders" means, collectively, the Operating Lenders, the
Term Lenders, the Documentary Credit Lender and any Person who may become a
Lender pursuant to Section 12.08 and their effective successors and assigns
and, in the singular, any one of them.

                  "Lender's Incremental Commitment" has the meaning specified
in Section 2.12(2).

                  "Lender's Operating Commitment" has the meaning specified in
the definition of "Commitment".

                  "Lender's Tranche A Commitment" has the meaning specified in
the definition of "Commitment".


                                     CA-20
<PAGE>

                  "Lender's Tranche B Commitment" has the meaning specified in
the definition of "Commitment".

                  "Lien" means any mortgage, charge, pledge, hypothecation,
security interest, assignment, encumbrance, lien (statutory or otherwise),
charge, title retention agreement or arrangement, restrictive covenant or other
encumbrance of any nature or any other arrangement or condition that in
substance secures payment or performance of an obligation.

                  "Long Beach Lease" means the lease between the City of Long
Beach and the Borrower (as successor-in-interest of Boliden Sulex, Inc.) dated
as of May 9, 1985, as amended.

                  "Losses" means any loss whatsoever, whether direct or
indirect, including expenses, costs, damages, judgments, penalties, fines,
charges, claims, demands, liabilities and any and all legal fees and
disbursements, except any such loss representing loss of profit.

                  "Marsol" means Marsol Canada Corporation, a wholly-owned
Subsidiary of the Borrower.

                  "Material Adverse Change" means any change, condition or
event which, when considered individually or together with other changes,
conditions, events or occurrences could reasonably be expected to have a
Material Adverse Effect.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, revenues, operations, results of operations, prospects,
assets, liabilities (contingent or otherwise) or financial condition of the
Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower
or any Guarantor to observe, perform or comply with its material obligations
under this Agreement or any other Credit Document, or (c) the rights and
remedies of the Administrative Agent or any of the Lenders under any of the
Credit Documents.

                  "Material Agreements" means the agreements listed in Schedule
7.01(t) and any agreement, contract or similar instrument to which the Borrower
or any of its Subsidiaries is a party or to which any of their property or
assets may be subject for which breach, non-performance, cancellation, failure
to renew, termination, revocation or lapse could reasonably be expected to have
a Material Adverse Effect.

                  "Material Permits" means the Authorizations listed in
Schedule 7.01(g), the breach, non-performance, cancellation or non-availability
of which or failure of which to renew or maintain would reasonably be expected
to have a Material Adverse Effect.

                  "Minimum Assignment Amount" has the meaning specified in
Section 12.08(3).

                  "Montreal Expansion" means the estimated $67,000,000
expansion of Marsulex Montreal Inc.'s hydrogen sulphide processing facility
located in Montreal, Quebec.

                  "Moody's" means Moody's Investor Services, Inc., and any
successor thereof.

                  "Net Earnings" means, for any period for any Person, the net
income (loss) of such Person determined in accordance with GAAP.

                  "Net Income Taxes" has the meaning specified in Section
12.07(3).


                                     CA-21
<PAGE>

                  "Net Proceeds" means any one or more of the following (i)
with respect to any Disposition of Assets by the Borrower or any of its
Subsidiaries, the net amount equal to the aggregate amount received in cash
(including any cash received by way of deferred payment pursuant to a note
receivable, other non-cash consideration or otherwise, but only as and when
such cash is so received) in connection with such sale or other disposition,
less the sum of (y) fees (including, without limitation, legal fees),
commissions and other out-of-pocket expenses incurred or paid for by the
Borrower or any of its Subsidiaries, as applicable, in connection with the sale
or other disposition, and (z) taxes incurred in connection with the sale,
whenever payable; and (ii) with respect to the issuance of securities units,
convertible debt or similar equity instruments or the creation or incurrence of
Debt by the Borrower or any of its Subsidiaries, the net amount equal to the
aggregate amount received in cash in connection with the issuance or
incurrence, less the reasonable fees (including without limitation, reasonable
legal fees), commissions and other out-of-pocket expenses incurred or paid for
by the Borrower or any of its Subsidiaries in connection with the issuance or
incurrence.

                  "New Subsidiary" has the meaning specified in the definition
of "Permitted Acquisitions".

                  "Non-Investment Grade Receivables" means Eligible Receivables
from Persons not having an Investment Grade Rating.

                  "Non-Recourse Date" means the date upon which the Borrower is
released from all of its obligations under or in connection with the Syncrude
Guarantee and all security granted by the Borrower to First Treasury Financial
Inc. (other than the First Treasury Pledge) in connection therewith has been
discharged.

                  "OECD Countries" means countries that are members of the
Organisation for Economic Cooperation and Development.

                  "Operating Availability Limit" has the meaning specified in
Section 2.02(1).

                  "Operating Commitment" has the meaning specified in the
definition of "Commitment".

                  "Operating Facility" means the operating credit facility made
available to the Borrower under this Agreement for the purposes specified in
Section 2.03(1).

                  "Operating Lenders" means, collectively, the financial
institutions set forth on the signature pages hereof as Lenders with Lender's
Operating Commitments (and any Assignee thereof upon such Assignee executing
and delivering an assignment and assumption agreement referred to in Section
12.08(5) to the Borrower and the Administrative Agent), and in the singular any
one of such Lenders.

                  "Original Currency" has the meaning specified in Section
12.12(1).

                  "Other Currency" has the meaning specified in Section
12.12(1).

                  "Other Taxes" has the meaning specified in Section 12.07(2).

                  "Owned Properties" means, collectively, (i) the land and
premises owned by the Borrower or any of its Subsidiaries on the date of this
Agreement which are listed on Schedule 7.01(i); and (ii) after the date of this
Agreement the lands and premises notified to the Administrative Agent pursuant
to Section 8.01(b), but shall exclude lands and premises sold or otherwise


                                     CA-22
<PAGE>

Disposed of as permitted in this Agreement as and from the date of such sale or
Disposition.

                  "Participant" has the meaning specified in Section 12.08(3).

                  "Pension Plan" means (a) a "pension plan" or "plan" which is
subject to the Income Tax Act (Canada), the Pensions Benefit Act (Ontario) or
any applicable pension benefits standards legislation in any other jurisdiction
of Canada which is applicable to the Borrower's, Marsol's or any Guarantor's
employees resident in Canada, and (b) any foreign pension benefits plan,
defined benefit plan or similar arrangement applicable to any employee of the
Borrower, Marsol or any of the Guarantors.

                  "Permitted Acquisitions" means the acquisition, by the
Borrower, of a majority of the shares or other securities of any Person
carrying on substantially the same business as the Business (such Person being
herein referred to as the "New Subsidiary") or the Assets of any Person used in
substantially the same business as the Business (such Assets being herein
referred to as the "Purchased Assets") provided that:

         (a) after giving effect to such acquisition, the Borrower shall be in
compliance with the financial covenants specified in Section 8.03(1)(a), (b)
and (c) provided that compliance with such financial covenants shall be
calculated on a pro forma basis (as if the acquisition had been completed and
any Debt in connection therewith had been incurred as at the first day of the
immediately preceding four Financial Quarters and without regard to any
synergies in respect thereto but including all EBITDA of the relevant New
Subsidiary or the relevant Purchased Assets for such four Financial Quarters
(as provided in Section 8.03(2));

         (b) the total purchase price for any such individual acquisition does
not exceed Cdn. $20,000,000 and the aggregate purchase price for all such
acquisitions together with the purchase price for all Permitted Minority
Investments during the Term of this Agreement does not exceed Cdn. $50,000,000
unless the Lenders consent in writing, acting reasonably, to any greater
amount; and

         (c) the New Subsidiary has its primary operations in OECD Countries
and any Purchased Assets are primarily used in OECD Countries;

         (d) after giving effect to such acquisition, not less than 85% of the
Borrower's Consolidated EBITDA shall be generated from the United States and
Canada;

         (e) in respect of any New Subsidiary, the provisions of Section
8.02(i) are complied with;

         (f) in respect of any Purchased Assets, the Administrative Agent, for
the rateable benefit of the Lender Parties, shall have been granted a first
priority perfected security interest (whether by way of registration or
otherwise and subject only to Permitted Liens) over all such Purchased Assets
(subject only to exceptions agreed to by the Lenders in writing); and

         (g) no Default or Event of Default shall have occurred and be
continuing and no Default or Event of Default shall arise as a result of such
acquisition.

                  "Permitted Capital Expenditures" means Capital Expenditures
in Assets owned by the Borrower or any Guarantor used or useful in the Business
in an amount not exceeding in any Financial Year the amount set forth for such
Financial Year in Schedule 11 (provided that any unused portion of the amount
the Borrower is permitted to expend on Capital Expenditures in a Financial Year


                                     CA-23
<PAGE>

may be carried forward to the next following Financial Year); provided that, in
addition to the amounts set forth in Schedule 11, the Borrower may incur
Capital Expenditures in connection with the Montreal Expansion in an aggregate
amount not to exceed $65,000,000 for the Financial Years ending December 31,
2005 and December 31, 2006.

                  "Permitted Debt" means (i) the Debt incurred pursuant to this
Agreement, (ii) the Debt of Borrower in respect of the Syncrude Financing
incurred pursuant to the Syncrude Guarantee, (iii) the Senior Subordinated
Notes up to a maximum principal amount of U.S. $61,000,000, and (iv) Debt
referenced in Schedule 7.01(aa).

                  "Permitted Dispositions" means (i) any Disposition made in
the ordinary course of business for the purpose of carrying on the Business;
(ii) any Disposition from the Borrower or any of its Subsidiaries to the
Borrower or any Guarantor provided that (x) no Default or Event of Default has
occurred and is continuing or would result therefrom, (y) the property Disposed
of is subject to, following such Disposition, a first priority perfected
security interest in favour of the Administrative Agent, for the rateable
benefit of the Lender Parties (subject only to Permitted Liens) and the
transferee executes and delivers to the Administrative Agent all documents,
security and further assurances as the Administrative Agent may reasonably
require to satisfy itself with respect thereto, and (z) the Administrative
Agent receives an opinion of counsel to the Borrower (in form and substance
satisfactory to the Administrative Agent acting reasonably) in connection with
the matters referred to in clause (y) above; and (iii) Dispositions of Assets
in any Financial Year which do not fall within any of the other clauses of this
definition provided that the aggregate consideration received for such Assets
so disposed of in any such Financial Year does not exceed Cdn. $10,000,000 in
any such Financial Year and Cdn. $30,000,000 during the Term of this Agreement,
and (iv) after the Non-Recourse Date a Disposition of Assets by Marsol to any
Person provided that (x) the aggregate consideration received for such Assets
so disposed does not exceed Cdn. $5,000,000 during the Term of this Agreement,
(y) such Disposition is in the ordinary course of business, and (z) no Default
of Event of Default has occurred and is continuing or would result therefrom.

                  "Permitted Investments" means:

         (a) Investments in short-term U.S. and Canadian government securities;

         (b) Investments in short-term instruments issued by banks rated A or
better by Moody's;

         (c) Investments in commercial paper rated A-2 or better by S & P or
P-2 or better by Moody's that mature within 270 days;

         (d) Investments by the Borrower in any Guarantor or by any Guarantor
in any other Guarantor or in the Borrower;

         (e) Investments in Marsol in an amount not to exceed $3,000,000; and

         (f) Investments that constitute the purchase by the Borrower of
minority equity interests in other Persons having their primary operations in
OECD Countries up to a maximum aggregate amount of Cdn. $10,000,000 during the
Term of this Agreement, provided that the Administrative Agent, for the
rateable benefit of the Lender Parties, shall have been granted a first
priority perfected security interest (whether by way of registrations or
otherwise and subject only to Permitted Lien) over all such equity interests.


                                     CA-24
<PAGE>

                  "Permitted Liens" means, in respect of any Person, any one or
more of the following:

         (a) Liens for taxes, assessments or governmental charges or levies
which are not delinquent or the validity of which is being contested at the
time by the Person in good faith by proper legal proceedings if, in the
Required Lenders' opinion, either (i) adequate provision has been made for
their payment; or (ii) the Liens are not in the aggregate materially
prejudicial to the security constituted by the Security Documents;

         (b) inchoate or statutory Liens of contractors, subcontractors,
mechanics, workers, suppliers, materialmen, carriers and others in respect of
construction, maintenance, repair or operation of assets of the Person,
provided that such Liens are related to obligations not due or delinquent, are
not registered against title to any assets of the Person and in respect of
which adequate holdbacks are being maintained as required by applicable law or
such Liens are being contested in good faith by appropriate proceedings and in
respect of which there has been set aside a reserve (to the extent required by
GAAP) in an adequate amount and provided further that such Liens do not, in the
Required Lenders' opinion reduce the value of the assets of the Person or
materially interfere with the use of such assets in the operation of the
business of the Person;

         (c) easements, rights-of-way, servitudes, restrictions and similar
rights in real property comprised in the assets of the Person or interests
therein granted or reserved to other Persons, provided that such rights do not,
in the Required Lenders' opinion, reduce the value of the assets of the Person
or materially interfere with the use of such assets in the operation of the
business of the Person;

         (d) title defects or irregularities which are of a minor nature and
which, in the Required Lenders' opinion, do not reduce the value of the assets
of the Person or materially interfere with their use in the operation of the
business of the Person;

         (e) Liens securing appeal bonds and other similar Liens arising in
connection with court proceedings (including, without limitation, surety bonds,
security for costs of litigation where required by law and letters of credit)
or any other instruments serving a similar purpose;

         (f) attachments, judgments and other similar Liens arising in
connection with court proceedings; provided, however, that the Liens are in
existence for less than 10 days after their creation or the execution or other
enforcement of the Liens is effectively stayed or the claims so secured are
being actively contested in good faith and by proper legal proceedings;

         (g) the reservations, limitations, provisos and conditions, if any,
expressed in any original grant from the Crown of any real property or any
interest therein or in any comparable grant in jurisdictions other than Canada,
provided they do not, in the Required Lenders' opinion, reduce the value of the
assets of the Person or materially interfere with the use of such assets in the
operation of the business of the Person;

         (h) Liens given to a public utility or any municipality or
governmental or other public authority when required by such utility or other
authority in connection with the operation of the business or the ownership of
the assets of the Person, provided that such Liens do not, in the Required
Lenders' opinion, reduce the value of the assets of the Person or materially
interfere with their use in the operation of the business of the Person;

         (i) servicing agreements, development agreements, site plan
agreements, and other agreements with Governmental Entities pertaining to the
use or development of any of the assets of the Person, provided same are


                                     CA-25
<PAGE>

complied with and do not in the Required Lenders' opinion, reduce the value of
the assets of the Person or materially interfere with their use in the
operation of the business of the Person including, without limitation, any
obligations to deliver letters of credit and other security as required;

         (j) applicable municipal and other governmental restrictions,
including municipal by-laws and regulations, affecting the use of land or the
nature of any structures which may be erected thereon, provided such
restrictions have been complied with and do not in the Required Lenders'
opinion reduce the value of the assets of the Person or materially interfere
with their use in the operation of the business of the Person;

         (k) the right reserved to or vested in any Governmental Entity by any
statutory provision or by the terms of any lease, licence, franchise, grant or
permit of the Person, to terminate any such lease, licence, franchise, grant or
permit, or to require annual or other payments as a condition to the
continuance thereof;

         (l) Liens in favour of the Administrative Agent and the Lender Parties
created by the Security Documents;

         (m) landlord distraint rights and similar rights arising under the
leasehold interests of the Borrower and its Subsidiaries;

         (n) Liens existing as of the date hereof and previously given to
secure amounts owing under Permitted Debt for and during such time as any of
the Permitted Debt remains outstanding;

         (o) Liens disclosed in Schedule 8.02(b) but only to the extent such
Liens conform to their description in Schedule 8.02(b), and includes any
extension or renewal thereof provided the amount so secured does not exceed the
original amount secured immediately prior to the extension, renewal or
refinancing and the scope of security creating the Lien is not extended;

         (p) Liens in respect of assets securing Debt described in clause (ii)
of the definition of Permitted Debt and the restrictive covenants contained in
the Senior Subordinated Note Indenture and the Senior Subordinated Notes; and

         (q) Other Liens expressly consented to in writing by the Required
Lenders.

                  "Permitted Minority Investments" means Investments permitted
by clause (f) of the definition of Permitted Investments.

                  "Person" means a natural person, partnership, limited
partnership, corporation, joint stock company, trust, fund, unincorporated
association, joint venture or other entity or Governmental Entity, and pronouns
have a similarly extended meaning.

                  "Purchase Money Mortgage" means any security interest
charging property (other than accounts receivable) acquired by the Borrower or
any of its Subsidiaries, which is granted or assumed by the Borrower or any of
its Subsidiaries or which arises by operation of law in favour of the
transferor concurrently with and for the purpose of the acquisition of such
property, in each case where (i) the principal amount secured by the security
interest is not in excess of 75% of the purchase price (after any post-closing
adjustment) of the property acquired; and (ii) such security interest extends
only to the property acquired and the proceeds thereof.


                                     CA-26
<PAGE>

                  "Purchased Assets" has the meaning specified in the
definition of "Permitted Acquisitions".

                  "Receivables" means the trade accounts receivable of the
Borrower and each Guarantor.

                  "Reference Discount Rate" means, in respect of (i) any
Bankers' Acceptances or Drafts to be purchased pursuant to Article 4 by a
Schedule I chartered bank, the average (rounded upwards, if necessary, to the
nearest 0.01%, with five-thousandths of 1% being rounded up) rate for Canadian
Dollar Bankers' Acceptances having a term comparable to such Bankers'
Acceptances and Drafts that appears on the Reuters Screen CDOR Page in respect
of a Schedule 1 chartered bank (or such other page as is a replacement page for
such Bankers' Acceptances) at 10:00 a.m. (Toronto time); or (ii) in respect of
any BA Instrument by any other Lender or other Person, the arithmetic average
of the discount rates (calculated on an annual basis and rounded to the nearest
0.01%, with five-thousandths of 1% being rounded up) quoted by each Reference
Lender at 10:00 a.m. (Toronto time) as the discount rate at which the Reference
Lender would purchase on the relevant Drawing Date, its own Bankers'
Acceptances or Drafts having an aggregate Face Amount equal to and with a term
to maturity the same as the BA Instruments to be acquired by the Lender or such
other Person on the Drawing Date. If such rate is not available as of such
time, then the discount rate in respect of such BA Instruments shall mean the
discount rate quoted by the Administrative Agent for the purchase, on the
relevant Drawing Date, of its own Bankers' Acceptances or Drafts having an
aggregate Face Amount equal to and with a term to maturity the same as the BA
Instruments to be acquired by such Lender or other Person on such Drawing Date.

                  "Reference Lenders" means, at any time, the Schedule II and
Schedule III Canadian bank(s) parties hereto, if any.

                  "Refinancing Debt" means Debt that refunds, refinances,
replaces, extends or all of the proceeds from which are used to repay (in whole
or in part) any Permitted Debt but only to the extent that (i) such Refinancing
Debt is subordinated to the Debt hereunder at least to the same extent as the
Debt being refunded, refinanced or extended, if at all; (ii) the principal
amount of such Refinancing Debt has a weighted average life to maturity not
less than the weighted average life to maturity of the Debt being refunded,
refinanced or extended and is scheduled to mature either (y) no earlier than
the Debt being refunded, refinanced or extended or (z) after the date fixed in
Section 2.04(2) for the final instalment payment of the Term Facilities,
whichever is later; (iii) such Refinancing Debt is in an aggregate principal
amount (or if issued with original issue discount, an aggregate issue price)
that is equal to or less than the sum of (x) the aggregate principal amount
(or, if issued with original issue discount, the aggregate accreted value) of
the Debt being refunded, refinanced or extended and the amount of any premium
reasonably necessary to accomplish such refinancing, (y) the amount of accrued
and unpaid interest, if any, and premiums owed, if any, not in excess of
pre-existing prepayment provisions on such Debt being refunded, refinanced or
extended, and (z) the amount of customary fees, expenses and costs related to
the incurrence of such Refinancing Debt; (iv) such Refinancing Debt is
otherwise on terms and conditions no more restrictive or onerous than the terms
and conditions of the Debt to be refinanced, replaced, refunded or extended;
and (v) such Refinancing Debt is incurred by the same Person that initially
incurred the Debt being refunded, refinanced or extended.

                  "Related Party" means in respect of the Borrower or any
Subsidiary of the Borrower (i) a Person which alone or in combination with
others holds a sufficient number of securities or has contractual rights
sufficient to affect materially the control of the Borrower or such Subsidiary;
(ii) a Person in respect of which a Person referred to in clause (i) alone or



                                     CA-27
<PAGE>

in combination with others holds a sufficient number of securities or has
contractual rights sufficient to affect materially its control; (iii) a Person
in respect of which the Borrower or such Subsidiary alone or in combination
with others holds a sufficient number of securities or has contractual rights
sufficient to affect materially its control; (iv) a person who beneficially
owns, directly or indirectly, voting securities of the Borrower or such
Subsidiary who exercises control or direction over voting securities of the
Borrower or such Subsidiary or a combination of both carrying more than 10% of
the voting rights attached to all voting securities of the Borrower or such
Subsidiary for the time being outstanding; (v) a director or senior officer of
the Borrower, Subsidiary or related party of the Borrower or such Subsidiary;
or (vi) an Affiliate of any of the foregoing.

                  "Relevant Repayment Date" means, in respect of the repayment
of all Accommodations made under (i) the Operating Facility, and (ii) the Term
Facilities, June 15, 2008.

                  "Remedial Action" means any action required under any
applicable Environmental Law to (i) clean up, remove, treat or in any other way
deal with Hazardous Substances in the environment; (ii) prevent any release of
Hazardous Substances where such release would violate any Environmental Laws or
would endanger or threaten to endanger public health or welfare or the
environment; or (iii) perform remedial studies, investigations, restoration and
post-remedial studies, investigations and monitoring on, about or in connection
with any of the Owned Properties, the Leased Properties or other Assets of the
Borrower and its Subsidiaries.

                  "Required Lenders" means, at any time, Lenders whose
Commitments, taken together, are greater than 66 2/3% of the aggregate amount
of the Commitments.

                  "Restricted Subsidiary" means each Guarantor and, until the
Non-Recourse Date, Marsol.

                  "S&P" means Standard & Poor's Rating Service, and any
successor thereof.

                  "Sale-Leaseback Transaction" means, with respect to any
Person, any direct or indirect arrangement entered into from the date hereof
pursuant to which such Person or subsidiary of such Person transfers or causes
the transfer of property to another Person and leases it back from such Person
as a Capitalized Lease Obligation.

                  "Security" means, at any time, the Liens in favour of the
Administrative Agent or the Lender Parties, or both, in the assets and
properties of the Borrower and its Subsidiaries securing their obligations
under this Agreement and the other Credit Documents.

                  "Security Documents" means, collectively, the agreements
described in Schedule 8 and any other security granted to the Administrative
Agent or the Lender Parties, or both, as security for the obligations of the
Borrower, each Subsidiary of the Borrower, or any other Person, as the case may
be, under this Agreement and the other Credit Documents, as the same have been
or may at any time and from time to time hereafter be amended, restated,
supplemented, otherwise modified or replaced.

                  "Senior Secured Debt" of any Person means, at any time, (i)
Debt outstanding under the Credit Facilities, and (ii) Debt referred to in
Section 8.02(a)(ii).

                  "Senior Subordinated Notes" means the 9 5/8% Senior
Subordinated Notes of the Borrower issued pursuant to the Senior Subordinated
Note Indenture.


                                     CA-28
<PAGE>

                  "Senior Subordinated Note Indenture" means the indenture
dated as of June 30, 1998, between the Borrower, as issuer, and the Senior
Subordinated Note Trustee.

                  "Senior Subordinated Note Trustee" means The Bank of Nova
Scotia Trust Company of New York.

                  "Solidary Claim" has the meaning specified in Section
10.04(2).

                  "Stablex" means Stablex Canada Inc., a wholly-owned
subsidiary of Seaway TLC Inc.

                  "Subject Properties" means, collectively, the Owned
Properties and the Leased Properties.

                  "Subsidiary" means, at any time, as to any Person, any
corporation, limited partnership or other Person, if at such time the first
mentioned Person owns, directly or indirectly, securities or other ownership
interests in such corporation, limited partnership or other Person, having
ordinary voting power to elect a majority of the board of directors or persons
performing similar functions for such corporation, limited partnership or other
Person.

                  "Syncrude Financing" means the financing in the maximum
principal amount of Cdn. $40,000,000 made available to Marsol by First Treasury
Financial Inc. pursuant to the First Treasury Loan Agreement.

                  "Syncrude Guarantee" means the guarantee of the Borrower in
favour of First Treasury Financial Inc. in respect of the Syncrude Financing.

                  "Supplement" has the meaning specified in Section 11.12.

                  "Taxes" has the meaning specified in Section 12.07(1).

                  "Term Advance" has the meaning specified in the definition of
"Advances".

                  "Term Facilities" means, collectively, the Tranche A Credit
Facility and the Tranche B Credit Facility.

                  "Term Lenders" means, collectively, the Tranche A Lenders and
the Tranche B Lenders.

                  "Term of this Agreement" means the period from and including
the date hereof to and including the date when all obligations under the Credit
Facilities have been paid in full and all Commitments thereunder have been
cancelled.

                  "Total Debt Ratio" means, at any time, the ratio of
Consolidated Debt to Consolidated EBITDA of the Borrower and its Restricted
Subsidiaries, calculated in the manner prescribed in Section 8.03(1)(b) and as
set forth on the most recent Compliance Certificate delivered to the Lenders
pursuant to Section 8.01(a).

                  "Tranche A Commitment" has the meaning specified in the
definition of "Commitment".

                                     CA-29
<PAGE>

                  "Tranche A Credit Facility" means the term credit facility in
the maximum principal amount of Cdn. $70,000,000 made available to the Borrower
in accordance with Article 2 for the purposes specified in Section 2.03(2).

                  "Tranche A Lenders" means, collectively, the financial
institutions set forth on the signature pages hereof as Lenders with Lender's
Tranche A Commitments (and any Assigner thereof upon such Assignee executing
and delivering an assignment and assumption agreement referred to in Section
12.08(5) to the Borrower and the Administrative Agent) and in the singular any
one of such Lenders.

                  "Tranche B Commitment" has the meaning specified in the
definition of "Commitment".

                  "Tranche B Credit Facility" means the term credit facility in
the maximum principal amount of Cdn. $10,000,000 made available to the Borrower
in accordance with Article 2 for the purposes specified in Section 2.03(3).

                  "Tranche B Lenders" means, collectively, the financial
institutions set forth on the signature pages hereof as Lenders with Lender's
Tranche B Commitments (and any Assigner thereof upon such Assignee executing
and delivering an assignment and assumption agreement referred to in Section
12.08(5) to the Borrower and the Administrative Agent) and in the singular any
one of such Lenders.

                  "Type" has the meaning specified in the definition of
"Advances".

                  "U.S. Dollar Advance" has the meaning specified in the
definition of "Advances".

                  "U.S. Dollars" and "U.S. $" means lawful money of the United
States of America.

                  "Welfare Plan" means any life, health, medical, dental,
hospitalization, disability, travel, accident, accidental health and
dismemberment insurance, share purchase or other similar employee benefit or
welfare plan, agreement or arrangement other than a Pension Plan applicable to
any employee of the Borrower, Marsol or any Guarantor.

                  "Working Capital" means Consolidated Current Assets less
Consolidated Current Liabilities.

Section 1.02      Gender and Number

                  Any reference in the Credit Documents to gender includes all
genders, and words importing the singular number only include the plural and
vice versa.

Section 1.03      Interpretation not Affected by Headings, etc.

                  The provisions of a Table of Contents, the division of this
Agreement into Articles and Sections and the insertion of headings are for
convenience of reference only and shall not affect the interpretation of this
Agreement.

Section 1.04      Currency

                  All references in the Credit Documents to dollars, unless
otherwise specifically indicated, are expressed in Canadian currency.


                                     CA-30
<PAGE>

Section 1.05      Certain Phrases, etc.

                  In any Credit Document (i) (y) the words "including" and
"includes" mean "including (or includes) without limitation" and (z) the phrase
"the aggregate of'", "the total of", "the sum of", or a phrase of similar
meaning means "the aggregate (or total or sum), without duplication, of"; (ii)
in the computation of periods of time from a specified date to a later
specified date, unless otherwise expressly stated, the word "from" means "from
and including" and the words "to" and "until" each mean "to but excluding";
(iii) the term "security interest" shall include a hypothec; and (iv) the term
"solidary" and "solidarily" as used herein shall read and interpreted in
accordance with the Civil Code of Quebec.

Section 1.06      Accounting Terms and Calculations

                  All accounting terms not specifically defined in this
Agreement shall be interpreted in accordance with GAAP. The financial
statements to be delivered to the Administrative Agent pursuant to this
Agreement shall be prepared in accordance with GAAP in effect from time to time
and all calculations made to determine the Borrower's compliance with the
financial covenants in Section 8.03 shall be made on the basis of GAAP in
effect from time to time.

Section 1.07      Rateable Portion of Accommodations

                  References in this Agreement to a Lender's rateable portion
of Advances, Drawings, Drafts and Bankers' Acceptances or rateable share of
payments of principal, interest, Fees or any other amount, shall mean and refer
to a rateable portion or share as nearly as may be rateable in the
circumstances, as determined in good faith by the Administrative Agent. Each
such determination by the Administrative Agent shall be prima facie evidence of
such rateable share.

Section 1.08      Incorporation of Schedules

                  The schedules attached to this Agreement shall, for all
purposes of this Agreement, form an integral part of it.

Section 1.09      Conflict

                  The provisions of this Agreement prevail in the event of any
conflict or inconsistency between its provisions and the provisions of any of
the other Credit Documents.

Section 1.10      References in Credit Documents

                  In any of the Credit Documents (i) a reference to a specified
agreement, instrument or other document shall be construed as a reference to
such agreement, instrument or other document as it may be amended, varied,
supplemented, restated or replaced from time to time (subject to any
restrictions on such amendments, variations, supplements, restatements or
replacements set forth herein); (ii) a reference to a Person shall include its
successors and permitted assigns; and (iii) a reference to any law or
regulation shall, unless otherwise specified, refer to such law or regulation
as amended, modified or supplemented from time to time.

Section 1.11      Designated Senior Indebtedness

                  The parties hereto acknowledge and agree that the Credit
Facilities, the Commitments, any Accommodations, any obligations of the
Borrower hereunder, any obligations owing by the Borrower under any Eligible

                                     CA-31
<PAGE>

Hedging Agreement and any obligations owing by the Borrower under any Cash
Management Agreement constitute Designated Senior Indebtedness under the Senior
Subordinated Note Indenture.

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


                                     CA-32
<PAGE>


                                   ARTICLE 2
                               CREDIT FACILITIES

Section 2.01      Availability

                  (1) Each Operating Lender severally agrees, on the terms and
subject to the conditions of this Agreement, to make Accommodations (other than
the issue of Documentary Credits) rateably to the Borrower in a maximum amount
equal to the lesser of (A) such Lender's Operating Commitment, and (B) such
Lender's rateable share of an amount equal to the Borrowing Base. Each Tranche
A Lender severally agrees, on the terms and subject to the conditions of this
Agreement, to make Accommodations (other than the issue of Documentary Credits)
rateably to the Borrower in accordance with its Lender's Tranche A Commitment.
Each Tranche B Lender severally agrees, on the terms and subject to the
conditions of this Agreement, to make Accommodations (other than the issue of
Documentary Credits) rateably to the Borrower in accordance with its Lender's
Tranche B Commitment. The Documentary Credit Lender agrees, on the terms and
subject to the conditions of this Agreement, to make Documentary Credits
available to the Borrower in accordance with its Documentary Credit Lender's
Commitment.

                  (2) Accommodations under the Operating Facility shall be made
available to the Borrower as Canadian Prime Rate Advances, Base Rate (Canada)
Advances and Eurodollar Rate Advances pursuant to Article 3 and Drawings
pursuant to Article 4. Accommodations under the Operating Facility shall also
be made available to the Borrower as Canadian Dollar or U.S. Dollar denominated
Documentary Credits, by the Documentary Credit Lender only pursuant to Article
5. Accommodations under the Term Facilities shall be made available to the
Borrower as Canadian Prime Rate Advances, Base Rate (Canada) Advances and
Eurodollar Rate Advances pursuant to Article 3 and Drawings pursuant to Article
4.

                  (3) The failure of any Lender to make an Accommodation shall
not relieve any other Lender of its obligations, if any, in connection with any
such Accommodation requested from that other Lender but no Lender shall be
responsible for any other Lender's failure in respect of such Accommodation.

                  (4) The Administrative Agent shall give each applicable
Lender prompt notice of any Accommodation Notice in respect of the Operating
Facility, the Tranche A Credit Facility or the Tranche B Credit Facility, as
applicable, received from the Borrower and of each such Lender's rateable
portion of any resulting Accommodation.

Section 2.02      Commitments and Facility Limits

                  (1) The Accommodations Outstanding under the Operating
Facility to (i) all Operating Lenders, shall not at any time exceed the lesser
of (A) the Operating Commitment, and (B) the Borrowing Base (the "Operating
Availability Limit") ; and (ii) each Operating Lender, shall not at any time
exceed such Lender's rateable share of the Operating Availability Limit.. The
Accommodations Outstanding under the Tranche A Credit Facility to (i) all
Tranche A Lenders, shall not at any time exceed the Tranche A Commitment; and
(ii) each Tranche A Lender, shall not at any time exceed such Lender's Tranche
A Commitment The Accommodations Outstanding under the Tranche B Credit Facility
to (i) all Tranche B Lenders, shall not at any time exceed the Tranche B
Commitment and (ii) each Tranche B Lender, shall not at any time exceed such
Lender's Tranche B Commitment. The aggregate Face Amount of all Documentary
Credits outstanding to the Documentary Credit Lender shall not at any time
exceed the Documentary Credit Lender's Commitment.


                                     CA-33
<PAGE>

                  (2) The Operating Facility shall revolve and no payment under
the Operating Facility shall reduce the Operating Commitment or the Lender's
Operating Commitment. The Term Facilities shall not revolve and any amount
repaid or prepaid, as the case may be, under the Term Facilities cannot be
reborrowed and the Tranche A Commitment and Tranche B Commitment, as the case
may be, (and each Lender's Tranche A Commitment and each Lender's Tranche B
Commitment, rateably) shall be reduced by the amount repaid or prepaid, as the
case may be.

                  (3) Accommodations under the Tranche A Credit Facility shall
be made available in a single drawing by the Borrower on the Closing Date. The
unused portion of the Tranche A Commitment shall be permanently cancelled on
the date immediately following the Closing Date and the Tranche A Commitment
shall be permanently reduced by the amount by which the Accommodations
Outstanding under the Tranche A Credit Facility on such date are less than the
Tranche A Commitment.

                  (4) Accommodations under the Tranche B Credit Facility shall
be made available by way of multiple drawings from time to time until the date
which is one year from the Closing Date. The unused portion of the Tranche B
Commitment shall be permanently cancelled on the first Business Day after the
first anniversary of the Closing Date and the Tranche B Commitment shall be
permanently reduced by the amount by which the Accommodations Outstanding under
the Tranche B Credit Facility on such date are less than the Tranche B
Commitment on such date.

                  (5) A conversion from one Type of Accommodation or Advance to
another Type of Accommodation or Advance shall not constitute a novation,
repayment or prepayment.

Section 2.03      Use of Proceeds

                  (1) The Borrower shall use the proceeds of Accommodations
under the Operating Facility for general corporate purposes.

                  (2) The Borrower shall use the proceeds of Accommodations
under the Tranche A Credit Facility to fund the Acquisition and any fees and
expenses associated with the Acquisition.

                  (3) The Borrower shall use the proceeds of Accommodations
under the Tranche B Credit Facility for general corporate purposes.

Section 2.04      Mandatory Scheduled Repayments

                  (1) The Borrower shall repay (subject to Section 9.01) the
Accommodations Outstanding under the Operating Facility and the Commitments
thereunder shall be permanently cancelled, on the Relevant Repayment Date in
respect of the Operating Facility, together with all accrued interest and Fees
and all other amounts payable to the applicable Lenders in connection
therewith.

                  (2) The Borrower shall repay (subject to Section 2.05 and
Section 9.01) the Accommodations Outstanding under the Term Facilities in the
following amounts (expressed in Canadian Dollars) and on the following dates:


                                     CA-34
<PAGE>

                   Date                                          Amount
                   ----                                          ------

                   September 30, 2007                            $6,670,000
                   December 31, 2007                             $6,670,000
                   March 31, 2008                                $6,670,000
                   June 15, 2008                                 the remainder


Section 2.05      Mandatory Prepayments

                  (1) If, on the first Business Day of each month, the
Accommodations Outstanding under the Operating facility exceed 100% of the
Operating Availability Limit, the Borrower shall, on the third Business Day
following such day, (i) repay Floating Rate Advances outstanding under the
Operating Facility; or (ii) pay an amount to the Administrative Agent, and
irrevocably authorize and direct the Administrative Agent to apply such payment
to Eurodollar Rate Advances or as a repayment of the Borrower's reimbursement
obligation in respect of Drawings, on the next maturity date for such
Eurodollar Rate Advance or Drawing, as the case may be, such that the
Accommodations Outstanding under the Operating Facility, after giving effect
thereto, do not exceed the Operating Availability Limit.

                  (2) If, on the first Business Day of each month, the
Accommodations Outstanding under the Tranche A Credit Facility or the Tranche B
Credit Facility, as the case may be, exceed 102% of the Commitments thereunder,
the Borrower shall, on the third Business Day following such day, (i) repay
Floating Rate Advances outstanding under such Credit Facility; or (ii) pay an
amount to the Administrative Agent, and irrevocably authorize and direct the
Administrative Agent to apply such payment to Eurodollar Rate Advances or as a
repayment of the Borrower's reimbursement obligation in respect of Drawings, on
the next maturity date for such Eurodollar Rate Advance or Drawing, as the case
may be, such that the Accommodations Outstanding under such Credit Facility,
after giving effect thereto, do not exceed the Commitment thereunder.

                  (3) An amount equal to the Net Proceeds from any Disposition
of any Assets in excess of Cdn. $3,000,000 (or the Equivalent U.S. $ Amount of
equivalent amount in any other currency) (whether individually or in aggregate)
by the Borrower, Marsol or any Guarantor (other than the Net Proceeds from any
dispositions pursuant to clause (i) of the definition of Permitted
Dispositions) shall be applied, within 5 Business Days of receipt thereof,
rateably to the prepayment of Accommodations Outstanding under the Term
Facilities.

                  (4) An amount equal to the Net Proceeds of (i) any Debt
(other than the incurrence of Refinancing Debt to refinance the Debt described
in clause (iii) of the definition of Permitted Debt) created or incurred by the
Borrower or any Guarantor, and (ii) any issuance of securities, units,
convertible debt or similar equity instruments by the Borrower, Marsol or any
Guarantor (other than a rights offering by the Borrower of up to
Cdn.$30,000,000 to partially finance the Montreal Expansion), in either case in
excess of Cdn. $3,000,000 (or the Equivalent U.S. $ Amount or the equivalent
amount in any other currency), shall be applied rateably to the prepayment of
the Accommodations Outstanding under the Term Facilities.

Section 2.06      Optional Prepayments/Repayments and Reductions of Commitments

                  Subject to the next following sentence, the Borrower may,
subject to the provisions of this Agreement, prepay (which term applies to a
payment in respect of the Term Facilities made earlier than required) or repay
(which term applies to a payment by the Borrower in respect of the Operating



                                     CA-35
<PAGE>

Facility made earlier than required) rateably, without penalty or bonus,
Accommodations Outstanding under the Operating Facility or the Term Facilities
which are advanced to it or reduce the Commitment thereunder, in each case in
whole or rateably in part upon the number of Business Days' notice to the
Administrative Agent specified in Schedule 5 by a notice stating the proposed
date and aggregate principal amount of the prepayment, repayment or reduction.
In each such case, the Borrower shall pay to the Administrative Agent in
accordance with such notice the amount of such prepayment, repayment or the
amount, if any, by which the Accommodations Outstanding under the applicable
Credit Facility exceed the proposed reduced Commitment. Each partial
prepayment, repayment or reduction shall be in an aggregate principal amount of
(i) in respect of the Term Facilities, Cdn. $5,000,000 (or the Equivalent U.S.
$ Amount) and integral multiples of Cdn. $1,000,000 (or the Equivalent U.S. $
Amount); and (ii) in respect of the Operating Facility, Cdn. $250,000 (or the
Equivalent U.S. $ Amount) and integral multiples of Cdn. $250,000 (or the
Equivalent U.S. $ Amount). Amounts prepaid or repaid, as the case may be, in
respect of Drawings prior to the maturity date thereof shall be deposited with
the Administrative Agent and shall be applied by the Administrative Agent to
the repayment obligations of the Borrower in respect of such Drawing on the
next maturity date thereof. Any prepayment of Accommodations Outstanding under
the Term Facilities pursuant to this Section 2.06 shall permanently reduce the
Commitment thereunder by the amount of such prepayment.

Section 2.07      Fees

                  (1) The Borrower shall pay to the Administrative Agent for
the account of the Operating Lenders a commitment fee in respect of the
Operating Facility calculated by multiplying (i) the unused and uncancelled
amount of the Operating Commitment, by (ii) the Applicable Commitment Fee,
calculated daily (commencing on the date hereof) and payable in arrears on the
first Business Day following the end of each Financial Quarter and on the date
of termination of the Operating Facility.

                  (2) The Borrower shall pay to the Administrative Agent for
the account of the Tranche B Lenders a commitment fee in respect of the Tranche
B Credit Facility calculated by multiplying (i) the unused and uncancelled
amount of the Tranche B Commitment, by (ii) the Applicable Commitment Fee,
calculated daily and payable in arrears on the first Business Day following the
end of each Financial Quarter and on the first anniversary of the Closing Date.

                  (3) The Borrower shall pay to the Administrative Agent for
its own account the administrative fee in the amount and in the manner agreed
to in the Fee Letter.

Section 2.08      Payments under this Agreement

                  (1) Unless otherwise expressly provided in this Agreement,
the Borrower shall (i) make any payment required to be made by it to the
Administrative Agent for its own account or the account of any other Lender in
the currency of the Accommodations Outstanding in respect of which such
repayment is being made by depositing the amount of the payment in the relevant
currency to the Borrower's Account not later than 10:00 a.m. (Toronto time) on
the date the payment is due; and (ii) provide to the Administrative Agent, upon
the number of Business Days' notice specified in Schedule 5, a notice of
repayment which shall be irrevocable and binding on the Borrower and shall
specify (y) the date of repayment, and (z) the Type and amount of Accommodation
to be repaid. The Administrative Agent shall distribute to each applicable
Lender, promptly on the date of receipt by the Administrative Agent of any
payment, an amount equal to the amount then due each applicable Lender. If the
distribution is not made on that date, the Administrative Agent shall pay
interest on the amount for each day, from the date the amount is received by

                                     CA-36
<PAGE>

the Administrative Agent until the date of distribution, at the prevailing
interbank rate for late payments. Any amount received by the Administrative
Agent for the account of the Lenders shall be held in trust for their benefit
until a distribution.

                  (2) Unless otherwise expressly provided in this Agreement,
the Administrative Agent shall make Accommodations and other payments to the
Borrower under this Agreement by crediting the Borrower's Account (or causing
the Borrower's Account to be credited) with the amount of the payment in the
relevant currency not later than 3:00 p.m. (Toronto time) on the date the
payment is to be made.

                  (3) The Borrower hereby authorizes each Lender, if and to the
extent payment owed to such Lender by the Borrower is not made to the
Administrative Agent when due, to charge from time to time any due amount
against any or all of the Borrower's accounts with the Lender.

Section 2.09      Application of Payments and Prepayments

                  (1) Each prepayment pursuant to Sections 2.05(3), 2.05(4) and
2.06 shall, subject as provided in the next following sentence (i) be applied
to the payment of any Floating Rate Advances outstanding under the relevant
Credit Facility; and (ii) the balance, if any, shall be held by the
Administrative Agent and be applied to the repayment of Eurodollar Rate
Advances outstanding under the relevant Credit Facility or the Borrower's
reimbursement obligation in respect of Drawings under the relevant Credit
Facility on the next maturity date for such Eurodollar Rate Advance or Drawing,
as the case may be. Each prepayment pursuant to Sections 2.05(3), 2.05(4) and
2.06 shall, if applicable to the Tranche A Credit Facility, be applied to the
payments of Accommodations Outstanding under the Tranche A Credit Facility
rateably to the remaining scheduled amortization payments as specified in
Section 2.04(2).

                  (2) All amounts received by the Administrative Agent from or
on behalf of the Borrower in respect of a Credit Facility or in respect of a
Credit Document and not previously applied pursuant to this Agreement shall be
applied by the Administrative Agent as follows (i) first, in reduction of the
Borrower's obligation to pay any unpaid interest and any Fees which are due and
owing under such Credit Facility; (ii) second, in reduction of the Borrower's
obligation to pay any Claims or Losses referred to in Section 12.06; (iii)
third, in reduction on a pari passu basis of the Borrower's obligation to pay
(x) any amounts due and owing on account of any unpaid principal amount of
Advances which is due and owing under such Credit Facility (y) any other unpaid
Accommodations Outstanding which are due and owing under such Credit Facility,
and (z) after the Administrative Agent has declared all amounts owing under
this Agreement to be immediately due and payable pursuant to Section 9.01, any
amount due and owing under any Eligible Hedging Agreements and any amount due
and owing under any Cash Management Agreements up to an aggregate maximum
amount of Cdn. $2,000,000; (iv) fourth, in reduction of any other obligation of
the Borrower under this Agreement and the other Credit Documents (including,
prior to the Administrative Agent declaring all amounts owing under this
Agreement to be immediately due and payable pursuant to Section 9.01, any
obligation due and owing under any Eligible Hedging Agreements); and (v) fifth,
to the Borrower or such other Persons as may lawfully be entitled to or
directed to receive the remainder.

Section 2.10      Computations of Interest and Fees

                  (1) All computations of interest shall be made by the
Administrative Agent taking into account the actual number of days (including
the first day but excluding the last day) occurring in the period for which
such interest is payable and (i) if based on the Canadian Prime Rate on the


                                     CA-37
<PAGE>

basis of a year of 365 or 366 days, as the case may be; or (ii) if based on the
Eurodollar Rate or the Base Rate (Canada), on the basis of a year of 360 days.

                  (2) All computations of Fees shall be made by the
Administrative Agent on the basis of a year of 365 or 366 days, as the case may
be, taking into account the actual number of days (including the first day but
excluding the last day) occurring in the period for which the fees are payable.

                  (3) For purposes of the Interest Act (Canada), whenever any
interest or Fee under this Agreement is calculated using a rate based on a year
of 360 days or 365 days, as the case may be, such rate used pursuant to such
calculation, when expressed as an annual rate, is equivalent to (x) the
applicable rate based on a year of 360 days or 365 days, as the case may be,
(y) multiplied by the actual number of days in the calendar year in which the
period for which such interest or fee is payable (or compounded) ends, and (z)
divided by 360 or 365, as the case may be. The principle of deemed reinvestment
of interest does not apply to any interest calculation under this Agreement,
and the rates of interest stipulated in this Agreement are intended to be
nominal rates and not effective rates or yields.

                  (4) In the event that any provision of this Agreement or any
other Credit Document would oblige the Borrower or a Guarantor to make any
payment of interest or any other payment which is construed by a court of
competent jurisdiction to be interest in an amount or calculated at a rate
which would be prohibited by Law or would result in a receipt by the Lender of
interest at a criminal rate (as such terms are construed under the Criminal
Code (Canada), then notwithstanding such provision, such amount or rate shall
be deemed to have been adjusted nunc pro tunc to the maximum amount or rate of
interest, as the case may be, as would not be so prohibited by Law or so result
in a receipt by the Lender of interest at a criminal rate, such adjustment to
be effected, to the extent necessary as follows:

         (a) firstly, by reducing the amount or rate of interest required to be
paid under this Agreement; and

         (b) thereafter by reducing any fees, commissions, premiums and other
amounts which would constitute interest for the purposes of Section 347 of the
Criminal Code (Canada).

                  (5) If, notwithstanding the provisions of Section 2.10(4) and
after giving effect to all adjustments contemplated thereby, the Lender shall
have received an amount in excess of the maximum permitted by such clause, then
such excess shall be applied by the Administrative Agent to the rateable
reduction of the principal balance of Accommodations Outstanding and not to the
payment of interest, or if such excessive interest exceeds such principal
balance, such excess shall be refunded to the Borrower.

Section 2.11      Guarantees and Security

                  (1) As a general and continuing collateral security for the
due payment of all present and future indebtedness and liability of the
Borrower to the Administrative Agent and the Lender Parties under this
Agreement and under the other Credit Documents, there shall be provided (and
the Borrower agrees to provide or cause to be provided) to the Administrative
Agent for the rateable benefit of the Lender Parties, the Security described in
Schedule 8 and all other Security as and when required hereunder, which shall
be in form and substance and accompanied by opinions of counsel to the
Borrower, each Guarantor and any other relevant Person, in each case
satisfactory to the Administrative Agent.


                                     CA-38
<PAGE>

                  (2) The Borrower and each Guarantor will from time to time at
the Borrower's expense duly authorize, execute and deliver to the
Administrative Agent such further instruments and documents and take such
further action as the Administrative Agent may reasonably request for the
purpose of obtaining or preserving the full benefits granted or intended to be
granted to the Administrative Agent and the Lender Parties by the Security
Documents and of the rights and remedies therein granted to the Administrative
Agent, including without limitation, the filing of financing statements or
other documents under any applicable Law with respect to the Liens created
thereby. Unless prohibited by applicable Law, the Borrower authorizes the
Administrative Agent to file any such financing statement or similar documents
without the signature of the Borrower or any of its Subsidiaries, or to execute
such financing statement as attorney for the Borrower or any of its
Subsidiaries in the event that the Borrower or any of its Subsidiaries fails to
do so promptly upon request by the Administrative Agent. The Borrower
acknowledges that the Security Documents have been prepared on the basis of
applicable Law in effect on the date hereof, and that changes to applicable Law
may require the execution and delivery of different forms of documentation, and
accordingly the Administrative Agent shall have the right to require that the
Security Documents be amended, supplemented or replaced (and the Borrower shall
duly authorize, execute and deliver, and cause each Guarantor to duly
authorize, execute and deliver, to the Administrative Agent on request any such
amendment, supplement or replacement with respect to any of the Security
Documents to which the Borrower or any Guarantor is a party): (i) to reflect
any change in applicable Law, whether arising as a result of statutory
amendments, court decisions or otherwise; or (ii) to facilitate the creation
and registration of appropriate forms of security in all applicable
jurisdictions.

Section 2.12      Incremental Facility

                  (1) The parties hereto agree that the Borrower may, at any
time (provided that no Default or Event of Default has occurred and is
continuing or would result therefrom), give notice in writing to the
Administrative Agent as provided in this Section 2.12 (an "Incremental Facility
Notice") requesting the addition of a new term credit facility hereunder
("Incremental Facility"). The Incremental Facility shall be in a minimum
aggregate principal amount of Cdn. $5,000,000 (or the Equivalent U.S. $
Amount), and a maximum aggregate principal amount of Cdn. $50,000,000 (or the
Equivalent U.S. $ Amount).

                  (2) The Incremental Facility Notice shall specify, in respect
of the proposed Incremental Facility (i) one or more Lenders or, if one or more
Lenders have not indicated a willingness to commit to the Incremental Facility,
one or more other financial institutions (which shall be acceptable to the
Administrative Agent) (each, an "Incremental Lender" and, collectively, the
"Incremental Lenders") that have indicated their willingness either to the
Borrower or to the Administrative Agent to make commitments under such
Incremental Facility, (ii) such Incremental Lender's proposed commitment in
respect of such Incremental Facility (each, a "Lender's Incremental
Commitment"), and (iii) the requested amount of the proposed Incremental
Facility (which amount shall be in compliance with Section 2.12(1)). It is
understood and agreed that no Incremental Lender shall be obligated to provide
an Incremental Commitment and make advances thereunder until such Incremental
Lender has executed an Incremental Amending Agreement as provided in Section
2.12(5)and all the conditions precedent to the effectiveness of such
Incremental Amending Agreement specified in Section 2.12(6) have been
satisfied.

                  (3) The parties hereto agree that the terms and conditions of
the Incremental Facility shall be as follows:


                                     CA-39
<PAGE>

         (a) the amount of the Incremental Facility shall, subject to Section
2.12(1), be equal to the aggregate amount of each Lender's Incremental
Commitment in respect of such Incremental Facility (collectively, the
"Incremental Commitment");

         (b) accommodations under each Incremental Facility shall be made
available as Canadian Prime Rate Advances, Base Rate (Canada) Advances,
Eurodollar Rate Advances or Drawings or a combination thereof;

         (c) the Borrower shall use the proceeds of accommodations under the
Incremental Facility solely to fund Permitted Acquisitions;

         (d) the Borrower shall not, directly or indirectly, use the proceeds
of accommodations under the Incremental Facility to repay or prepay
Accommodations Outstanding under the Operating Facility or Term Facilities.

         (e) the Incremental Facility shall not revolve and any amount repaid
or prepaid thereunder shall not be reborrowed and shall permanently reduce the
Incremental Commitment under the Incremental Facility by the amount repaid or
prepaid, as the case may be;

         (f) the accommodations outstanding under the Incremental Facility
shall have a final maturity date that is no earlier than the Relevant Repayment
Date in respect of the Credit Facilities;

         (g) the interest payable on a type of advance under the Incremental
Facility (the "Applicable Incremental Rate") shall be no greater than the
interest payable on the same type of advance under the Term Facilities pursuant
to the provisions of this Agreement at the relevant time (the "Applicable Term
Rate"); notwithstanding the foregoing, the Applicable Incremental Rate may
exceed the Applicable Term Rate immediately prior to the effectiveness of the
applicable Incremental Amending Agreement, provided, however, that the
Applicable Term Rate shall be adjusted automatically to be equal to the
Applicable Incremental Rate with such adjustment to take effect upon the
effectiveness of the applicable Incremental Amending Agreement;

         (h) the Administrative Agent shall give each Term Lender prompt
written notice of any adjustment to the Applicable Term Rate made pursuant to
Section 2.12(3)(g);

         (i) the Incremental Facility shall rank pari passu in right of payment
and of security with the Operating Facility, the Term Facilities and the
obligations pursuant to the Eligible Hedging Agreements, if any;

         (j) the Incremental Facility shall be treated substantially the same
as (and in any event no more favourable than) the Term Facilities (including in
respect of mandatory prepayments and optional repayments or prepayments and
covenants) and shall have an amortization schedule which is not more favourable
to the Incremental Lenders participating in such Incremental Facility than the
amortization schedule applicable to the Term Facilities pursuant to Section
2.04(2) and the final maturity date shall be no earlier than the Relevant
Repayment Date in respect of the Credit Facilities;

         (k) the terms and conditions of the Incremental Facility (including
with respect to maturity, amortization and mandatory prepayments) shall to the
extent possible be structured to avoid the risk that interest payments thereon
would be subject to any withholding tax (it being understood that any payments
of interest made to "authorized foreign banks" will be subject to gross-up and
indemnity provisions contained in Section 12.07); and


                                     CA-40
<PAGE>

         (l) such other terms and conditions agreed to by the Borrower, the
Incremental Lenders and the Administrative Agent, which terms and conditions
shall not, taken as a whole, in any event, subject to Section 2.12(4), be more
onerous or more extensive than the terms and conditions set out in this
Agreement.

                  (4) In the event that the terms and conditions of the
Incremental Facility are more favourable to the Incremental Lender than the
terms and conditions of the Operating Facility and the Term Facilities, the
terms and conditions of the Operating Facility and the Term Facilities may be
amended with the written consent of the Required Lenders to reflect the more
favourable terms. The Borrower's consent will not be required to effect any
such amendments.

                  (5) The parties hereto agree that in order to establish an
Incremental Facility, an amending agreement to this Agreement in form and
substance satisfactory to the Administrative Agent (an "Incremental Amending
Agreement") shall be executed by the Borrower, the Incremental Lenders and the
Administrative Agent and, without the consent of any other Lender Parties,
shall effect such amendments to this Agreement and to the other Credit
Documents as may be necessary or desirable, in the opinion of the
Administrative Agent, to establish such Incremental Facility in accordance with
the provisions of this Section 2.12. An Incremental Amending Agreement shall:

         (a) contain the terms and conditions of the Incremental Facility as
set forth in Section 2.12(3);

         (b) provide that, for the purposes of this Agreement and the other
Credit Documents (i) the Incremental Lenders shall be included in the
definition of "Lenders", (ii) the applicable Incremental Commitment shall be
included in the definition of "Commitment", and (iii) the Incremental Facility
shall be included in the definition of "Credit Facilities";

         (c) provide that the Administrative Agent shall hold the Security for
the rateable benefit of the Lender Parties and the applicable Incremental
Lenders; and

         (d) contain such other provisions as the Administrative Agent may
consider necessary or desirable to establish the Incremental Facility in
accordance with the provisions of this Section 2.12.

                  (6) The effectiveness of an Incremental Amending Agreement
shall be subject to the conditions precedent that (i) the Administrative Agent
shall have received a duly executed and delivered Incremental Amending
Agreement in relation to the Incremental Facility, (ii) the Borrower and the
Guarantors shall have executed and delivered confirmation of security
agreements in form and substance satisfactory to the Administrative Agent and
shall have provided such other documentation and opinions as the Administrative
Agent may consider necessary or desirable to establish the Incremental Facility
and to ensure that the Security shall be held by the Administrative Agent for
the rateable benefit of the Lenders and the Incremental Lenders; (iii) the
Administrative Agent and Incremental Lenders shall have received satisfactory
legal opinions from counsel to the Borrower in respect of any Incremental
Amending Agreements, amendments to this Agreement and any other Credit
Documents; (iv) the representations and warranties contained in Article 7 shall
be true and correct; and (v) no Default or Event of Default shall have occurred
and be continuing at the time that the Incremental Facility is established and
after giving effect to any advances to be made thereunder. The Administrative
Agent shall deliver an executed copy of any Incremental Amending Agreement to
all Lenders within five Business Days of receiving same.

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


                                     CA-41
<PAGE>

                                   ARTICLE 3
                                   ADVANCES

Section 3.01      The Advances

                  (1) Each Operating Lender severally, and not jointly and
severally, agrees on the terms and conditions of this Agreement and in
accordance with the applicable Borrowing Notice, to make Advances to the
Borrower under the Operating Facility, from time to time on any Business Day
prior to the Relevant Repayment Date in respect of the Operating Facility. Each
Tranche A Lender severally, and not jointly and severally, agrees on the terms
and conditions of this Agreement and in accordance with the applicable
Borrowing Notice, to make Advances to the Borrower under the Tranche A Credit
Facility on the Closing Date as provided in Section 2.02(3). Each Tranche B
Lender severally, and not jointly and severally, agrees on the terms and
subject to the conditions of this Agreement and in accordance with the
applicable Borrowing Notice, to make Advances under the Tranche B Credit
Facility from time to time on any Business Day prior to the first anniversary
of the Closing Date as provided in Section 2.02(4).

                  (2) Each Borrowing shall be in the aggregate minimum amount
and in an integral multiple of the amount set forth in Schedule 5. Each
Borrowing shall be made to the applicable Borrower on the same day rateably by
the relevant Lenders and in the aggregate minimum amount and in an integral
multiple of the amount set forth in Schedule 5.

Section 3.02      Procedure for Borrowing

                  Each Borrowing shall be made on the number of days prior
notice as specified in Schedule 5, given not later than 10:00 a.m. (Toronto
time) by the Borrower to the Administrative Agent. Each notice of a Borrowing
(a "Borrowing Notice") shall be in substantially the form of Schedule 1, shall
be irrevocable and binding on the Borrower and shall specify (i) the requested
date of the Borrowing; (ii) the Type of Advances comprising the Borrowing;
(iii) the aggregate amount of the Borrowing; (iv) in the case of a Eurodollar
Rate Advance, the initial Eurodollar Interest Period; and (v) the purpose for
which the proceeds of the Borrowing will be used. The Borrower shall not select
a Eurodollar Interest Period which is after the Relevant Repayment Date in
respect of the Credit Facility under which a Eurodollar Rate Advance is
requested. Upon receipt by the Administrative Agent of funds from the
applicable Lenders and fulfilment of the applicable conditions set forth in
Article 6, the Administrative Agent will make such funds available to the
Borrower in accordance with Article 2.

Section 3.03      Conversions and Elections Regarding Advances

                  (1) Each Advance shall initially be the Type of Advance
specified in the applicable Borrowing Notice and shall bear interest at the
rate applicable to that Type of Advance until (i) in the case of a Eurodollar
Rate Advance, the end of the initial Eurodollar Interest Period specified in
the Borrowing Notice; (ii) in the case of a Floating Rate Advance, the date on
which the Advance is repaid in full or is changed to another Type of Advance
pursuant to Section 3.02; or (iii) in the case of any Advance, it is converted
to another Type of Accommodation pursuant to Section 3.03(2).

                  (2) Subject to the next sentence, the Borrower may elect to
(i) change the methodology for calculating interest in respect of any Advance
by changing any Advance made to it to another Type of Advance available to it
hereunder in accordance with Section 3.03(3) or convert an Advance made to it
to another Type of Accommodation available to it hereunder (other than a


                                     CA-42
<PAGE>

Documentary Credit) upon the number of days notice specified in Schedule 5 (y)
in the case of a Floating Rate Advance, as of any Business Day, and (z) in the
case of a Eurodollar Advance, as of the last day of the Eurodollar Interest
Period applicable to the Eurodollar Rate Advance; and (ii) continue any
Eurodollar Rate Advance for a further Eurodollar Interest Period beginning on
the last day of the then current Eurodollar Interest Period in accordance with
Section 3.03(3). The Borrower may not elect to change or convert a Canadian
Dollar Advance to a U.S. Dollar Advance or a U.S. Dollar Advance to a Canadian
Dollar Advance.

                  (3) Each election to change from one Type of Advance to
another Type of Advance or to continue a Eurodollar Rate Advance for a further
Eurodollar Interest Period shall be made on the number of days prior notice
specified in Schedule 5 given, in each case, not later than 10:00 a.m. (Toronto
time) by the Borrower to the Administrative Agent. Each such notice (an
"Election Notice") shall be given substantially in the form of Schedule 2 and
shall be irrevocable and binding upon the Borrower. If the Borrower fails to
deliver an Election Notice to the Administrative Agent for any Eurodollar Rate
Advance as provided in this Section 3.03(3), the Eurodollar Rate Advance shall
be converted (as of the last day of the applicable Eurodollar Interest Period)
to and be outstanding as a Base Rate (Canada) Advance. The Borrower shall not
select a Eurodollar Interest Period which conflicts with the definition of
Eurodollar Interest Period in Section 1.01 or with the repayment schedule in
Section 2.04.

Section 3.04      Circumstances Requiring Prime Rate Pricing

                  If a Lender determines in good faith and notifies the
Borrower and the Administrative Agent that (i) by reason of circumstances
affecting financial markets generally, deposits of U.S. Dollars are unavailable
to such Lender; (ii) adequate and fair means do not exist for ascertaining the
applicable interest rate on the basis provided in the definition of Eurodollar
Rate; (iii) the making or continuation of any U.S. Dollar Advances or
obligation of such Lender has been made impracticable or unlawful (x) by the
occurrence of a contingency (other than a mere increase in rates payable by
such Lender to fund the Advances) which adversely affects the funding of the
applicable Credit Facility at any interest rate computed on the basis of the
Eurodollar Rate, or (y) by reason of a change since the date of this Agreement
in any applicable Law, rule, regulation, order, treaty or official direction,
or in the interpretation thereof by any Governmental Entity (whether or not
having the force of law) which affects such Lender or any relevant financial
market and which results in the Eurodollar Rate no longer representing the
effective cost to the Lenders of deposits in the market, then,

         (a) the right of the Borrower to select any affected Type of Advance
from such Lender shall be suspended until such Lender determines that the
circumstances causing the suspension no longer exist and such Lender so
notifies the Administrative Agent;

         (b) if any affected Type of Advance is not yet outstanding, any
applicable Accommodation Notice requesting any affected Type of Advance shall
be suspended until such Lender determines that the circumstances causing such
suspension no longer exist and such Lender so notifies the Administrative
Agent;

         (c) if a Eurodollar Rate Advance is already outstanding at any time
when the right of the Borrower to select Eurodollar Rate Advances is suspended,
it and all other Eurodollar Rate Advances in the same Borrowing shall become
Base Rate (Canada) Advances on the last day of the then current Eurodollar
Interest Period (or on such earlier date as may be required to comply with any
applicable Law, rule, regulation, judgment or order) or, if the Borrower does
not have the right to select Base Rate (Canada) Advances at such time, the
Eurodollar Rate Advance shall become a Canadian Prime Rate Advance on the last

                                     CA-43
<PAGE>

day of the then current Eurodollar Interest Period applicable to it (or on such
earlier date as may be required to comply with any applicable Law, rule,
regulation, judgment or order) in a principal amount equal to the Equivalent
Cdn. $ Amount of the Eurodollar Rate Advance determined on the date on which
the Advance becomes denominated in Canadian Dollars; and

         (d) if any U.S. Dollar Advance is already outstanding at any time when
the right of the Borrower to select U.S. Dollar Advances is suspended, it and
all other U.S. Dollar Advances included in the same Borrowing shall become
Canadian Prime Rate Advances (i) in the case of a Eurodollar Rate Advance, on
the last day of the then current Eurodollar Interest Period (or on such earlier
date as may be required to comply with any applicable Law, rule or regulation);
and (ii) in the case of a Base Rate (Canada) Advance, immediately, in a
principal amount equal, in each case, to the Equivalent Cdn. $ Amount of the
related U.S. Dollar Advance determined on the date on which the Advance becomes
denominated in Canadian Dollars.

Section 3.05      Interest on Advances

                  (1) The Borrower shall pay interest on the unpaid principal
amount of each Advance made to it from the date of such Advance until the
principal amount of such Advance is repaid in full, at the following rates per
annum:

         (a) if and so long as the Advance is a Canadian Prime Rate Advance, at
a rate per annum equal at all times to the sum of the Canadian Prime Rate in
effect from time to time plus the Applicable Margin;

         (b) if and so long as the Advance is a Base Rate (Canada) Advance, at
a rate per annum equal at all times to the Base Rate (Canada) in effect from
time to time plus the Applicable Margin; and

         (c) if and so long as the Advance is a Eurodollar Rate Advance, at a
rate per annum equal, at all times during each Eurodollar Interest Period for
such Eurodollar Rate Advance, to the sum of the Eurodollar Rate for such
Eurodollar Interest Period plus the Applicable Margin.

                  (2) Interest on Floating Rate Advances shall be calculated
daily and payable in arrears (i) on the first Business Day of each month; and
(ii) when the Advance becomes due and payable in full, is repaid, or is
converted to another Type of Advance or Accommodation. Interest on Eurodollar
Rate Advances shall be calculated daily and payable (iii) in the case of a
Eurodollar Interest Period longer than 3 months, on the date falling three
months from the beginning of such Eurodollar Interest Period; (iv) on the last
day of the Eurodollar Interest Period; and (v) when such Advance becomes due
and payable.


                                     CA-44
<PAGE>

                  (3) Any amount of principal or interest on any Advance which
is not paid when due (whether at stated maturity, by acceleration or otherwise)
shall bear interest (both before and after judgment), from the date on which
such amount is due until such amount is paid in full, payable on demand, at a
rate per annum equal to the lesser of (A) (x) in the case of Base Rate (Canada)
Advances and Eurodollar Rate Advances, the Base Rate (Canada) in effect from
time to time plus the Applicable Margin and 2%, and (y) in the case of Canadian
Prime Rate Advances, the Canadian Prime Rate in effect from time to time plus
the Applicable Margin and 2%, and (B) in the event that the interest rate
specified in (A) is not permitted by applicable Law, (x) in the case of Base
Rate (Canada) Advances and Eurodollar Rate Advances, the Base Rate (Canada) in
effect from time to time, plus the Applicable Margin in respect of Base Rate
(Canada) Advances in effect on such date, and (y) in the case of Canadian Prime
Rate Advances, the Canadian Prime Rate in effect from time to time, plus the
Applicable Margin in respect of Canadian Prime Rate Advances in effect on such
date.

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


                                     CA-45
<PAGE>

                                   ARTICLE 4
                              BANKERS' ACCEPTANCES

Section 4.01      Acceptances and Drafts

                  (1) Each Operating Lender and Term Lender, agrees, severally
and not jointly and severally, on the terms and conditions of this Agreement
and from time to time prior to the Relevant Repayment Date in respect of the
Operating Facility or Term Facilities, as the case may be, (i) in the case of a
Lender which is willing and able to accept drafts, to create acceptances
("Bankers' Acceptances") by accepting Drafts and to purchase such Bankers'
Acceptances in accordance with Section 4.03(2); and (ii) in the case of a
Lender which is unwilling or unable to accept Drafts, to purchase completed
Drafts (which have not and will not be accepted by the Lender or any other
Lender) in accordance with Section 4.03(2).

                  (2) Each Drawing shall be in a minimum Face Amount and in an
integral multiple of the amount in Schedule 5 and shall consist of the creation
and purchase of Bankers' Acceptances or the purchase of Drafts on the same day,
in each case for the Drawing Price, effected or arranged in accordance with
Section 4.03.

                  (3) If the Administrative Agent determines in good faith,
which determination shall be final, conclusive and binding on the Borrower and
the applicable Lenders, that the Bankers' Acceptances to be created and
purchased or Drafts to be purchased on any Drawing under the applicable Credit
Facility (upon a conversion or otherwise) will not be created and purchased
rateably by the applicable Lenders in accordance with Section 4.01(2) and
Section 4.03, then the requested Face Amount of Bankers' Acceptances and Drafts
shall be increased or reduced to such greater or lesser amount as the
Administrative Agent determines will permit rateable sharing and any resulting
amount by which the requested Face Amount shall have been so reduced shall be
advanced, converted or continued, as the case may be, as (i) a Canadian Prime
Rate Advance under the Operating Facility, or (ii) a Canadian Prime Rate
Advance, a Base Rate (Canada) Advance or a Eurodollar Rate Advance under the
Term Facilities, as the case may be, to be made contemporaneously with the
Drawing.

Section 4.02      Form of Drafts

                  Each shall (i) be in a minimum amount of Cdn. $500,000 and in
an integral multiple of Cdn. $100,000; (ii) be dated the date of the Drawing;
and (iii) mature and be payable by the Borrower (in common with all other
Drafts presented in connection with such Drawing) on a Business Day which
occurs approximately 30, 60, 90 or 180 days (subject to availability) at the
election of the Borrower after the Drawing Date and on or prior to the Relevant
Repayment Date and which will not conflict with the repayment schedule set out
in Section 2.04.

Section 4.03      Procedure for Drawing

                  (1) Each Drawing shall be made on notice (a "Drawing Notice")
given by the Borrower to the Administrative Agent not later than 10:00 a.m.
(Toronto time) on the number of days notice specified in Schedule 5. Each
Drawing Notice shall be in substantially the form of Schedule 3, shall be
irrevocable and binding on the Borrower and shall specify (i) the Drawing Date;
(ii) the Credit Facility under which the Drawing is to be made; (iii) the
aggregate Face Amount of Drafts to be accepted and purchased (or purchased, as
the case may be); (iv) the contract maturity date for the Drafts; and (v) the
purpose for which the proceeds of the Drawing will be used. The Borrower shall
not request a contract maturity date for a Draft which would be after the
Relevant Repayment Date in respect of the applicable Credit Facility.


                                     CA-46
<PAGE>

                  (2) Not later than 1:00 p.m. (Toronto time) on an applicable
Drawing Date, each applicable Lender shall complete one or more Drafts in
accordance with the Drawing Notice and either (i) accept the Drafts and
purchase the Bankers' Acceptances thereby created for the Drawing Price; or
(ii) purchase such Drafts for the Drawing Price, and, in each case, pay to the
Administrative Agent the Drawing Proceeds in respect of such Bankers'
Acceptance or Draft, as the case may be. Upon receipt of the Drawing Proceeds
and upon fulfilment of the applicable conditions set forth in Article 6, the
Administrative Agent shall make funds available to the Borrower in accordance
with Article 2.

                  (3) The Borrower shall, at the request of an applicable
Lender, issue one or more non-interest bearing promissory notes (each a "BA
Equivalent Note") payable on the date of maturity of the unaccepted Draft
referred to below, in such form as such Lender may specify and in a principal
amount equal to the Face Amount of, and in exchange for, any unaccepted Drafts
which such Lender has purchased or has arranged to have purchased in accordance
with Section 4.03(2).

                  (4) Bankers' Acceptances purchased by a Lender may be held by
it for its own account until the contract maturity date or sold by it at any
time prior to that date in any relevant Canadian market in such Person's sole
discretion.

Section 4.04      Presigned Draft Forms/Power of Attorney

                  (1) To enable the applicable Lenders to create Bankers'
Acceptances or complete Drafts in the manner specified in this Article 4, the
Borrower shall supply each such Lender with such number of Drafts as it may
reasonably request, duly endorsed and executed on behalf of the Borrower. Each
such Lender will exercise such care in the custody and safekeeping of Drafts as
it would exercise in the custody and safekeeping of similar property owned by
it and will, upon request by the Borrower, promptly advise the Borrower of the
number and designations, if any, of uncompleted Drafts held by it for the
Borrower. The signature of any officer of the Borrower on a Draft may be
mechanically reproduced and BA Instruments bearing facsimile signature shall be
binding upon the Borrower as if they had been manually signed. Even if the
individuals whose manual or facsimile signature appears on any BA Instrument no
longer hold office at the date of its acceptance by such Lender or at any time
after such date, any BA Instrument so signed shall be valid and binding upon
the Borrower. No Lender shall be liable for its failure to accept a Draft as
required hereby if the cause of such failure is, in whole or in part, due to
the failure of the Borrower to provide Drafts to such Lender on a timely basis.

                  (2) The Borrower hereby irrevocably appoints each Lender as
its attorney to sign and endorse on its behalf, manually or by facsimile or
mechanical signatures any Drafts necessary to enable such Lender to make
Drawings in the manner specified in this Article 4. All Bankers' Acceptances
signed or endorsed on the Borrower's behalf by a Lender shall be binding on the
Borrower, all as if duly executed and issued by the Borrower. No Lender shall
be liable for any Claim arising by reason of any loss or improper use of any
such BA Instruments, except for Claims arising out of the fraud, gross
negligence or wilful misconduct of such Lender. Each Lender shall (i) maintain
a record with respect to any Drafts received by it from the Administrative
Agent in blank hereunder, voided by it for any reason, accepted and purchased
by it hereunder, and cancelled at their respective maturities; and (ii) retain
such records in the manner and for the statutory periods provided in the
various provincial or federal statutes and regulations which apply to such
Lender. On request by the Borrower, a Lender shall cancel all Drafts which have


                                     CA-47
<PAGE>

been pre-signed or pre-endorsed on behalf of the Borrower and which are held by
such Lender and are not required to make Drawings in accordance with this
Article 4 and shall, if so requested, return such cancelled Drafts to the
Borrower.

Section 4.05      Payment, Conversion or Renewal of BA Instruments

                  (1) Upon the maturity of a BA Instrument, the Borrower may
(i) elect to issue a replacement BA Instrument by giving a Drawing Notice in
accordance with Section 4.03(1); (ii) elect to have all or a portion of the
Face Amount of the BA Instrument converted to (i) a Canadian Prime Rate Advance
available pursuant to the Operating Facility, or (ii) a Canadian Prime Rate
Advance, a Base Rate (Canada) Advance or a Eurodollar Rate Advance available
pursuant to the Term Facilities, as the case may be, by giving a Borrowing
Notice in accordance with Section 3.02; or (iii) pay, on or before 10:00 a.m.
(Toronto time) on the maturity date for the BA Instrument, an amount in
Canadian Dollars equal to the Face Amount of the BA Instrument (notwithstanding
that a Lender may be the holder of it at maturity). Any such action under
clauses 4.05(1)(i), (ii) or (iii) shall satisfy the Borrower's obligations
under the BA Instrument to which it relates and the relevant Lender shall then
be solely responsible for the payment of the BA Instrument.

                  (2) If the Borrower fails to pay any BA Instrument when due
or issue a replacement in the Face Amount of such BA Instrument pursuant to
Section 4.05(1), the unpaid amount due and payable shall be converted to (i) a
Canadian Prime Rate Advance made by the applicable Lender(s) rateably under the
Operating Facility, or (ii) a Canadian Prime Rate Advance, a Base Rate (Canada)
Advance or a Eurodollar Rate Advance made by the applicable Lender(s) rateably
under the Term Facilities, as the case may be, and shall bear interest
calculated and payable as provided in Article 3. This conversion shall occur as
of the due date and without any necessity for the Borrower to give a Borrowing
Notice.

Section 4.06      Circumstances Making Bankers' Acceptances Unavailable

                  (1) If the Administrative Agent determines in good faith,
which determination will be final, conclusive and binding on the Borrower, and
notifies the Borrower that, by reason of circumstances affecting the money
market, there is no market for Bankers' Acceptances then,

         (a) the Borrower's right to request a Drawing shall be suspended until
the Administrative Agent determines that the circumstances causing a suspension
no longer exist and so notifies the Borrower; and

         (b) any Drawing Notice which is outstanding shall be deemed to be a
Borrowing Notice requesting a Borrowing comprised of Canadian Prime Rate
Advances, Base Rate (Canada) Advances or Eurodollar Rate Advances, as
applicable (all as if it were a Borrowing Notice given pursuant to Section
3.02).

                  (2) The Administrative Agent shall promptly notify the
Borrower and the applicable Lenders of the suspension of the Borrower's right
to request a Drawing and of the termination of any such suspension.

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

                                     CA-48
<PAGE>

                                   ARTICLE 5
                              DOCUMENTARY CREDITS

Section 5.01      Documentary Credits

                  The Documentary Credit Lender agrees, on the terms and
conditions of this Agreement and in accordance with the applicable Issue
Notice, to issue any Type of Documentary Credit under the Operating Facility
only for the account of the Borrower from time to time on any Business Day
prior to the fifth Business Day prior to the Relevant Repayment Date in respect
of the Operating Facility. The aggregate Face Amount of Documentary Credits
outstanding at any time shall not exceed the Documentary Credit Lender's
Commitment.

Section 5.02      Procedure for Issue

                  (1) Each Issue shall be made on notice (an "Issue Notice")
given by the Borrower to the Administrative Agent (who shall forthwith notify
the Documentary Credit Lender) not later than 11:00 a.m. (Toronto time) on the
number of days notice specified in Schedule 5. The Issue Notice shall be in
substantially the form of Schedule 7, shall be irrevocable and binding on the
Borrower and shall specify (i) the requested date of Issue (the "Issue Date");
(ii) the Face Amount of the Documentary Credit; (iii) the expiration date; (iv)
the name and address of the Beneficiary; (v) the Type of Documentary Credit;
and (vi) the purpose for which the proceeds of the Issue will be used. The
Borrower shall not request a maturity date for a Documentary Credit which would
be after the Relevant Repayment Date in respect of the Operating Facility.

                  (2) Not later than 11:00 a.m. (Toronto time) on the Issue
Date, and upon fulfilment of the conditions set forth in Article 6, the
Documentary Credit Lender shall issue a Documentary Credit completed in
accordance with the Issue Notice in the appropriate form and shall deliver the
Documentary Credit to or to the order of the Borrower.

                  (3) No Documentary Credit shall require that payment against
a conforming draft be made on the same Business Day upon which the draft was
presented, unless such presentation is made before 10:00 a.m. (Toronto time) on
such Business Day.

                  (4) Prior to the Issue Date, the Borrower shall provide to
the Documentary Credit Lender a precise description of the documents and the
verbatim text of any certificates to be presented by the Beneficiary which, if
presented by the Beneficiary, would require the Documentary Credit Lender to
make payment under the Documentary Credit. The Documentary Credit Lender may
require changes in any such document or certificate.

Section 5.03      Form of Documentary Credits

                  Each Documentary Credit (i) shall be dated the Issue Date;
and (ii) shall comply with the definition of Documentary Credit.


                                     CA-49
<PAGE>

Section 5.04      Reimbursements of Amounts Drawn

                  (1) At or before 10:00 a.m. (Toronto time) on the date
specified by a Beneficiary as a drawing date under a Documentary Credit,
subject to the next following sentence, the Borrower shall pay to the
Documentary Credit Lender an amount in same day funds equal to the amount to be
drawn by the Beneficiary in the currency in which the Documentary Credit is
payable (the "Amount Drawn"). To the extent that amounts are held by the
Administrative Agent in the Documentary Credit Account pursuant to Section
5.07(1) or Section 5.07(2) in respect of such Documentary Credit, the
Administrative Agent shall pay the Amount Drawn to the Documentary Credit
Lender at or before 10:00 a.m. (Toronto time) on the date specified by the
Beneficiary as a drawing under such Documentary Credit.

                  (2) If the Documentary Credit Lender is not paid an amount,
in same day funds, equal to the Amount Drawn in accordance with Section
5.04(1), then (i) the Borrower shall be deemed to have given a Borrowing Notice
to the Administrative Agent, requesting a Canadian Prime Rate Advance or a Base
Rate (Canada) Advance, as the case may be under the Operating Facility based
upon the amount and currency required on the date on which such drawing is
honoured in an amount equal to the amount of such drawing; (ii) the Operating
Lenders shall on the date of such drawing, make such Canadian Prime Rate
Advance or Base Rate (Canada) Advance to the Borrower, as applicable, rateably
under the Operating Facility; and (iii) the Administrative Agent shall pay the
proceeds thereof to the Documentary Credit Lender as reimbursement for the
amount of such drawing.

                  (3) Each Operating Lender shall be required to make the
Advances referred to in Section 5.04(2) notwithstanding (i) the amount of the
Advance may not comply with the minimum amount required for Borrowings
hereunder; (ii) whether any conditions specified in Article 6 are then
satisfied; (iii) whether a Default or Event of Default has occurred and is
continuing; (iv) the date of such Advance; (v) any reduction in the Operating
Commitment; and (vi) whether the Operating Commitment has been, or, after the
making of such Advance, will be, exceeded.

Section 5.05      Risk of Documentary Credits

                  (1) In determining whether to pay under a Documentary Credit,
the Documentary Credit Lender shall be responsible only to determine that the
documents and certificates required to be delivered under the Documentary
Credit have been delivered and that they comply on their face with the
requirements of the Documentary Credit.

                  (2) The reimbursement obligation of the Borrower under any
Documentary Credit issued for its account shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including (i) any lack of validity or
enforceability of a Documentary Credit; (ii) the existence of any claim,
set-off, defence or other right which the Borrower may have at any time against
a Beneficiary, the Documentary Credit Lender or any other Person, whether in
connection with the Credit Documents and the transactions contemplated therein
or any other transaction (including any underlying transaction between the
Borrower and the Beneficiary); (iii) any certificate or other document
presented with a Documentary Credit proving to be forged, fraudulent or invalid
or any statement in it being untrue or inaccurate; (iv) the existence of any
act or omission or any misuse of, a Documentary Credit or misapplication of
proceeds by the Beneficiary, including any fraud in any certificate or other
document presented with a Documentary Credit in each case unless, before
payment of a Documentary Credit, (x) the Borrower has delivered to the
Documentary Credit Lender a written notice of the fraud together with a written
request that it refuse to honour such drawing, (y) the fraud by the Beneficiary


                                     CA-50
<PAGE>

has been established to the knowledge of the Documentary Credit Lender so as to
make the fraud clear or obvious to the Documentary Credit Lender, and (z) in
the case of fraud in the underlying transaction between the Borrower and the
Beneficiary, the fraud is of such character as to make the demand for payment
by the Beneficiary under the Documentary Credit a fraudulent one; (v) payment
by the Documentary Credit Lender under the Documentary Credit against
presentation of a certificate or other document which does not comply with the
terms of the Documentary Credit unless such payment constitutes gross
negligence or wilful misconduct of the Documentary Credit Lender; or (vi) the
existence of a Default or Event of Default.

                  (3) Subject to the last sentence of this Section 5.05(3), the
Documentary Credit Lender shall not be responsible for (i) the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign a Documentary Credit or the rights or benefits under it or
proceeds of it, in whole or in part, which may prove to be invalid or
ineffective for any reason; (ii) errors, omissions, interruptions or delays in
transmission or delivery of any messages by mail, telecopy or otherwise; (iii)
errors in interpretation of technical terms; (iv) any loss or delay in the
transmission of any document required in order to make a drawing; and (v) any
consequences arising from causes beyond the control of the Documentary Credit
Lender, including the acts or omissions, whether rightful or wrongful, of any
Governmental Entity. Subject to the last sentence of this Section 5.05(3), none
of the above shall affect, impair, or prevent the vesting of any of the
Documentary Credit Lenders' rights or powers under this Agreement. Any action
taken or omitted by the Documentary Credit Lender under or in connection with
any Documentary Credit or the related certificates, if taken or omitted in good
faith, shall not put the Documentary Credit Lender under any resulting
liability to the Borrower provided that the Documentary Credit Lender acts in
accordance with the standards of reasonable care specified in the Uniform
Customs and Practice for Documentary Credits (1993 Revision), ICC Publication
500 (or any replacement publication).

Section 5.06      Fees

                  (1) The Borrower shall pay to the Administrative Agent, for
the account of the Operating Lenders, a documentary credit fee with respect to
each such Documentary Credit equal to the Applicable Margin, calculated on the
basis of the Face Amount of each such Documentary Credit and a year of 365 or
366 days, as the case may be, and payable in advance and in the same currency
as such Documentary Credit.

                  (2) The Borrower shall pay to the Documentary Credit Lender a
fronting fee in respect of each Documentary Credit equal to the Applicable
Fronting Fee, calculated on the basis of the Face Amount of each Documentary
Credit and a year of 365 or 366 days, as the case may be, and payable in
advance and in the same currency as such Documentary Credit.

                  (3) The Borrower shall pay to the Documentary Credit Lender,
upon the issuance, amendment or transfer of each Documentary Credit issued by
the Documentary Credit Lender and each drawing made under it, the Documentary
Credit Lender's standard and prevailing documentary and administrative charges
for issuing, amending, transferring or drawing under, as the case may be,
Documentary Credits of similar amount, term and risk.

Section 5.07      Repayments

                  (1) If the Borrower is required to repay the Accommodations
Outstanding pursuant to Article 2 or Article 9, then the Borrower shall pay to
the Administrative Agent (for the account of the Documentary Credit Lender), an
amount equal to the Documentary Credit Lender's contingent liability in respect
of (i) any outstanding Documentary Credit; and (ii) any Documentary Credit


                                     CA-51
<PAGE>


which is the subject matter of any order, judgment, injunction or other such
determination (a "Judicial Order") restricting payment by the Documentary
Credit Lender under and in accordance with such Documentary Credit or extending
the Documentary Credit Lender's liability under such Documentary Credit beyond
its stated expiration date. Payments in respect of each Documentary Credit
shall be held by the Administrative Agent for the benefit of the Documentary
Credit Lender as cash collateral for the obligations of the Borrower in respect
of such Documentary Credit and shall be due in the currency in which such
Documentary Credit is denominated. Amounts so held by the Administrative Agent
as cash collateral shall be deposited in an account (the "Documentary Credit
Account") and shall bear interest at the Documentary Credit Lender's applicable
term deposit rate for such deposits.

                  (2) If the Borrower fails to pay the Administrative Agent
(for the account of the Documentary Credit Lender) the amount payable pursuant
to Section 5.07(1), then (i) the Borrower shall be deemed to have given a
Borrowing Notice to the Administrative Agent, requesting a Canadian Prime Rate
Advance or a Base Rate (Canada) Advance, as the case may be, under the
Operating Facility based upon the amount and currency required on the date on
which such amount is payable; (ii) the Operating Lenders shall on the date such
amount is payable pursuant to Section 5.07(1), make such Canadian Prime Rate
Advance or Base Rate (Canada) Advance to the Borrower, as applicable, rateably
under the Operating Facility; and (iii) the Administrative Agent shall hold the
proceeds thereof in the Documentary Credit Account for the benefit of the
Documentary Credit Lender as cash collateral for the obligations of the
Borrower in respect of the outstanding Documentary Credits.

                  (3) Each Operating Lender shall be required to make the
Advances referred to in Section 5.07(2) notwithstanding (i) the amount of the
Advance may not comply with the minimum amount required for Borrowings
hereunder; (ii) whether any conditions specified in Article 6 are then
satisfied; (iii) whether a Default or Event of Default has occurred and is
continuing; (iv) the date of such Advance; (v) any reduction in the Operating
Commitment; and (vi) whether the Operating Commitment has been, or, after the
making of such Advance, will be exceeded.

                  (4) The Administrative Agent, on behalf of the Documentary
Credit Lender, shall, with respect to any Documentary Credit, upon the later
of:

         (a) the date on which any final and non-appealable order, judgment or
other such determination has been rendered or issued either terminating the
applicable Judicial Order or permanently enjoining the Documentary Credit
Lender from paying under such Documentary Credit; and

         (b) the earlier of (i) the date on which either (x) the original
counterpart of the Documentary Credit is returned to the Documentary Credit
Lender for cancellation, or (y) the Documentary Credit Lender is released by
the Beneficiary from any further obligations, and (ii) the expiry (to the
extent permitted by any applicable law) of the Documentary Credit.

pay to the Borrower an amount equal to the difference between the amount paid to
the Administrative Agent (for the account of the Documentary Credit Lender) the
Documentary Credit Lender pursuant to Section 5.07(1) and the amounts paid by or
on behalf of the Documentary Credit Lender under the Documentary Credit.

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

                                     CA-52
<PAGE>

                                   ARTICLE 6
                             CONDITIONS OF LENDING

Section 6.01      Conditions Precedent to the Initial Accommodation

                  The obligation of each Lender to make its initial
Accommodation under the Credit Facilities on or after the date hereof and the
effectiveness of this Agreement are subject to (i) the applicable conditions
precedent specified in Section 6.02, and (ii) satisfaction in full of the
following conditions precedent on the date hereof:

         (a) The Administrative Agent shall have received in form, substance
and dated as of a date satisfactory to the Lenders and their counsel and in
sufficient quantities for the Administrative Agent and each Lender and the
Administrative Agent and Lenders therein shall have reviewed to their
reasonable satisfaction:

A.       (i) A certified copy of the constating documents and by-laws of the
         Borrower and each Guarantor, and of all corporate and other
         proceedings taken and required to be taken by the Borrower and each
         Guarantor to authorize the execution and delivery of the Credit
         Documents to which it is a party and the performance of the
         transactions contemplated thereby; (ii) a certificate of status,
         compliance, good standing or like certificate with respect to the
         Borrower and each Guarantor issued by the appropriate Governmental
         Entity of the jurisdiction of its incorporation or organization as the
         case may be; (iii) a certificate of incumbency of the Borrower and
         each Guarantor; and (iv) all other instruments evidencing necessary
         corporate action of the Borrower and each Guarantor and of any
         required Authorization with respect to such matters.

B.       Satisfactory legal opinions of counsel to the Borrower and each
         Guarantor in their jurisdiction of incorporation or organization, as
         the case may be, and each other jurisdiction specified by the Lenders,
         acting reasonably, regarding, among other things, the enforceability
         of the Credit Documents and the validity and the perfection of, or
         opposability of, the security interests created by the Security
         Documents.

C.       Executed copies of this Agreement, the Security Documents specified in
         Part I of Schedule 8 and the Intercreditor Agreement.

D.       Evidence of registrations or publications in the necessary
         jurisdictions of the security interests or notice thereof in favour of
         the Administrative Agent or the Lenders, as the case may be, created
         by the Credit Documents in order to perfect, preserve, protect or
         render opposable such security interests.

E.       A certificate or certificates of insurance in respect of the insurance
         required to be maintained pursuant to Section 8.01(m) showing, to the
         extent required by Section 8.01(m), the Administrative Agent and the
         Lenders as loss payee or additional insured, as applicable.

F.       All Authorizations, shareholder and third party consents and approvals
         necessary, or in the reasonable opinion of the Administrative Agent,
         desirable.

G.       Audited consolidated financial statements of the Borrower for the
         three Financial Years ended most recently and subsequent unaudited
         consolidated financial statements of the Borrower.


                                     CA-53
<PAGE>

H.       Certified copies of (i) the Acquisition Agreement, (ii) the Syncrude
         Loan Agreement, Syncrude Guarantee and other documents relating to the
         Syncrude Financing, (iii) documents relating to all other Permitted
         Debt, and (iv) the Material Agreements.

I.       A consolidated forecast for the Borrower and its Subsidiaries for the
         Financial Year ending December 31, 2005 and each of the following four
         Financial Years (including, without limitation, and unless otherwise
         agreed by the Lenders and the Borrower (a) detailed forecasted balance
         sheets and statements of operations and cash flow in respect of, and
         as at the last day of, each of the next four Financial Years, prepared
         in accordance with GAAP for the Borrower's consolidated operations and
         supported by appropriate explanations, notes and information and
         commentary; and (b) a break down between maintenance Capital
         Expenditures and growth Capital Expenditure projected for each such
         Financial Year).

J.       Evidence of the concurrent repayment in full of all Debt of the
         Borrower and each Restricted Subsidiary other than Permitted Debt.

K.       A certificate of a senior officer of the Borrower calculating each of
         the financial covenants specified in Section 8.03 as at the date
         hereof based on the financial statements for the most recent Financial
         Quarter, together with the balance sheet and income statement used to
         calculate such financial covenants and a Borrowing Base Certificate
         confirming that the Borrowing Base exceeds the Accommodations
         Outstanding under the Operating Facility on the Closing Date by Cdn.
         $15,000,000.

L.       Evidence satisfactory to the Lenders that (i) any consents required in
         connection with the Syncrude Financing have been obtained and that all
         amendments required to be made to the First Treasury Loan Agreement
         and related documents to ensure that the terms thereof are acceptable
         to the Lenders have been made, and (ii) the Borrower has filed with
         the trustee under the Senior Subordinated Note Indenture the required
         board resolution designating the Credit Facilities as Designated
         Senior Indebtedness.

M.       The Borrower's Approved Hedge Program.

N.       Such other certificates, documentation and opinions as the
         Administrative Agent may reasonably request.

         (b) The Administrative Agent and the Lenders shall have received
satisfactory evidence that the Acquisition shall have been consummated in
accordance with the terms and conditions specified in the Acquisition Agreement
(other than payment of the purchase price thereunder), that all relevant
filings and registrations have been made in respect of the Acquisition and that
all Authorizations, consents and approvals (including any third party consents
and approvals) required in connection with the Acquisition have been obtained
on terms and conditions satisfactory to the Lenders.

         (c) The Administrative Agent and the Lenders shall have completed
their due diligence in respect of the Borrower, Guarantors, any other parties
to the Credit Documents, the Acquisition and such other matters as they deem
appropriate with results satisfactory to them in their sole discretion.

         (d) The Administrative Agent and the Lenders shall have received
satisfactory evidence that (i) the Borrower's pro forma Consolidated EBITDA for
the last twelve month period ended June 30, 2005 is not less than Cdn.
$46,000,000, and (ii) the Total Debt Ratio for the last twelve month period
ended June 30, 2005 calculated on a pro forma basis is less than or equal to

                                     CA-54
<PAGE>

4.25:1, provided that the Consolidated EBITDA and the Total Debt Ratio under
this Section 6.01(d) shall be calculated (x) as if the Acquisition had occurred
on the first day of such twelve month period, the Debt in connection therewith
(including hereunder) had been incurred on the first day of such twelve month
period and any Debt repaid in connection with the Acquisition was repaid on the
first day of such twelve month period and, without regard to any synergies,
including all EBITDA of Stablex for such twelve month period, and (y) by
including the projected Debt and EBITDA of Marsol as shown in the consolidated
forecast delivered pursuant to Section 6.01(a)(I).

         (e) The Administrative Agent and the Lenders shall have received
satisfactory evidence that (i) the entering into of this Agreement and the
other Credit Documents and the making of the Accommodations hereunder, and (ii)
the entering into of the Acquisition Agreement and consummation of the
Acquisition, do not breach or violate any applicable Laws or the terms of any
Material Agreement.

         (f) Payment of all reasonable fees (including reasonable legal fees of
the Lenders), reasonable expenses and other amounts then payable under the
Credit Documents or otherwise then owing to the Lenders, the Lead Arrangers or
any one of them.

         (g) No Material Adverse Change shall have occurred since December 31,
2004 and the Administrative Agent and Lenders shall be satisfied that there has
not occurred any event which could reasonably be expected to have a Material
Adverse Effect.

         (h) The Closing Date shall be a date on or prior to August 31, 2005.

Section 6.02      Conditions Precedent to all Accommodations and Conversions

                  (1) The obligation of each Lender to make Accommodations or
otherwise give effect to any Accommodation Notice is subject to fulfilment of
the following conditions at the time of any Accommodation Notice or
Accommodation, as the case may be:

         (a) no Default or Event of Default has occurred or is continuing or
would arise immediately after giving effect to or as a result of the
Accommodation or Accommodation Notice;

         (b) the Accommodation will not violate any applicable Law, rule,
regulation, judgment or order; and

         (c) the representations and warranties of the Borrower contained in
Section 7.01 are true and correct on the date of the Accommodation or
Accommodation Notice as if they were made on that date.

                  (2) Each of the giving of any Accommodation Notice by the
Borrower and the acceptance by the Borrower of any Accommodation shall be
deemed to constitute a representation and warranty by the Borrower that, on the
date of such Accommodation Notice or Accommodation, as the case may be, and
after giving effect thereto and to the application of any proceeds therefrom,
the statements set forth in Section 6.02(1) are true and correct.

Section 6.03      Conditions Precedent to Accommodations to make Permitted
                  Acquisitions

                  (1) The obligation of each Lender to make Accommodations for
Permitted Acquisitions is subject to fulfillment of the following conditions at

                                     CA-55
<PAGE>

the time of any Accommodation Notice or Accommodation, as the case may be (in
addition to the conditions set out in Section 6.02):

         (a) at least 5 Business Days prior to the delivery of such
Accommodation Notice the Administrative Agent shall have received:

A.       a certificate from the Borrower's president, chief financial officer
         or treasurer to the following effect:

               (I) the proposed Accommodation shall be used to assist the
               Borrower in financing a Permitted Acquisition;

               (II) where the Borrower acting reasonably has, in accordance
               with prudent business practices, engaged a third party
               environmental consultant, (which consultant shall be of
               experience and reputation reasonably satisfactory to the
               Administrative Agent), the Borrower has complied with all
               material recommendations made by such consultant in order to
               ensure that the business to be acquired can be conducted in
               compliance with any applicable material Environmental Laws;

               (III) that no material adverse change in the earnings of the
               Borrower shall result from such Permitted Acquisition;

               (IV) that no Default or Event of Default will occur as a
               consequence of such acquisition, and

B.       a certified copy of the applicable purchase and sale agreement
         together with such other information relating to the Permitted
         Acquisition as the Administrative Agent may reasonably request.

         (b) at least 5 Business Days prior to the delivery of such
Accommodation Notice the Administrative Agent shall have received satisfactory
evidence that the proposed Permitted Acquisition complies with items (a)
through (g) in the definition of "Permitted Acquisitions", including, without
limitation, consolidated financial projections on a pro forma basis.

                  (2) Notwithstanding any other provision of this Agreement, if
any portion of the Credit Facilities are to be used to fund a Hostile
Take-Over, any Lender may refuse to fund its pro rata share of any Borrowing
with respect to such Hostile Take-Over if the Lender reasonably determines
that, by providing such funding, it may be placed in a conflict of interest.

Section 6.04      No Waiver

                  The making of an Accommodation or otherwise giving effect to
any Accommodation Notice, without the fulfilment of one or more conditions set
forth in Section 6.01, Section 6.02 or Section 6.03 shall not constitute a
waiver of any condition and the Administrative Agent and the Lenders reserve
the right to require fulfilment of such condition in connection with any
subsequent Accommodation Notice or Accommodation.

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

                                     CA-56
<PAGE>

                                   ARTICLE 7
                         REPRESENTATIONS AND WARRANTIES

Section 7.01      Representations and Warranties of the Borrower and Guarantors

                  The Borrower and each Guarantor represents and warrants to
the Administrative Agent and each Lender, acknowledging and confirming that the
Administrative Agent and each Lender is relying on such representations and
warranties without independent inquiry in entering into this Agreement and
providing Accommodations that:

         (a) Incorporation and Qualification. The Borrower is a corporation
duly amalgamated, organized and validly existing under the laws of Canada. Each
of Marsol and the Guarantors is a corporation, company or partnership, as the
case may be, duly incorporated, continued, amalgamated, established or
organized, as the case may be, and validly existing under the laws of its
jurisdiction of incorporation, continuance, amalgamation, establishment or
organization, as the case may be, as set forth in Schedule 7.01(a). Each of the
Borrower and each Restricted Subsidiary is duly qualified, licensed or
registered to carry on business under the Laws applicable to it in all
jurisdictions in which such qualification, licensing or registration is
necessary or where failure to be so qualified would have a Material Adverse
Effect.

         (b) Corporate Power. Each of the Borrower, Marsol and the Guarantors
has all requisite power and authority to (i) own, lease and operate its
properties and assets and to carry on its business as now being conducted by
it; and (ii) enter into and perform its obligations under the Credit Documents
to which it is a party.

         (c) Conflict With Other Instruments. The execution and delivery by
each of the Borrower and each Guarantor of the Credit Documents to which such
Person is a party and the performance by such Person of its obligations
thereunder, and its compliance with the terms, conditions and provisions
thereof will not (i) conflict with or result in a breach of any of the terms,
conditions or provisions of (t) its constating documents, articles or
certificate of incorporation, by-laws, organizational documents, limited
partnership agreement or partnership agreement, as the case may be, (u) any
applicable Law, (v) any contractual restriction binding on or affecting it or
its properties, or (w) any judgment, injunction, determination or award which
is binding on it in a manner which may have a Material Adverse Effect; or (ii)
result in, require or permit (x) the imposition of any Liens in, on or with
respect to any of its Assets (including any Leased Properties or Owned
Properties) (other than Liens in favour of the Administrative Agent and the
Lender Parties), (y) the acceleration of the maturity of any Debt binding on or
affecting such Person, or (z) any third party to terminate or acquire rights
under any Material Agreement or Material Permit of the Borrower or any of the
Guarantors. No law, rule, regulation, by-law, decision, order or judgment which
may affect the Borrower or any of the Guarantors has been enacted, promulgated
or applied which challenges, or to the best of the Borrower's and each
Guarantor's knowledge, has been proposed which may challenge, the validity or
propriety of the Credit Documents or the transactions contemplated thereunder.

         (d) Corporate Action, Governmental Approvals, etc. The execution and
delivery by each of the Borrower and each Guarantor of the Credit Documents to
which such Person is a party and the performance by such Person of its
obligations thereunder have been duly authorized by all necessary corporate,
limited partnership, partnership or other action, as the case may be,
including, without limitation, the obtaining of all necessary shareholder or
unitholder consents. No authorization, consent, approval, registration,
qualification, designation, declaration or filing with any Governmental Entity
or other Person, is or was necessary in connection with the execution, delivery

                                     CA-57
<PAGE>

and performance of obligations by each of the Borrower and each Guarantor under
the Credit Documents to which such Person is a party except as are in full
force and effect, unamended, at the date of this Agreement.

         (e) Execution and Binding Obligation. The Credit Documents have been
duly executed and delivered by each of the Borrower and each Guarantor which is
a party thereto and constitute legal, valid and binding obligations of such
Person, as applicable, enforceable against such Person, as applicable, in
accordance with their respective terms, subject only to any limitation under
applicable Laws relating to (i) bankruptcy, insolvency, reorganization,
moratorium or creditors' rights generally; and (ii) the discretion that a court
may exercise in the granting of equitable remedies.

         (f) Location of Business. At the date of this Agreement, the only
jurisdictions (or registration districts within such jurisdictions) in which
the Borrower or any of its Subsidiaries has any place of business or stores any
tangible personal property are listed in Schedule 7.01(f).

         (g) Material Permits, etc. The Borrower, Marsol and the Guarantors
possess all Authorizations necessary to properly conduct their respective
businesses. As of the date hereof, the Material Permits described in Schedule
7.01(g) are the only Material Permits of the Borrower, Marsol and the
Guarantors, as applicable. Each such Material Permit is (i) in full force and
effect; and (ii) not subject to any dispute. No event has occurred which, with
the giving of notice, lapse of time or both, would constitute a default under,
or in respect of, any such Material Permit.

         (h) Trademarks, Patents, etc. Each of the Borrower, Marsol and each
Guarantor possesses all the trademarks, trade names, copyrights, patents and
licences reasonably necessary for the conduct of their respective businesses.
To the best knowledge of the Borrower and each Guarantor neither it nor any of
the other Subsidiaries is infringing or is alleged to be infringing upon the
rights of any Person with respect to any patent, trademark, trade name,
copyright (or any application or registration in respect thereof), licence,
discovery, improvement, process, formula, know-how, data, plan or
specification. All the trademarks, trade names, copyrights, patents and
intellectual property licences (other than software licences) of the Borrower,
Marsol and each of the Guarantors as at the date hereof are set forth in
Schedule 7.01(h).

         (i) Ownership of Property. Except for Permitted Liens, each of the
Borrower, Marsol and each Guarantor has good and valid title in fee simple to
the Owned Properties and good and valid title to all of its or their other
properties and Assets including, without limitation, the tangible and
intangible personal property reflected as assets in their books and records,
except as set forth in Schedule 7.01(i). None of the Borrower, Marsol and each
Guarantor (i) owns any real property other than the Owned Properties; (ii) is
bound by any agreement to own or lease any real property except for the Leases;
or (iii) has leased any of its Owned Properties except pursuant to a Material
Agreement. Each of the Borrower, Marsol and each Guarantor owns, leases or has
the lawful right to use all of the Assets necessary for the conduct of its
business.

         (j) Leased Properties. Each Lease is in good standing and all amounts
owing under it have been paid by the Borrower, Marsol or Guarantor, as
applicable, other than, for the period between the date hereof and December 31,
2005, the Long Beach Lease.

         (k) Work Orders. There are no outstanding work orders relating to the
Subject Properties from or required by any Governmental Entity, nor does the
Borrower, Marsol or any of the Guarantors have notice of any possible impending
or future work order.

                                     CA-58
<PAGE>

         (l) Expropriation. No part of any of the Subject Properties or the
Buildings and Fixtures located on the Subject Properties has been taken or
expropriated by any Governmental Entity, no written notice or proceeding in
respect of an expropriation has been given or commenced nor is the Borrower or
any of the Guarantors aware of any intent or proposal to give any such notice
or commence any proceedings.

         (m) Encroachments. Except for Permitted Liens, the Buildings and
Fixtures located at each of the Subject Properties are located entirely within
such Subject Property and are in conformity with set-back and coverage
requirements of all applicable Governmental Entities. There are no material
encroachments upon any of the Subject Properties.

         (n) Compliance with Laws. Each of the Subject Properties has been
used, and each of the Borrower, Marsol and each Guarantor is, in compliance
with all applicable Laws.

         (o) No Default. No Default or Event of Default has occurred and is
continuing under this Agreement. None of the Borrower, Marsol nor any of the
Guarantors is in violation of its constating documents, its by-laws or any
shareholders' agreement applicable to it. None of the Borrower, Marsol nor any
of the Guarantors has failed to pay the principal or premium or interest on any
of its Debt on the later of (i) the date that such amount has become due and
payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise); and (ii) the date immediately following the last day of
the applicable grace period, if any, specified in the agreement or instrument
relating to such Debt. No other event has occurred or condition exists, and is
continuing after the applicable grace period, if any, specified in any
agreement or instrument relating to any Debt of the Borrower, Marsol or any of
the Guarantors, if the effect of such event is to accelerate, or permit the
acceleration of such Debt. No Debt of the Borrower, Marsol or any of the
Guarantors has been declared to be due and payable prior to its stated
maturity.

         (p) Subsidiaries, etc. At the date of this Agreement (i) there are no
Subsidiaries of the Borrower other than the Subsidiaries identified as such in
Schedule 7.01(p) (including those Subsidiaries acquired pursuant to the
Acquisition); (ii) the share ownership of each of such Subsidiaries is as
described in Schedule 7.01(p); (iii) none of the Borrower, Marsol nor any of
the Guarantors (nor any of its or their Subsidiaries) is, directly or
indirectly, a member of, or participant in, any partnership, joint venture or
syndicate except as described in Schedule 7.01(p); and (iv) none of the
Subsidiaries of the Borrower have been designated as "Unrestricted
Subsidiaries" pursuant to Section 4.17 of the Senior Subordinated Note
Indenture.

         (q) No Burdensome Agreements. None of the Borrower, Marsol nor any of
the Guarantors is a party to any agreement or instrument or subject to any
restriction (including any restriction set forth in its constating documents,
by-laws or any shareholders' agreement applicable to it) which could reasonably
be expected to have a Material Adverse Effect.

         (r) No Litigation. Except as set forth in Schedule 7.01(r), as at the
date hereof there are no actions, suits, arbitrations or proceedings pending,
taken or, to the Borrower's and each Guarantor's knowledge, threatened, before
or by any Governmental Entity or other Person affecting the Borrower, Marsol or
any of the Guarantors which could reasonably be expected to have a Material
Adverse Effect.

         (s) Environmental Compliance. Except as does not otherwise have a
Material Adverse Effect, the Borrower's, Marsol's and each Guarantor's business
and assets (i) are in material compliance with all Environmental Laws; (ii)
possess and are operated in material compliance with all Environmental Permits
which are required for the operation of their respective business; and (iii)
other than the notices of violation set out in Schedule 7.01(s), are not

                                     CA-59
<PAGE>

subject to any past or present fact, condition or circumstances that could
reasonably be expected to result in any material liability under any
Environmental Laws.

         (t) Material Agreements, etc. As of the date of this Agreement, none
of the Borrower, Marsol nor any of the Guarantors is a party or otherwise
subject to or bound or affected by any Material Agreement, except as set out in
Schedule 7.01(t). All Material Agreements are in full force and effect, and
none of the Borrower, Marsol nor any of the Guarantors, or to the best of the
Borrower's and each Guarantor's knowledge, any other party to any Material
Agreement has defaulted in any material fashion under any of the Material
Agreements. No event has occurred which, with the giving of notice, lapse of
time or both, would constitute a material default under, or in respect of, any
such Material Agreement. There is no material dispute regarding any such
Material Agreement.

         (u) Books and Records. All books and records of the Borrower, Marsol
and the Guarantors have been fully, properly and accurately kept and completed
in accordance with GAAP and there are no material inaccuracies or discrepancies
of any kind contained or reflected therein. The Borrower's, , Marsol's and each
Guarantor's records, systems, controls, data or information are not recorded,
stored, maintained, operated or otherwise wholly or partly dependent upon or
held by any means (including any electronic, mechanical or photographic
process, whether computerized or not) which (including all means of access
thereto and therefrom) are not under the direct control of the Borrower. The
Borrower, Marsol and each of the Guarantors have (i) maintained all its
environmental and operating records in the manner and for the periods required
by applicable Environmental Law, and (ii) filed all reports which are required
by applicable Environmental Law to be filed on the happening of any reportable
event.

         (v) Tax Liability. The Borrower, Marsol and each of the Guarantors
have filed all tax and information returns which are required to be filed and
the information contained in such returns is correct and complete and reflects
accurately all liability for taxes for the period covered. The Borrower, Marsol
and each of the Guarantors have paid all taxes, interest and penalties, if any,
which have become due pursuant to such returns or pursuant to any assessment
received by any of them other than those in respect of which liability based on
such returns is being contested in good faith and by appropriate proceedings
where adequate reserves have been established in accordance with GAAP. Adequate
provision for payment has been made for taxes not yet due. There are no tax
disputes existing or pending involving the Borrower, Marsol or any of the
Guarantors or its or their Business which could reasonably be expected to have
a Material Adverse Effect. The Borrower and each Guarantor are residents of
Canada within the meaning of the Income Tax Act (Canada) ("ITA") save and
except as disclosed on Schedule 7.01(a).

         (w) Corporate Structure. Schedule 7.01(w) sets forth as at the date
hereof a corporate chart showing the Borrower, Marsol, each Guarantor and its
and their respective Subsidiaries and any other entity in which the Borrower
(directly or indirectly) has an interest, together with the particulars of such
interest.

         (x) Financial Statements. The December 31, 2004 audited consolidated
financial statements of the Borrower, copies of each of which have been
furnished to the Administrative Agent and the Lenders, fairly present the
consolidated financial position of the Borrower at such dates and the
consolidated results of the operations and changes in financial position of the
Borrower for such period, all in accordance with GAAP. Between December 31,
2004 and the date hereof, there has been no Material Adverse Change in the
financial position or results of operations of the Borrower and its
Subsidiaries.

                                     CA-60
<PAGE>

         (y) Insurance. Each of the Borrower, Marsol and each Guarantors
maintains or causes to be maintained insurance in accordance with the
requirements under Section 8.01(m) and the insurance maintained by the
Borrower, Marsol and each Guarantor is of the types and in amounts customary
and usual for persons engaged in a business similar to the Business.

         (z) Pension Plans. Schedule 7.01(z) contains a list of all Pension
Plans of the Borrower, Marsol and each Guarantor as at the date hereof. Each
Pension Plan has been established, registered, funded, invested and
administered in compliance with its terms and all applicable Law and (i) all
contributions or premiums required under applicable Law in respect of each
Pension Plan and Welfare Plan maintained by the Borrower, Marsol or any of the
Guarantors have been made, (ii) there have been no withdrawals, applications,
payments or transfers of assets from any Pension Plan or Welfare Plan or the
trusts or other funding media relating thereto which have not been made or
effected in compliance with all applicable Law, (iii) each Pension Plan
maintained by the Borrower, Marsol or any of the Guarantors is fully funded on
both an ongoing and a termination basis, and (iv) to the Borrower's and each
Guarantor's knowledge, no event has occurred and no condition exists with
respect to any Pension Plan that has resulted or could reasonably be expected
to result in any such Pension Plan having its registration revoked or refused
under any applicable Law or being placed under the supervision of any relevant
pensions benefits regulatory authority or in the Borrower, Marsol or any
Guarantor being required to pay any penalties under any applicable Law, except
for any exceptions to clauses (i) through (iv) above that, individually or in
the aggregate, cannot be reasonably expected to have a Material Adverse Effect.

         (aa) Existing Debt. Schedule 7.01(aa) sets forth the commitments of
any lenders for all Debt of the Borrower, Marsol and each of the Guarantors as
at the date hereof.

         (bb) Capitalization. The capital stock of each of the corporate
Subsidiaries of the Borrower identified in Schedule 7.01(p) is duly authorized,
fully paid and non-assessable.

         (cc) Financial Information. Neither this Agreement nor any forecast or
certificate furnished to the Administrative Agent or any Lender by or on behalf
of the Borrower, Marsol or any of the Guarantors in connection with the
transactions contemplated by this Agreement, contain any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained herein or therein not misleading under the circumstances
in which they were made at the time such statements are made. All forecasts and
projections supplied by or on behalf of the Borrower to the Administrative
Agent or the Lenders in connection with the transactions contemplated by this
Agreement were prepared in good faith, disclosed all assumptions relevant and
the most recent versions of all such forecasts provided by or on behalf of the
Borrower to the Administrative Agent or the Lenders are, in the opinion of the
Borrower, reasonable estimates of the prospect of the Business. There is no
fact known to the Borrower or any of the Guarantors which the Borrower has not
disclosed to the Administrative Agent and the Lenders which could reasonably be
expected to have a Material Adverse Effect.

         (dd) Reporting Issuer Status. As at the date hereof the Borrower is a
reporting issuer not in default under the securities laws of the Province of
Ontario.

         (ee) Receivables. All Receivables of the Borrower and each of the
Guarantors are bona fide and good and collectible at their face amounts in the
ordinary course of business (subject to no defence, counterclaim or set-off)
except to the extent of any reserves provided for doubtful accounts in the
ordinary course of business and reflected in the financial statements or the

                                     CA-61
<PAGE>

books and records of the Borrower and Guarantors, as applicable, which have
been disclosed to the Lenders and as reflected in any Borrowing Base
Certificate.

         (ff) Acquisition. As at the Closing Date or concurrently therewith,
the Borrower has acquired all of the issued and outstanding shares of Seaway
TLC Inc. pursuant to the Acquisition Agreement with good and marketable title
thereto free and clear or all Liens other than Permitted Liens.

Section 7.02      Survival of Representations and Warranties

                  The representations and warranties in this Agreement and in
any certificates or documents delivered to the Administrative Agent and the
Lenders shall not merge in or be prejudiced by and shall survive any
Accommodation and shall continue in full force and effect so long as any
amounts are owing by the Borrower to the Lenders under this Agreement.

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

                                     CA-62
<PAGE>


                                   ARTICLE 8
                    COVENANTS OF THE BORROWER AND GUARANTORS

Section 8.01      Affirmative Covenants

                  So long as any amount owing under this Agreement remains
unpaid or any Lender has any obligation under this Agreement, and unless
consent to the contrary is given in accordance with Section 12.01 the Borrower
and each of the Guarantors shall:

         (a) Financial Reporting. In the case of the Borrower, deliver to the
Administrative Agent (with sufficient copies for each Lender) (i) as soon as
available and in any event within 60 days after the end of each of the first
three Financial Quarters in each Financial Year (y) a consolidated balance
sheet of the Borrower as of the end of the Financial Quarter, and (z) the
related consolidated statements of operations and cash flow for the Financial
Quarter and (if already available for the corresponding previous period) for
the period commencing at the end of the previous Financial Year and ending with
the end of the Financial Quarter; in each case (except for the statement of
cash flow) setting forth in comparative form the figures, if such figures are
already available, for the corresponding Financial Quarter and corresponding
portion of the previous Financial Year; (ii) as soon as available and in any
event within 120 days after the end of each Financial Year (including, for
greater certainty, the Financial Year ending December 31, 2005), a copy of the
audited consolidated financial statements of the Borrower for the Financial
Year reported on by the Borrower's independent auditors (in the case of (i) and
(ii) above, it being agreed that the Borrower may furnish the information
specified therein by making such information available on the Borrower's
website via SEDAR); (iii) together with each delivery of financial statements
specified in Section 8.01(a)(i) and (ii) above, a Compliance Certificate; (iv)
as soon as practicable and in any event within 30 days after the end of each
Financial Year, the Annual Business Plan; (v) within 15 days after the end of
each calendar month, a Borrowing Base Certificate as at the end of such month;
(vi) upon notice from the Administrative Agent, Borrower shall institute
detailed monthly reporting of Eligible Receivables in form customary for a
credit facility similar to the Operating Facility which is satisfactory to the
Required Lenders and shall provide such reporting contemporaneously with the
Borrowing Base Certificate specified in Section 8.01(a)(v) above; and (vii) as
soon as available and in any event within 30 days after the end of each month,
a monthly internal management operating report for the Borrower and each of the
Guarantors substantially in form and substance satisfactory to the
Administrative Agent acting reasonably.

         (b) Additional Reporting Requirements. Deliver to the Administrative
Agent (with sufficient copies for each of the Lenders) (i) as soon as
available, and in any event within five Business Days after the Borrower or any
Guarantor learns of the occurrence of a Default or Event of Default, a
statement of the chief financial officer of the Borrower or any other officer
acceptable to the Administrative Agent setting forth the details of the Default
or Event of Default and the action which the Borrower proposes to take or has
taken; (ii) written notice of any Material Adverse Change or any event which,
with notice or lapse of time or both, could reasonably be expected to result in
a Material Adverse Change or Event of Default within five Business Days after
the Borrower or any Guarantor learns thereof; (iii) together with the
Compliance Certificate to be delivered pursuant to Section 8.01(a)(iii),
written notice of any previously undisclosed (q) trademarks, tradenames,
copyrights, patents and intellectual property licences (other than software
licences), (r) jurisdictions (or registration districts within such
jurisdictions) in which the Borrower or any Guarantor has any place of business
or stores any tangible personal property with a value exceeding $500,000 (or
the equivalent amount in any other currency), (s) Subsidiaries of the Borrower
or membership, partnership, joint venture, syndicate interest or other interest
of the Borrower or any Guarantor in any other Person, (t) actions, suits,


                                     CA-63
<PAGE>

arbitrations or proceedings pending, taken or threatened before or by any
Governmental Entity or other Person affecting the Borrower or any Guarantor,
(u) Lease or acquisition of real property by the Borrower or any Guarantor, (v)
Material Permits, (x) Material Agreements, and (y) Subsidiaries that have been
designated as "Unrestricted Subsidiaries" pursuant to Section 4.17 of the
Senior Subordinated Note Indenture, (iv) from time to time upon request of the
Administrative Agent, evidence of the maintenance of all insurance required to
be maintained pursuant to this Agreement, including originals or copies as the
Administrative Agent may request of policies, certificates of insurance,
riders, endorsements and proof of premium payments; (v) promptly upon their
issuance, copies of all notices, reports, press releases, circulars, offering
documents and other documents filed with, or delivered to, any stock exchange
or the Ontario Securities Commission or a similar Governmental Entity in any
other jurisdiction (it being agreed that the Borrower may furnish the
information specified in this 8.01(b)(v) by making such information available
on the Borrower's website via SEDAR); (vi) together with the Compliance
Certificate to be delivered pursuant to Section 8.01(a)(iii), a certificate of
the Borrower signed on its behalf by its chief financial officer or any other
officer acceptable to the Administrative Agent certifying that the aggregate
amount of Cash Management Debt is not, and has not been since the date of the
previous Compliance Certificate (or in the case of the first Compliance
Certificate, the date hereof), in excess of Cdn $2,000,000, and (vii) such
other information respecting the condition or operations, financial or
otherwise, of the Borrower or any Guarantor as the Administrative Agent, on
behalf of the Lenders, may from time to time reasonably request.

         (c) Corporate Existence. Except as otherwise permitted in this
Agreement, preserve and maintain, and cause each of its Subsidiaries to
preserve and maintain, its corporate existence, and, except where the failure
to so preserve and maintain would not have a Material Adverse Effect, its
agreements, licenses, operations, contracts, franchises and other arrangements.

         (d) Compliance with Laws, etc. Comply, and cause each of its
Subsidiaries to comply, with the requirements of all applicable Laws, except
where the failure to so comply would not have a Material Adverse Effect.

         (e) Status of Accounts and Collateral. With respect to the Collateral
(i) maintain, or cause to be maintained, books and records pertaining to the
Collateral in such detail, form and scope as the Required Lenders reasonably
require; (ii) report immediately to the Administrative Agent any matters
materially adversely affecting the value, enforceability or collectibility of
the Collateral, taken as a whole; (iii) if any amount payable under or in
connection with any account in excess of Cdn. $25,000 (or the equivalent amount
in any other currency) is evidenced by a promissory note or other instrument,
immediately pledge, endorse, assign and deliver, or cause each of its
Subsidiaries to pledge, endorse, assign and deliver, to the Lenders the
promissory note or instrument, as additional collateral; and (iv) notify the
Administrative Agent in writing of any agreement respecting the Borrower or any
Guarantor under which any terms of sale or service (written or oral) which are
materially different from normal operating procedures may have been or will be
granted.

         (f) Credit Policy and Accounts Receivable. Maintain, and cause each of
its Subsidiaries to maintain, at all times, written credit policies consistent
with good business practices, adhere to such policies and collect, and cause
each of its Subsidiaries to collect, accounts receivable in the ordinary course
of business.


                                     CA-64
<PAGE>

         (g) Conduct of Business. Conduct, and cause each of its Subsidiaries
to conduct their respective businesses in accordance with good business
practice, including obtaining and maintaining all Material Permits.

         (h) Environmental Compliance.

A.       use and operate, and cause each Subsidiary to use and operate, all of
         its Assets in compliance with all Environmental Laws applicable to
         such Assets, keep all Environmental Permits relating to environmental
         matters and necessary for the operation of its business in effect and
         remain in material compliance therewith, and handle all Hazardous
         Substances in material compliance with all applicable Environmental
         Laws, in each case except where failure to do so could reasonably be
         expected to have a Material Adverse Effect;

B.       promptly, if the Administrative Agent has a good faith concern which
         the Borrower has not adequately addressed in the opinion of the
         Administrative Agent that there is material non-compliance by the
         Borrower, any Guarantor or any other Subsidiary with Environmental
         Laws applicable to it, (A) the Borrower shall conduct, at its expense,
         such inspections, audits and appraisals (by an environmental auditor
         or auditors approved by the Administrative Agent) concerning such
         possible non-compliance as the Administrative Agent may reasonably
         request and permit the Administrative Agent and the Lenders to discuss
         such inspections, audits and appraisals with such auditor or auditors,
         and (B) remedy any non-compliance with Environmental Laws revealed by
         such inspection, audit or appraisal which, if not remedied, could
         reasonably be expected to have a Material Adverse Effect;

C.       promptly notify the Administrative Agent and provide copies upon
         receipt of all adverse written claims, complaints, notices or
         inquiries relating to the condition of its Assets or compliance with
         Environmental Laws which could reasonably be expected to have a
         Material Adverse Effect, and shall take all Remedial Action and other
         commercially reasonable steps to promptly cure, have dismissed or
         otherwise resolved to the reasonable satisfaction of the Bank any
         actions and proceedings relating to any such compliance with
         Environmental Laws, except for those being diligently contested in
         good faith and by appropriate proceedings and for which adequate
         reserves in accordance with GAAP shall have been set aside on its
         books; and

D.       provide such information and certifications which the Administrative
         Agent may reasonably request from time to time to evidence compliance
         with the foregoing.

         (i) Maintenance of Properties, etc. Maintain and preserve, and cause
each of its Subsidiaries to maintain and preserve, all of its and their
properties used or useful in its and their business in good repair, working
order and condition (reasonable wear and tear excepted) and in material
compliance with all Environmental Laws. From time to time, make and cause each
of its Subsidiaries to make, all needful and proper repairs, renewals,
replacements, additions and improvements to the Subject Properties, so that the
Business may be properly and advantageously conducted at all times in
accordance with prudent business management.

         (j) Payment of Taxes and Claims. Pay or cause to be paid and cause
each of its Subsidiaries to pay or cause to be paid, when due, (i) all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income, sales, capital or profit or any other property belonging to it or upon
its Subsidiaries; and (ii) all claims which, if unpaid, might by law give rise
to a Lien upon any material assets of the Borrower or any Guarantor, except any
such tax, assessment, charge, levy or claim which is being contested in good
faith and by proper proceedings and in respect of which the Borrower or any

                                     CA-65
<PAGE>

Guarantor has established adequate reserves in accordance with GAAP or which
are Permitted Liens.

         (k) Keeping of Books. Keep, and cause each of its Subsidiaries to
keep, proper books of record and account, in which full and correct entries
shall be made of all financial transactions and the assets and business in
accordance with GAAP.

         (l) Visitation and Inspection. At any reasonable time or times so as
not to interfere with the Borrower or its operation, permit or cause its
Subsidiaries to permit each Lender and the Administrative Agent to visit the
properties of the Borrower, Marsol, the Guarantors and its and their
Subsidiaries, and to discuss their affairs, finances and accounts with the
officer appointed as (or performing the functions of) the chief financial
officer of the Borrower.

         (m) Maintenance of Insurance. Maintain or cause to be maintained, in
respect of itself and each of its Subsidiaries, insurance over all of its and
their Assets at all times with responsible insurance carriers that have a
rating (at the time the policy of insurance is issued) of at least A- in the
A.M. Best's Key Rating Guide and in such amounts and covering such risks,
including all-risk property insurance, liability insurance, business
interruption insurance as are usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the
Borrower, any Guarantor or any other Subsidiary, as the case may be, operate,
such policies to include a standard Mortgage clause showing the Administrative
Agent for itself and on behalf of the Lenders as loss payee and additional
insured, as applicable, in a form approved by the Insurance Bureau of Canada
and the equivalent governing body of the United States of America, as
applicable and other customary endorsements for the benefit of Lender Parties
and to provide, inter alia, that such policies will not be cancelled during the
term thereof without at least 30 days' prior written notice to the
Administrative Agent. Whenever reasonably requested by the Administrative
Agent, the Borrower and each Guarantor shall cause true and complete copies of
any policies of insurance carried pursuant to this Section to be made available
to the Administrative Agent and its insurance consultants for review. The
Borrower and each Guarantor shall ensure that any proceeds of insurance in
respect of property are applied to repair, rebuild or replace the applicable
property unless otherwise agreed by the Lenders.

         (n) Proceeds. In the case of the Borrower, use proceeds of all
Accommodations solely for the purposes thereof as specified in Section 2.03.

         (o) Payment. Pay or cause to be paid all sums due under this Agreement
and the other Credit Documents according to the terms hereof and thereof.

         (p) Cure Defects. Promptly cure or cause to be cured any defects in
the execution and delivery of any of the Credit Documents or any defects in the
validity or enforceability of any of the Security and at its expense, execute
and deliver or cause to be executed and delivered, all such agreements,
instruments and other documents as the Required Lenders, acting reasonably, may
consider necessary or desirable for the foregoing purposes.

         (q) Further Assurances. At its cost and expense, upon request of the
Administrative Agent, execute and deliver or cause its Subsidiaries to execute
and deliver to the Administrative Agent such further instruments and do and
cause to be done such further acts as may be necessary or proper in the
reasonable opinion of the Administrative Agent to carry out more effectually
the provisions and purposes of the Credit Documents.

         (r) Eligible Hedging Agreements. In the case of the Borrower, pay to
the relevant Hedge Lender any amounts owing under any Eligible Hedging

                                     CA-66
<PAGE>

Agreement when such amounts are due and payable and perform all of its other
obligations thereunder in accordance with the provisions thereof.

         (s) Refinance Senior Subordinated Notes. In the case of the Borrower,
refinance the Senior Subordinated Notes, or have provided a plan to refinance
the Senior Subordinated Notes satisfactory to the Required Lenders acting
reasonably, with Refinancing Debt, at least six months prior to the maturity
date of the Senior Subordinated Notes. Upon the Required Lenders' approval of a
plan to refinance the Senior Subordinated Notes, the Debt set forth in such
plan and the terms and conditions thereof shall be deemed to constitute
Refinancing Debt.

         (t) Pension Plans and Welfare Plans. Maintain, administer, fund and
invest all Pension Plans and Welfare Plans in compliance with all applicable
Law. Deliver to the Administrative Agent copies of all actuarial reports
prepared in respect of any Pension Plan. Provide notice to the Administrative
Agent, together with any supporting documentation, promptly upon becoming aware
of (i) the institution of any steps by the Borrower, Marsol, any Guarantor or
any applicable Governmental Entity to terminate or wind-up any, in whole or in
part, any Pension Plan which could reasonably be expected to result in a
requirement to make contribution to such Pension Plan in any twelve month
period which exceed 110% of the contributions that were scheduled to be made in
the previous twelve month period, (ii) any failure to make a required
contribution to a Pension Plan if such failure is sufficient to give rise to a
deemed trust, lien or charge under any pension benefits standards legislation
that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, (iii) the occurrence of any event with respect to any
Pension Plan that results, or could reasonably be expected to result, in the
incurrence of any fines or penalties in excess of $25,000, (iv) the occurrence
of any breach of any fiduciary obligation with respect to the administration of
any Pension Plan or Welfare Plan, or (v) the occurrence of any event which
results or could reasonably be expected to result in any qualification for
special tax status for any Pension Plan or Welfare Plan being revoked.

Section 8.02      Negative Covenants

                  So long as any amount owing under the Credit Agreement remains
unpaid or any Lender or the Administrative Agent has any obligation under this
Agreement and, unless consent is given in accordance with Section 12.01, neither
the Borrower nor any Guarantor shall:

         (a) Debt. Create, incur, assume or suffer to exist or permit any of
its Subsidiaries (other than Marsol) or, prior to the Non-Recourse Date, Marsol
to create, incur, assume or suffer to exist any Debt other than (i) Debt to the
Lenders under this Agreement; (ii) Debt incurred in respect of Purchase Money
Mortgages and Capitalized Lease Obligations up to an aggregate outstanding
amount for the Borrower, each Guarantor and, if applicable, Marsol
collectively, at any time, of Cdn. $5,000,000 (or the equivalent amount in any
other currency); (iii) Permitted Debt or any Refinancing Debt in respect
thereof; (iv) Debt between any Borrower and any Guarantor or, between any
Guarantor and any other Guarantor or any Borrower; (v) unsecured Debt up to a
maximum aggregate amount for the Borrower, each Guarantor and, if applicable,
Marsol collectively of Cdn. $10,000,000, provided no Default or Event of
Default has occurred and is continuing or would result from the incurrence of
such unsecured Debt and the Borrower will, after giving effect to the
incurrence of such unsecured Debt, be in compliance with the financial
covenants set forth herein at such time (calculated on a pro forma basis as if
such unsecured Debt had been incurred as at the first day of the immediately
preceding four Financial Quarters); and (vi) Debt incurred by the Borrower or
any Guarantor under a Cash Management Agreement (including, for greater
certainty, any overdraft in a bank account subject to such Cash Management

                                     CA-67
<PAGE>

Agreement) ("Cash Management Debt"), provided that, after giving effect to the
provisions thereof, the aggregate principal amount of all such Debt at any time
does not exceed Cdn. $2,000,000.

         (b) Liens. Create, incur, assume or suffer to exist, or permit any of
its Subsidiaries (other than Marsol) or, prior to the Non-Recourse Date, Marsol
to create, incur, assume or suffer to exist any Lien on any of its or their
respective Assets other than (i) Permitted Liens, and (ii) Purchase Money
Mortgages and Capitalized Lease Obligations in the aggregate amount for the
Borrower, each Guarantor and, if applicable, Marsol collectively of Cdn.
$5,000,000.

         (c) Mergers, Etc. Enter into, or permit Marsol or any of its other
Subsidiaries to enter into, any transaction (whether by way of reorganization,
consolidation, amalgamation, winding-up, merger, sale, lease or otherwise)
whereby (i) all or any substantial part of its undertaking or assets would
become the property of any other Person (other than Permitted Dispositions);
(ii) the Borrower ceases to hold, directly or indirectly, 100% of the shares of
such Subsidiary; or (iii) a Change of Control would occur. After the
Non-Recourse Date, Marsol may enter into such transactions provided that
immediately after giving effect thereto, no event shall have occurred and be
continuing which constitutes a Default or Event of Default and the continuing
corporation shall continue to be a Subsidiary of the Borrower.

         (d) Disposal of Assets Generally. Dispose of, or permit Marsol or any
of its other Subsidiaries to Dispose of, any Assets to any Person other than
pursuant to Permitted Dispositions.

         (e) Transactions with Related Parties. Except as otherwise permitted
in Section 8.02(g) and (h), directly or indirectly, enter into or allow Marsol
or any of its other Subsidiaries to enter into, any contract with, make any
financial accommodation for or otherwise enter into any transaction with a
Related Party except in the ordinary course of and pursuant to the reasonable
requirements of business and at prices and on terms not less favourable to the
Borrower, such Guarantor, Marsol or such other Subsidiary as the case may be,
than could be obtained in a comparable arm's length transaction with a Person
who is not a Related Party.

         (f) Change in Business. Make any change in the nature of the Business
or permit Marsol or any of its other Subsidiaries to make any change in the
nature of its business.

         (g) Distributions. Declare, make or pay or permit any of its
Subsidiaries (other than Marsol) to declare make or pay any Distributions,
except (provided that no Default or Event of Default has occurred and is
continuing or would result therefrom) that (i) the Borrower, Marsol or any
Guarantor may declare and pay dividends or other Distributions on issued shares
or other equity interests of such Person to the Borrower or any Guarantor; (ii)
the Borrower or any of its Subsidiaries may make payments on account of
principal or interest or both in respect of Debt permitted pursuant to Section
8.02(a)(i), (ii), (iv), (v) and (vi); (iii) the Borrower or any of its
Subsidiaries may make payments on account of principal or interest or both in
respect of Debt described under clauses (i), (ii) and (iv) of the definition of
Permitted Debt; (iv) the Borrower may make payments of interest in respect of
the Senior Subordinated Notes; (v) the Borrower, any Guarantor, Marsol or any
other Subsidiary may make payments required to be made pursuant to the
provisions of any pension plan; (vi) at any time that the Total Debt Ratio
calculated on a pro forma basis, taking into account the payments referred to
in this clause (vi), is not more than 2.5:1, the Borrower may declare and make
payments of stock dividends, cash dividends, redemptions and repurchases of
equity interests during a particular Financial Year; and (vii) the Borrower may
make any loan to, or guarantee any indebtedness of, any Guarantor or any
Indenture Restricted Subsidiary, and any Guarantor or Indenture Restricted


                                     CA-68
<PAGE>

Subsidiary may make a loan to, or guarantee any indebtedness of, the Borrower,
any Guarantor or any Indenture Restricted Subsidiary.

         (h) Investments. Make or permit any of its Subsidiaries(other than
Marsol), or prior to the Non-Recourse Date, Marsol to make, any Investment,
except for Permitted Investments and Permitted Acquisitions.

         (i) Subsidiaries. Incorporate, establish or acquire any Person or
commence to carry on the Business, otherwise than through the Borrower, the
Guarantors and its and their Subsidiaries existing as of the date of this
Agreement, except for the Acquisition and Permitted Acquisitions and provided
that (i) the Person which is the subject of the Acquisition and such Permitted
Acquisition has (or in the event of the incorporation or establishment of such
Person will have, promptly following such incorporation or establishment)
guaranteed all of the obligations of the Borrower under this Agreement and the
other Credit Documents by becoming a Guarantor in accordance with Section
11.12; (ii) the Person which is the subject of such Permitted Acquisition shall
have granted to the Administrative Agent, for the rateable benefit of the
Lender Parties, promptly upon such establishment or acquisition, a first
priority perfected security interest (whether by way of registration or
otherwise and subject only to Permitted Liens) over all of the Assets of such
Person (subject only to exceptions agreed to by the Lenders in writing, acting
reasonably); (iii) the Administrative Agent, for the rateable benefit of the
Lender Parties, shall have been (or in the event of the incorporation or
establishment of such Person the Administrative Agent, for the benefit of the
Lender Parties, promptly following such incorporation or establishment, shall
be) granted a first priority perfected security interest (whether by way of
registrations or otherwise and subject only to Permitted Liens) over all of the
shares, partnership interest, units or other securities of such Person (subject
only to exceptions agreed to by the Lenders, in writing, acting reasonably);
and (iv) in respect of which the Lenders shall have received an opinion of
counsel to the Borrower (in form and substance satisfactory to the Lenders) as
to the matters specified in (i), (ii), and (iii) above. For greater certainty,
any Indenture Restricted Subsidiary (other than Marsol) must be a Guarantor
hereunder and provide security to the Administrative Agent as contemplated in
this Section 8.02(i).

         (j) Compromise of Accounts. Compromise or adjust or permit any of its
Subsidiaries (other than Marsol) to compromise or adjust any of its Receivables
(or extend the time for payment thereof) or grant any discounts, allowances or
credits, in each case other than is customary in the industries in which they
operate and in the normal course of business.

         (k) Invoices. Re-date any invoice or sale or provision of service or
make sales or provide services on extended dating beyond that customary in the
Business or the business of its Subsidiaries (other than Marsol) or permit any
of its Subsidiaries to do the same.

         (l) Business Outside Certain Jurisdictions. Have or permit Marsol or
any of its other Subsidiaries to have any place of business or keep or store
any material tangible property outside of those jurisdictions (or registration
districts within such jurisdictions) set forth in Schedule 8.02(l) (i) except
upon 30 days' written notice to the Administrative Agent; and (ii) unless the
Borrower has done or caused to be done all such acts and things and executed
and delivered or caused to be executed and delivered all such deeds, transfers,
assignments and instruments (including opinions of counsel to the Borrower) as
the Administrative Agent may reasonably require such that the Administrative
Agent, for the rateable benefit of the Lender Parties, shall continue to have a
first priority perfected security interest (whether by way of registration or
otherwise and subject only to Permitted Liens) over all of the Assets of such
Person (subject to exceptions agreed to by the Lenders in writing, acting
reasonably).

                                     CA-69
<PAGE>

         (m) Auditors. Change its auditors without the prior written consent of
the Administrative Agent, which consent shall not be unreasonably withheld.

         (n) Financial Year. Change its Financial Year end.

         (o) Lease-Backs. Enter into or permit any of its Subsidiaries (other
than Marsol) or, prior to the Non-Recourse Date, Marsol to enter into any
Sale-Leaseback Transaction.

         (p) Capital Expenditures. Make or commit to make, or permit Marsol or
any of its other Subsidiaries to make or commit to make, in any Financial Year
(or part thereof), any Capital Expenditures, except Permitted Capital
Expenditures.

         (q) Amendments. Allow (i) any amendments to its, any of the
Guarantor's, Marsol's or any of its other Subsidiaries' constating documents or
by-laws which are adverse to the Lenders interests hereunder or the Security
Interests arising under or created by the Security Documents; (ii) any
amendments to, or grant any waivers in respect of the Syncrude Financing,
Senior Subordinated Indenture, the Senior Subordinated Notes or any guarantee
or security in respect thereof without the prior written consent of the
Required Lenders acting reasonably; or (iii) any amendment to any Material
Agreement (other than the agreements referred to in clause (ii) hereof) or
Material Permit of the Borrower, any Guarantor, Marsol or any of its other
Subsidiaries if such amendment could reasonably be expected to have a Material
Adverse Effect.

         (r) Hedging. Enter into any Hedging Transaction except pursuant to
Eligible Hedging Agreements and in accordance with the Approved Hedge Program.

Section 8.03      Financial Covenants

                  (1) So long as any amount owing under this Agreement remains
unpaid or any Lender has any obligation under this Agreement, and unless
consent is given in accordance with Section 12.01, the Borrower shall:

         (a) Maintenance of Consolidated EBITDA to Cash Interest Expense.
Maintain, as at the end of each Financial Quarter for the four Financial
Quarters then ended, commencing with the Financial Quarter ending June 30,
2005, a ratio of Consolidated EBITDA (calculated in accordance with Section
8.03(2)) to Cash Interest Expense (calculated in accordance with Section
8.03(2)) of not less than (i) for the Financial Quarters ending during the
period from the Closing Date to December 31, 2005, 2.50:1; (ii) for the
Financial Quarters ending during the period from January 1, 2006 to June 30,
2006, 2.75:1; (iii) for the Financial Quarters ending during the period from
July 1, 2006 to December 31, 2006, 3.00:1; and (iv) for each Financial Quarter
thereafter, 3.50:1. In the event the Borrower consummates a Permitted
Acquisition after July 1, 2006 that involves the incurrence of additional Debt
as permitted hereunder, the foregoing ratios shall be decreased by 0.25x for a
period not exceeding six months following the closing of such Permitted
Acquisition.

         (b) Maintenance of Total Debt Ratio. Maintain, during each Financial
Quarter in each Financial Year for the four Financial Quarters then ended, a
Total Debt Ratio (calculated in accordance with Section 8.03(2)) of not more
than (i) for the Financial Quarters ending during the period from the Closing
Date to June 30, 2006, 4.50:1; (ii) for the Financial Quarters ending during
the period from July 1, 2006 to March 31, 2007, 4.00:1; (iii) for the Financial
Quarters ending during the period from April 1, 2007 to December 31, 2007,
3.50:1; and (iv) for the Financial Quarters ending during the period from
January 1, 2008 to the Relevant Repayment Date, 3.00:1. In the event the
Borrower consummates a Permitted Acquisition that involves the incurrence of



                                     CA-70
<PAGE>

additional Debt as permitted hereunder, the foregoing ratios shall be increased
by 0.75x for a period not exceeding six months following the closing of such
Permitted Acquisition.

         (c) Maintenance of Consolidated Senior Secured Debt to Consolidated
EBITDA. Maintain, during each Financial Quarter in each Financial Year for the
four Financial Quarters then ended, a ratio of Consolidated Senior Secured Debt
to Consolidated EBITDA (calculated in accordance with Section 8.03(2)) of not
more than (i) for the Financial Quarters ending during the period from the
Closing Date to June 30, 2006, 3.25:1; (ii) for the Financial Quarters ending
during the period from July 1, 2006 to March 31, 2007, 3.00:1; (iii) for the
Financial Quarters ending during the period from April 1, 2007 to December 31,
2007, 2.50:1; and (iv) for the Financial Quarters ending during the period from
January 1, 2008 to the Relevant Repayment Date, 2.00:1. In the event the
Borrower consummates a Permitted Acquisition that involves the incurrence of
additional Debt as permitted hereunder, the foregoing ratios shall be increased
by 0.75x for a period not exceeding six months following the closing of such
Permitted Acquisition.

                  (2) If a ratio set forth in Section 8.03(1) is being
calculated at any time after the date on which any Borrower or any Guarantor
has made a Permitted Acquisition, the calculation of such ratio shall be done
on a pro forma basis in accordance with GAAP so as to include in such
calculation the EBITDA, Cash Interest Expense, Debt and Senior Secured Debt, as
applicable, attributable to the purchased shares or other securities or the
Purchased Assets as if such shares, other securities or Purchased Assets had
been purchased at the commencement of the previous rolling four Financial
Quarters provided that projected EBITDA resulting from such Permitted
Acquisition for any Financial Quarter shall be adjusted to reflect the actual
results of such Permitted Acquisition following completion of such Financial
Quarter. For the purpose of calculating the ratios in Section 8.03(1), (i) the
EBITDA, Cash Interest Expense, Debt and Senior Secured Debt of Marsol shall be
included until the Non-Recourse Date, such EBITDA and Cash Interest Expense to
be based on the projected EBITDA and Cash Interest Expense for Marsol as shown
in the consolidated forecast delivered pursuant to Section 6.01(a)(I) until
such time as Marsol has completed four Financial Quarters of operations (at
which time actual results will be used) provided that projected EBITDA and Cash
Interest Expense for any Financial Quarter shall be adjusted to reflect actual
results of operations following completion of such Financial Quarter, and (ii)
EBITDA relating to the Montreal Expansion shall be included on a pro forma
basis once one complete Financial Quarter of operations of the Montreal
Expansion has been completed, such EBITDA to be based on the projected EBITDA
from the Montreal Expansion as shown in the consolidated forecast delivered
pursuant to Section 6.01(a)(I) until such time as the Montreal Expansion has
completed four Financial Quarters of operations (at which time actual results
will be used) provided that projected EBITDA for the Montreal Expansion for any
Financial Quarter shall be adjusted to reflect actual results of operations
following completion of such Financial Quarter.

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

                                     CA-71
<PAGE>

                                   ARTICLE 9
                               EVENTS OF DEFAULT

Section 9.01      Events of Default

                  If any of the following events (each an "Event of Default")
occurs and is continuing:

         (a) the Borrower fails to pay any principal amount of the
Accommodations Outstanding when such amount becomes due and payable;

         (b) the Borrower fails to pay any interest or Fees when they become
due and payable and such failure remains unremedied for a period of three
Business Days;

         (c) any representation or warranty or certification made or deemed to
be made by the Borrower or a Guarantor or any of their respective directors or
officers in any Credit Document shall prove to have been incorrect in any
material respect when made or deemed to be made and if the circumstances giving
rise to such inaccurate representation or warranty are capable of rectification
(such that thereafter, the representation or warranty would be correct), the
representation or warranty remains uncorrected for a period of fifteen days
after the Borrower becomes aware of such inaccurate representation or warranty;

         (d) the Borrower or any Guarantor, as applicable fails to perform,
observe or comply with any of the covenants contained in Sections 8.01(a),
8.01(b), 8.01(c), 8.01(d), 8.01(e), 8.01(f), 8.01(g), 8.01(h), 8.01(i),
8.01(j), 8.01(k), 8.01(l), 8.01(m) and 8.01(p) and such failure remains
unremedied for fifteen Business Days following written notice of such failure
by the Administrative Agent to the Borrower;

         (e) the Borrower or any Guarantor, as applicable fails to perform,
observe or comply with any of the covenants contained in Sections 8.01(n),
8.01(t), 8.02, and 8.03 and in the case of Section 8.02, such failure is
capable of being remedied and remains unremedied for a period of ten Business
Days after the Borrower becomes aware of such failure;

         (f) the Borrower fails to perform, observe or comply with any of the
covenants contained in Section 8.01(r) and such failure remains unremedied for
a period of three Business Days;

         (g) the Borrower or any Guarantor fails to perform, observe or comply
with any other term, covenant or agreement contained in any Credit Document to
which it is a party and such failure remains unremedied for fifteen Business
Days following notice of such failure by the Administrative Agent to the
Borrower;

         (h) the Borrower, Marsol or any Guarantor fails to pay when due the
principal of, or premium or interest on, any of its Debt (excluding Debt under
this Agreement) which is outstanding in an aggregate principal amount exceeding
Cdn. $4,000,000 (or the equivalent amount in any other currency) when such
amount becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise) and such failure continues after
the applicable grace period, if any, specified in the agreement or instrument
relating to the Debt; or any other event occurs or condition exists, and
continues after the applicable grace period, if any, specified in any agreement
or instrument relating to any such Debt, if the effect of such event is to
accelerate, or permit the acceleration of the Debt; or any such Debt shall be
declared to be due and payable prior to its stated maturity;


                                     CA-72
<PAGE>

         (i) the Borrower, Marsol or any Guarantor fails to perform or observe
any material term, covenant or agreement contained in any Material Agreement on
its part to be performed or observed which shall have a Material Adverse
Effect; or any Material Agreement is terminated or revoked or permitted to
lapse (other than in accordance with its terms or as approved by the
Administrative Agent); or any party to any Material Agreement delivers a notice
of termination or revocation (other than in accordance with its terms or as
approved by the Administrative Agent) in respect of the Material Agreement;

         (j) any judgment or order for the payment of money in excess of Cdn.
$4,000,000 (or the equivalent amount in any other currency) is rendered against
the Borrower, Marsol or any Guarantor and either (i) enforcement proceedings
have been commenced by a creditor upon the judgment or order; or (ii) there is
any period of fifteen consecutive days during which a stay of enforcement of
the judgment or order, by reason of a pending appeal or otherwise, is not in
effect;

         (k) the Borrower, Marsol or any Guarantor incurs any material
Environmental Liabilities for which the Borrower, Marsol or any Guarantor is
liable and which is out of the ordinary course of business;

         (l) any breach of Environmental Laws by the Borrower, Marsol or any
Guarantor resulting in the incurrence of any Environmental Liabilities in
excess of the amount reserved for such Environmental Liabilities in accordance
with GAAP which will require expenditures, (i) for any one occurrence, in
excess of Cdn. $10,000,000; or (ii) aggregating on a consolidated basis over
the Term of this Agreement, Cdn. $20,000,000;

         (m) there shall be any Change of Control, whether through issuance of
shares, by the transfer of legal or beneficial ownership of outstanding shares
(by way of sale, assignment, grant of security interest (other than to the
Administrative Agent or the Lenders) or otherwise);

         (n) the Borrower, Marsol or any Guarantor (i) becomes insolvent or
generally not able to pay its debts as they become due; (ii) admits in writing
its inability to pay its debts generally or makes a general assignment for the
benefit of creditors; (iii) institutes or has instituted against it any
proceeding seeking (x) to adjudicate it a bankrupt or insolvent, (y)
dissolution, liquidation, winding-up, reorganization, assignment, arrangement,
adjustment, protection, relief or composition of it or its debts under any law
relating to bankruptcy, insolvency, reorganization or relief of debtors
including any moratorium or plan of compromise or arrangement or other
corporate proceeding involving or affecting its creditors, or (z) the entry of
an order for relief or the appointment of a receiver, statutory manager,
trustee or other similar official for it or for any substantial part of its
properties and assets, and in the case of any such proceeding instituted
against it (but not instituted by it), either the proceeding remains
undismissed or unstayed for a period of 30 days, or any of the actions sought
in such proceeding (including the entry of an order for relief against it or
the appointment of a receiver, trustee, custodian or other similar official for
it or for any substantial part of its properties and assets) occurs; or (iv)
takes any corporate or partnership action to authorize any of the above
actions;

         (o) there shall be any Impermissible Qualification of or in respect of
the audited consolidated financial statements of the Borrower or the notes
thereto;

         (p) any of the Credit Documents shall, except as the result of the
acts or omissions of the Lenders, fail to provide the Lender Parties a first
priority perfected security interest over all of the Assets of the Borrower and
the Guarantors or the rights, title, interest, remedies, powers or privileges
intended to be created thereby (including a Lien on the collateral described

                                     CA-73
<PAGE>

therein, subject only, as to priority, to Permitted Liens and such exceptions
as are permitted pursuant to this Agreement or any other Credit Documents or as
otherwise agreed to in writing by the Lenders) or cease to be in full force and
effect, or the validity thereof or the applicability thereof to the
Accommodations or any other obligations purported to be secured or guaranteed
thereby or any part thereof shall be disaffirmed by or on behalf of the
Borrower, any Guarantor or any other party thereto (other than the
Administrative Agent or any Lender Party); or

         (q) any Material Permit shall be modified, revoked or cancelled by the
issuing party or other Governmental Entity having jurisdiction and such
modification or loss of such permit shall have a Material Adverse Effect; or

         (r) the Borrower or any Guarantor fails to pay any amounts owing to a
Cash Management Bank under the Cash Management Agreement to which such Cash
Management Bank is a party when such amounts are due and payable or fails to
perform any other obligation thereunder in accordance with the provisions
thereof and such failure remains unremedied for fifteen Business Days following
written notice of such failure by the Administrative Agent to the Borrower;

                  then the obligation of the Lenders to make further
Accommodations shall immediately terminate and the Administrative Agent may,
and shall at the request of the Required Lenders, declare the Accommodations
Outstanding, all accrued interest and Fees and all other amounts payable under
this Agreement to be immediately due and payable, without presentment, demand,
protest or further notice of any kind, all of which are expressly waived by the
Borrower (to the extent permitted by applicable Laws). Upon the declaration of
any amount hereunder due and payable and notwithstanding anything herein to the
contrary, the Borrower hereby acknowledges that it shall be then indebted to,
and shall be obligated to pay to the Administrative Agent, as a separate and
absolute obligation, all unpaid principal amount of and accrued interest on
Accommodations Outstanding, all Fees and all other amounts payable under this
Agreement. Such payment to the Administrative Agent when made shall be deemed
to have been made in discharge of the Borrower's obligations hereunder, and the
Administrative Agent shall distribute such proceeds among the Lenders as
provided herein.

Section 9.02      Remedies Upon Default

                  (1) Upon a declaration that the Accommodations Outstanding
are immediately due and payable pursuant to Section 9.01, the Administrative
Agent shall at the request of, or may with the consent of, the Required Lenders
commence such legal action or proceedings as the Required Lenders in such
Lenders' sole discretion, deem expedient, including the commencement of
enforcement proceedings under the Credit Documents, all without any additional
notice, presentation, demand, protest, notice of dishonour, entering into of
possession of any property or assets, or any other action or notice (except as
required by Law), all of which are expressly waived by the Borrower.

                  (2) The rights and remedies of the Administrative Agent and
the Lender Parties under the Credit Documents are cumulative and are in
addition to, and not in substitution for, any other rights or remedies. Nothing
contained herein or in the Security Documents or any other security hereafter
held by the Administrative Agent and the Lender Parties, with respect to the
indebtedness or liability of the Borrower or any Guarantor to the
Administrative Agent and the Lender Parties, or any part thereof, nor any act
or omission of the Administrative Agent or the Lender Parties with respect to
the Security Documents, the Collateral or such other security, shall in any way
prejudice or affect the rights, remedies and powers of the Administrative Agent


                                     CA-74
<PAGE>

and the Lender Parties hereunder or under the Security Documents or such
Collateral.

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

                                     CA-75
<PAGE>

                                  ARTICLE 10
                           THE AGENT AND THE LENDERS

Section 10.01     Authorization and Action

                  (1) Each Lender Party irrevocably appoints and authorizes the
Administrative Agent to take such action as Administrative Agent on its behalf
and to exercise such powers under this Agreement and the other Credit Documents
(other than any Eligible Hedging Agreement and any Cash Management Agreement)
as are delegated to it by the terms of this Agreement, together with the powers
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement, the Administrative Agent shall act or refrain from acting (and
shall be fully protected in so doing) upon the joint instructions of the
Required Lenders which instructions shall be binding upon all Lender Parties.
The Administrative Agent shall not be required to take any action which (i)
exposes it to personal liability; (ii) is contrary to this Agreement, the other
Credit Documents or any applicable Law, rule, regulation, judgment or order;
(iii) would require it to become registered to do business in any jurisdiction;
or (iv) would subject it to taxation. The Administrative Agent is hereby
authorized to sign the Intercreditor Agreement for and on behalf of the Lender
Parties and to perform their obligations thereunder.

                  (2) The Administrative Agent has no duties or obligations
other than as set out in this Agreement and the other Credit Documents (other
than any Eligible Hedging Agreement and any Cash Management Agreement) and
there shall not be construed against the Administrative Agent any implied
duties (including fiduciary duties), obligations or covenants. The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Credit Document by or through
any one or more sub-agents appointed by the Administrative Agent from among the
Lenders (including the Person serving as Administrative Agent) and their
respective Affiliates. The Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The provisions of this Agreement and
the other Credit Documents for the benefit of the Administrative Agent shall
apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and references in any Credit Document to the
Administrative Agent shall include references to any such Persons.

                  (3) The Administrative Agent is not obliged to (i) take or
refrain from taking any action or exercise or refrain from exercising any right
or discretion under the Credit Documents; or (ii) incur or subject itself to
any cost in connection with the Credit Documents, unless it is first
specifically indemnified or furnished with security by the Lender Parties, in
form and substance satisfactory to it (which may include further agreements of
indemnity or the deposit of funds).

Section 10.02     No Liability

                  (1) Neither the Administrative Agent nor its directors,
officers, agents or employees shall be liable to any Lender Party for any
action taken or omitted to be taken by it or them in connection with the Credit
Documents except for its or their own gross negligence or wilful misconduct.
Without limiting the generality of the foregoing, the Administrative Agent (i)
may treat any Lender as the payee of amounts attributable to its Commitment
unless and until the Administrative Agent receives an agreement in the form
contemplated in Section 12.08(5); (ii) may consult with legal counsel
(including legal counsel for the Borrower), independent accountants and other
experts selected by it and shall not be liable for any action taken or omitted

                                     CA-76
<PAGE>

to be taken by it in accordance with the advice of any such counsel,
accountants or experts; (iii) makes no warranty or representation to any Lender
Party and shall not be responsible to any Lender Party for the form, substance,
accuracy or completeness of any Credit Document or any other documents or
information made available to the Lender Parties; (iv) has no duty to inspect
the property or assets (including books and records) of the Borrower or any
other Person; (v) has no duty to ascertain or inquire as to the existence of a
Default or an Event of Default or the observance of any of the terms or
conditions of the Credit Documents; (vi) is not responsible to any Lender Party
for the execution, enforceability, genuineness, sufficiency or value of any of
the Credit Documents; and (vii) shall incur no liability by acting upon any
notice, certificate or other instrument believed by it to be genuine and signed
or sent by the proper Person.

                  (2) The Administrative Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, documents or other writing
(including any electronic message, Internet or intranet posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person. The Administrative Agent also may
rely upon any statement made to it orally or by telephone and believed by it to
have been made by the proper Person, and shall not incur any liability for
relying thereon. In determining compliance with any condition hereunder to the
making of an Accommodation, or the issuance of a Documentary Credit, that by
its terms must be fulfilled to the satisfaction of a Lender or the Documentary
Credit Lender, as applicable, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the Documentary Credit Lender, as
applicable, unless the Administrative Agent shall have received notice to the
contrary from such Lender or the Documentary Credit Lender, as applicable,
prior to the making of such Accommodation or the issuance of such Documentary
Credit.

Section 10.03     Accommodations by Administrative Agent

                  The Administrative Agent has the same rights and powers under
this Agreement with respect to its Commitment as any other Lender and may
exercise such rights and powers as though it were not the Administrative Agent.
The term "Lender" or "Lenders" shall, unless otherwise expressly indicated,
include the Administrative Agent in its individual capacity. The Administrative
Agent and its Affiliates may accept deposits from, lend money to, act as
trustee under indentures of, underwrite securities of, and generally engage in
any kind of business with, the Borrower, any of the Guarantors or any Person
who may do business with or own securities of such Persons, all as if it were
not the Administrative Agent and without any duty to account to the Lender
Parties.

Section 10.04     Holding of Security; Sharing of Payments, etc.

                  (1) Each Lender Party hereby designates and appoints the
Administrative Agent to hold the Security for the rateable benefit of the
Lender Parties.

                                     CA-77
<PAGE>

                  (2) For the purposes of creating a solidarite active in
accordance with Article 1541 of the Civil Code of Quebec, between each Lender
Party, taken individually, on the one hand, and the Administrative Agent, on
the other hand, each such Lender Party acknowledges and agrees with the
Administrative Agent that such Lender Party and the Administrative Agent are
hereby conferred the legal status of solidary creditors of the Borrower and
each Guarantor in respect of all indebtedness, liabilities or other obligations
of the Borrower and each Guarantor arising under or in connection with the
Credit Documents, present and future, owed by the Borrower and each Guarantor
to each such Lender Party and the Administrative Agent (collectively, the
"Solidary Claim"). Accordingly, but subject (for the avoidance of doubt) to
Article 1542 of the Civil Code of Quebec, the Borrower and the Guarantors are
irrevocably bound towards the Administrative Agent and each Lender Party in
respect of the entire Solidary Claim of the Administrative Agent and such
Lender Party. As a result of the foregoing, each Lender Party and the
Administrative Agent acknowledge that the Administrative Agent and each Lender
Party shall at all times have a valid and effective right of action for the
entire Solidary Claim of the Administrative Agent and such Lender Party and the
right to give full acquittance for it. Accordingly, without limiting the
generality of the foregoing, the Administrative Agent, as solidary creditor
with each Lender Party, shall at all times have a valid and effective right of
action in respect of all indebtedness, liabilities or other obligations arising
under the Credit Documents, present and future, of the Borrower and each
Guarantor to the Administrative Agent and the Lender Parties or any of them and
the right to give a full acquittance for same. The Borrower and each Guarantor
also acknowledges and agrees with the stipulations hereinabove provided. Each
Lender Party hereby (a) agrees that the Security shall be held by the
Administrative Agent for the rateable benefit of the Lender Parties; and (b)
agrees that any proceeds from any realization of the Security shall be applied
as between the Lender Parties rateably (whether such Security is held in the
name of the Administrative Agent or in the name of any one or more of the
Lender Parties and without regard to any priority to which any Lender Party may
otherwise be entitled under applicable Law.). With respect to any and all
Security granted prior to the execution of this Agreement, each Lender Party
confirms and ratifies the holding of such Security by the Administrative Agent
on its behalf, as solidary creditor as aforesaid.

                  (3) Each Lender Party agrees with the other Lender Parties
that it will not, without the prior consent of the other Lender Parties, take
or obtain any Lien on any properties or assets of the Borrower or any Guarantor
to secure the obligations of the Borrower or Guarantors under this Agreement or
under a Credit Document, except for the benefit of all Lender Parties or as may
otherwise be required by Law.

                  (4) If any Lender Party obtains any payment (whether
voluntary, involuntary or through the exercise of any right of set-off or
realization of Security) on account of amounts owing to it pursuant to a Credit
Document (other than amounts paid pursuant to Section 12.07) in excess of its
rateable share of payments obtained by all the Lender Parties with respect to
such Credit Document, the Lender Party shall account to and pay over to the
other Lender Parties their rateable share of the excess payment and to the
extent that such Lender Party has made Accommodations hereunder, shall, upon
request, immediately purchase from the other Lender Parties that have made
Accommodations hereunder participations in such Accommodations as shall be
necessary to cause the purchasing Lender Party to share the excess payment
related to the Accommodations (an "Accommodations Excess") rateably with the
other Lender Parties that have made Accommodations hereunder. If all or any
portion of the Accommodations Excess payment is recovered from the purchasing
Lender Party, the purchase price shall be rescinded and each applicable Lender
Party shall repay to the purchasing Lender Party the purchase price to the
extent of the recovery together with an amount equal to the Lender Party's
rateable share (according to the proportion that the amount the Lender Party's


                                     CA-78
<PAGE>

required repayment bears to the total amount recovered from the purchasing
Lender Party) of any interest or other amount paid by the purchasing Lender
Party in respect of the total amount recovered. The Lender Party purchasing a
participation from another Lender Party pursuant to this Section 10.04(4) may,
to the fullest extent permitted by Law, exercise all of its rights of payment
(including any right of set-off) with respect to such participation as fully as
if the purchasing Lender Party were a direct creditor of the Borrower in the
amount of the participation and the Borrower expressly acknowledges the
creation of such right.

                  (5) On request by, and at the expense of, the Borrower and
provided no Default or Event of Default has occurred and is continuing, the
Administrative Agent and the Lenders shall discharge and release the Security
to the extent required to permit a sale, transfer or other Disposition
permitted under this Agreement or consented to by the Lenders.

Section 10.05     Lender Credit Decisions

                  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent, made its own credit analysis
and decision to enter into this Agreement. Each Lender also acknowledges that
it will, independently and without reliance upon the Administrative Agent and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement.

Section 10.06     Indemnification

                  Each Lender shall indemnify and save the Administrative Agent
harmless (to the extent not reimbursed by the Borrower) rateably (according to
the amount of its Commitment) from any claim or Loss suffered by, imposed upon
or asserted against the Administrative Agent as a result of, or arising out of,
the Credit Documents or any action taken or omitted by the Administrative Agent
under the Credit Documents provided that no Lender shall be liable for any part
of such Loss resulting from the gross negligence or wilful misconduct of the
Administrative Agent in its capacity as Administrative Agent. Without limiting
the foregoing, each Lender shall reimburse the Administrative Agent upon demand
for its rateable share of any out-of-pocket expenses incurred by the
Administrative Agent in connection with the preparation, execution,
administration or enforcement of, or legal advice in respect of rights or
responsibilities under, the Credit Documents (to the extent not reimbursed by
the Borrower).

Section 10.07     Liability of the Lender Parties inter se

                  Each of the Lender Parties agrees with each of the other
Lender Parties that, except as otherwise expressly provided in this Agreement,
none of the Lender Parties has or shall have any duty or obligation, or shall
in any way be liable to any of the other Lender Parties in respect of the
Credit Documents or any action taken or omitted to be taken in connection with
them.

Section 10.08     Successor Administrative Agents

                  The Administrative Agent may (i) resign at any time by giving
written notice to the Lender Parties and the Borrower, or (ii) be removed at
any time with or without cause by the Required Lenders, such resignation or
removal to be effective upon the appointment of a successor Administrative
Agent. Upon notice of any resignation or removal, the Required Lenders have the
right to appoint a successor Administrative Agent who (at any time that no
Default or Event of Default has occurred and is continuing) shall be acceptable
to the Borrower, acting reasonably. If no successor Administrative Agent is
appointed or has accepted the appointment within thirty days after the retiring

                                     CA-79
<PAGE>

Administrative Agent's notice of resignation or removal, as the case may be,
then the retiring Administrative Agent may, on behalf of the Lender Parties,
appoint a successor Administrative Agent, which is a Lender. Upon the
acceptance of any such appointment by a successor Administrative Agent, the
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent and the retiring
Administrative Agent shall be discharged from its duties and obligations under
this Agreement. After any retiring Administrative Agent's resignation or
removal, as the case may be, the provisions of this Article 10 and Section
12.06 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent.

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

                                     CA-80
<PAGE>

                                  ARTICLE 11
                                  GUARANTEE

Section 11.01     Guarantees and Indemnity

                  (1) Each Guarantor hereby irrevocably and unconditionally,
and jointly and severally (solidarily) with the other Guarantors, guarantees
the due and punctual payment of, and agrees to pay when due, whether on demand,
at stated maturity, by acceleration or otherwise, all debts, liabilities and
obligations of the Borrower now or hereafter existing under this Agreement or
any other Credit Document, whether for principal, interest, fees or otherwise
(such obligations being herein called the "Guaranteed Obligations") and any and
all reasonable out-of-pocket expenses (including counsel fees and
disbursements) incurred by the Administrative Agent or the Lender Parties, or
any of them, in enforcing any of their rights under this guarantee.

                  (2) Each Guarantor hereby irrevocably and unconditionally and
jointly and severally with the other Guarantors, agrees to indemnify the
Administrative Agent and each of the Lender Parties from time to time on demand
by the Administrative Agent from and against any Losses incurred by the
Administrative Agent or the Lender Parties or any of them as a result of any of
the obligations of the Borrower under or pursuant to this Agreement or any
other Credit Document being or becoming void, voidable, unenforceable or
ineffective as against the Borrower for any reason whatsoever, whether or not
known to the Administrative Agent or the Lender Parties or any of them or any
other Person, the amount of such Losses being the amount which the Person or
Persons suffering such Losses would otherwise have been entitled to recover
from the Borrower.

                  (3) If any of the Guaranteed Obligations are not duly paid by
a Guarantor and are not receivable from a Guarantor for any reason whatsoever,
such Guarantor agrees that the Guaranteed Obligations will, as a separate and
distinct obligation, be recoverable from it as a primary obligor.

                  (4) Each Guarantor shall be liable in respect of its
guarantee and indemnity hereunder for the maximum amount of such liability that
can be hereby incurred without rendering its guarantee and indemnity hereunder,
voidable under any Applicable Law relating to fraudulent conveyance or
fraudulent transfer, and not for any greater amount.

Section 11.02     Absolute Liability

         (a) Each Guarantor hereby guarantees that the Guaranteed Obligations
will be paid strictly in accordance with the terms of this Agreement or the
applicable Credit Document, as the case may be, and that its liability under
this guarantee shall be absolute and unconditional irrespective of:

         (i)      any lack of validity or enforceability of this Agreement or
                  any of the other Credit Documents;

         (ii)     any contest by the Borrower or any other Person as to the
                  amount of the Guaranteed Obligations or of the validity or
                  enforceability of this Agreement or any of the other Credit
                  Documents;

         (iii)    any extension of the time or times for payment of the
                  Guaranteed Obligations or any other indulgences the
                  Administrative Agent or the Lender Parties or any other

                                     CA-81
<PAGE>

                  Person may grant the Borrower or any amendment to or
                  alteration of this Agreement or any of the other Credit
                  Documents or the Guaranteed Obligations;

         (iv)     the assignment of all or any part of the benefits of this
                  guarantee; and

         (v)      to the fullest extent permitted by Law, any other
                  circumstances which might otherwise constitute a defence
                  available to, or a discharge of, the Borrower or any other
                  Person in respect of the Guaranteed Obligations or in respect
                  of this guarantee.

         (b) Each Guarantor hereby acknowledges and affirms that it understands
that to the extent the Guaranteed Obligations are secured by real property
located in the State of California, such Guarantor shall be liable for the full
amount of the liability hereunder notwithstanding foreclosure on such real
property by trustee sale or any other reason impairing such Guarantor's or the
Administrative Agent's or any of the Lender Party's right to proceed against
the Borrower, any Guarantor or any other guarantor of the Guaranteed
Obligations.

         (c) Each Guarantor hereby waives (to the fullest extent permitted by
applicable Law) all rights and benefits under Section 580a, 580b, 580d and 726
of the California Code of Civil Procedure. Each Guarantor hereby further waives
(to the fullest extent permitted by applicable Law), without limiting the
generality of the foregoing or any other provision hereof, all rights and
benefits which might otherwise be available to such Guarantor under Sections
2809, 2810, 2815, 2819, 2821, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 of
the California Civil Code.

         (d) Until the Guaranteed Obligations have been paid in full in
immediately available funds, each Guarantor waives its rights of subrogation
and reimbursement and any other rights and defenses available to such Guarantor
by reason of Sections 2787 to 2855, inclusive, of the California Civil Code,
including, without limitation, (1) any defenses such Guarantor may have to the
guarantee provided for in this Article 11 by reason of an election of remedies
by the Administrative Agent or any of the Lender Parties and (2) any rights or
defenses such Guarantor may have by reason of protection afforded to the
Borrower or any Guarantor pursuant to the anti-deficiency or other Laws of
California limiting or discharging the Borrower's or such Guarantor's
indebtedness, including, without limitation, Section 580a, 580b, 580d or 726 of
the California Code of Civil Procedure. In furtherance of such provisions, each
Guarantor hereby waives all rights and defenses arising out of an election of
remedies by the Administrative Agent or any of the Lender Parties, even though
that election of remedies, such as a nonjudicial foreclosure, destroys such
Guarantor's rights of subrogation and reimbursement against the Borrower or any
Guarantor by the operation of Section 580d of the California Code of Civil
Procedure or otherwise.

Section 11.03     Remedies

                  Each Guarantor agrees that the Administrative Agent and the
Lender Parties shall not be bound to seek or exhaust their recourses against
the Borrower or any other Person, each Guarantor hereby renouncing to the
benefits of discussion and division. In addition, and without in any way
limiting the other provisions contained herein, each Guarantor hereby
irrevocably renounces every right it may acquire to be released from its
guarantee pursuant to Article 2366 of the Civil Code of Quebec. Each Guarantor
also irrevocably renounces any rights it may require to be released from this
Guarantee pursuant to Article 2362 of the Civil Code of Quebec.


                                     CA-82
<PAGE>

Section 11.04     Successors of the Borrower

                  Any change or changes in the name of the Borrower or
reorganization (whether by way of reconstruction, consolidation, amalgamation,
merger, transfer, sale, lease or otherwise) of the Borrower or its businesses
shall not affect or in any way limit or lessen the liability of the Guarantors
hereunder and this guarantee shall extend to the obligations to the
Administrative Agent and the Lender Parties under the Credit Documents of any
Person, acquiring or from time to time carrying on the business of the
Borrower.

Section 11.05     Amount of Guaranteed Obligations

                  Any account settled or stated by or between the
Administrative Agent or any Lender Party and the Borrower shall, in the absence
of manifest error, be accepted by each Guarantor as conclusive evidence, or if
any such account has not been so settled or stated immediately before demand
for payment under this guarantee, any accounts stated by the Administrative
Agent or any Lender Party shall, in the absence of manifest error, be accepted
by the Borrower as prima facie evidence, of the amount of the Guaranteed
Obligations which at the date of the account so settled or stated is due by the
Borrower to the Administrative Agent or such Lender Party, as the case may be.

Section 11.06     Payment on Demand

                  Each Guarantor shall make payment to the Administrative
Agent, for the rateable benefit of the Administrative Agent and the Lender
Parties, the amount of the Guaranteed Obligations and all other amounts payable
by it hereunder forthwith after demand therefor is made to it after any failure
to pay by the Borrower and such demand shall be deemed to have been effectively
made when an envelope containing such demand addressed to it, at its last
address known to the Administrative Agent, is personally delivered to such
address or, if sent by facsimile or other similar means of telecommunication,
on the Business Day next following the day on which it is so sent. The
liability of the Guarantors under this guarantee shall bear interest from the
date of such demand at the rate or rates of interest then applicable to
Advances of the same currency under and calculated in the manner provided in
this Agreement without duplication of any interest otherwise payable by the
Borrower in respect of any Advances pursuant to this Agreement.

Section 11.07     No Subrogation

                  Each Guarantor irrevocably waives any claim, remedy or other
right which it may now have or hereafter acquire against the Borrower that
arises from the existence, payment, performance or enforcement of such
Guarantor's obligations under this guarantee, including any right of
subrogation, reimbursement, exoneration, indemnification or any right to
participate in any claim or remedy of the Administrative Agent or the Lender
Parties against the Borrower or any collateral which the Administrative Agent
or the Lender Parties now have or hereafter acquire, whether or not such claim,
remedy or other right is reduced to judgment or is liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, secured or
unsecured, and whether or not such claim, remedy or other right arises in
equity or under contract, statute or common law. Each Guarantor further agrees
that the Borrower shall be an intended third party beneficiary of such
Guarantor's waiver contained in this Section 11.07. If any amount is paid to a
Guarantor in violation of the preceding sentence and, at such time, the
Administrative Agent's and the Lenders' claims against the Borrower in respect
of the Guaranteed Obligations shall not have been paid in full, any amount paid
to such Guarantor shall be deemed to have been paid to such Guarantor for the
benefit of, and held in trust for, the Lender Parties, and shall immediately be
paid to the Lender Parties to be credited and applied upon such Guaranteed

                                     CA-83
<PAGE>

Obligations. Each Guarantor acknowledges that it will receive direct and
indirect benefits from the transactions contemplated by this guarantee and that
the waiver set forth in this Section 11.07 is knowingly made in contemplation
of such benefits.

Section 11.08     Continuing Guarantee

                  This guarantee shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by the
Administrative Agent or any Lender Party upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, all as though such payment had not
been made.

Section 11.09     Reinstatement

                  If any claim is ever made upon any of the Administrative
Agent or any of the Lender Parties for repayment or recovery of any amount or
amounts received in payment or on account of any of the Guaranteed Obligations
and any of the aforesaid payees repays all or part of said amount by reason of
(i) any judgment, decree or order of any court or administrative body having
jurisdiction over such payee or any of its property or (ii) any settlement or
compromise of any such claim effected by such payee with any such claimant
(including, without limitation, the Borrower or any Guarantor), then and in
such event each Guarantor agrees that any such judgment, decree, order,
settlement or compromise shall be binding upon such Guarantor, notwithstanding
any revocation hereof or the cancellation of any BA Instrument, any Eligible
Hedging Agreement or any other instrument evidencing any liability of the
Borrower or any Guarantor, and such guarantor shall be and remain liable to the
aforesaid payees hereunder for the amount so repaid or recovered to the same
extent as if such amount had never originally been received by any such payee.

Section 11.10     Contribution

                  At any time a payment in respect of the Guaranteed
Obligations is made under the guarantee provided for in this Article 11, the
right of contribution of each Guarantor against each other Guarantor shall be
determined as provided in the immediately following sentence, with the right of
contribution of each Guarantor to be revised and restated as of each date on
which a payment (a "Relevant Payment") is made on the Guaranteed Obligations
under the guarantee provided for in this Article 11. At any time that a
Relevant Payment is made by a Guarantor that results in the aggregate payments
made by such Guarantor in respect of the Guaranteed Obligations to and
including the date of the Relevant Payment exceeding such Guarantor's
Contribution Percentage (as defined below) of the aggregate payments made by
all Guarantors in respect of the Guaranteed Obligations to and including the
date of the Relevant Payment (such excess, the "Aggregate Excess Amount"), each
such Guarantor shall have a right of contribution against each other Guarantor
who has made payments in respect of the Guaranteed Obligations to and including
the date of the Relevant Payment in an aggregate amount less than such other
Guarantor's Contribution Percentage of the aggregate payments made to and
including the date of the Relevant Payment by all Guarantors in respect of the
Guaranteed Obligations (the aggregate amount of such deficit, the "Aggregate
Deficit Amount") in an amount equal to (x) a fraction the numerator of which is
the Aggregate Excess Amount of such Guarantor and the denominator of which is
the Aggregate Excess Amount of all Guarantors multiplied by (y) the Aggregate
Deficit Amount of such other Guarantor. A Guarantor's right of contribution
pursuant to the preceding sentences shall arise at the time of each
computation, subject to adjustment to the time of each computation; provided
that no Guarantor may take any action to enforce such right until the
Guaranteed Obligations have been irrevocably paid in full in immediately

                                     CA-84
<PAGE>

available funds and the aggregate Commitments and all Documentary Credits have
been terminated, it being expressly recognized and agreed by all parties hereto
that any Guarantor's right of contribution arising pursuant to this Section
11.10 against any other Guarantor shall be expressly junior and subordinate to
such other Guarantor's obligations and liabilities in respect of the Guaranteed
Obligations and any other obligations owing under the guarantee provided for in
this Article 11. As used in this Section 11.10: (i) each Guarantor's
"Contribution Percentage" shall mean the percentage obtained by dividing (x)
the Adjusted Net Worth (as defined below) of such Guarantor by (y) the
aggregate Adjusted Net Worth of all Guarantors; (ii) the "Adjusted Net Worth"
of each Guarantor shall mean the greater of (x) the Net Worth (as defined
below) of such Guarantor and (y) zero; and (iii) the "Net Worth" of each
Guarantor shall mean the amount by which the fair saleable value of such
Guarantor's assets on the date of any Relevant Payment exceeds its existing
debts and other liabilities (including contingent liabilities, but without
giving effect to any Guaranteed Obligations arising under the guarantee
provided for in this Article 11 on such date. Notwithstanding anything to the
contrary contained above, any Guarantor that is released from the guarantee
provided for in this Article 11 pursuant to the terms hereof shall thereafter
have no contribution obligations, or rights, pursuant to this Section 11.10,
and at the time of any such release, if the released Guarantor had an Aggregate
Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to
$0, and the contribution rights and obligations of the remaining Guarantors
shall be recalculated on the respective date of release (as otherwise provided
above) based on the payments made hereunder by the remaining Guarantors. All
parties hereto recognize and agree that, except for any right of contribution
arising pursuant to this Section 11.10, each Guarantor who makes any payment in
respect of the Guaranteed Obligations shall have no right of contribution or
subrogation against any other Guarantor in respect of such payment until all of
the Guaranteed Obligations have been irrevocably paid in full in cash. Each of
the Guarantors recognizes and acknowledges that the rights to contribution
arising hereunder shall constitute an asset in favor of the party entitled to
such contribution. In this connection, each Guarantor has the right to waive
its contribution right against any Guarantor to the extent that after giving
effect to such waiver such Guarantor would remain solvent, in the determination
of the Required Lenders.

Section 11.11     Limitation On Guaranteed Obligations

                  Each Guarantor and each of the Administrative Agent and each
of the Lender Parties (by its acceptance of the benefits of the guarantee
contained in this Article 11) hereby confirms that it is its intention that the
guarantee provided for in this Article 11 not constitute a fraudulent transfer
or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent
Conveyance Act of any similar Federal or state law. To effectuate the foregoing
intention, each Guarantor and each of the Administrative Agent and each of the
Lender Parties (by its acceptance of the benefits of the guarantee contained in
this Article 11) hereby irrevocably agrees that the Guaranteed Obligations
guaranteed by such Guarantor shall be limited to such amount as will, after
giving effect to such maximum amount and all other (contingent or otherwise)
liabilities of such Guarantor that are relevant under such laws and after
giving effect to any rights to contribution pursuant to any agreement providing
for an equitable contribution among such Guarantor and the other Guarantors,
result in the Guaranteed Obligations guaranteed by such Guarantor in respect of
such maximum amount not constituting a fraudulent transfer or conveyance.

Section 11.12     Additional Guarantors

                  (1) Any Person may from time to time after the date of this
Agreement become a Guarantor under this Agreement by executing and delivering
to the Administrative Agent and the Lender Parties a supplemental agreement (a

                                     CA-85
<PAGE>

"Supplement") to this Agreement in the form attached as Schedule 12. Effective
from and after the date of execution and delivery by any Person to the
Administrative Agent and the Lender Parties of a Supplement, such Person shall
be, and shall be deemed for all purposes to be, a Guarantor under this
Agreement with the same force and effect, and subject to the same agreements,
representations, warranties, positive covenants, negative covenants,
guarantees, indemnities, liabilities and obligations, as if such Person were,
effective as of such date, an original signatory to this Agreement as a
Guarantor. The execution and delivery of a Supplement by any Person shall not
require the consent of any other Guarantor and all of the obligations of each
Guarantor under this Agreement shall remain in full force and effect
notwithstanding the addition of any additional Guarantors to this Agreement.

Section 11.13     Borrower Guarantee

                  In addition to its other obligation hereunder, the Borrower
hereby irrevocably and unconditionally guarantees the due and punctual payment
of the obligations owing by any Guarantor to a Cash Management Bank under a
Cash Management Agreement to which such Guarantor is a party and agrees to
indemnify such Cash Management Bank from time to time on demand by the
Administrative Agent from and against any Losses incurred by such Cash
Management Bank as a result of any of the obligations of such Guarantor under
or pursuant to such Cash Management Agreement being or becoming void, voidable,
unenforceable or ineffective as against such Guarantor for any reason
whatsoever, whether or not known to such Cash Management Bank or any of them or
any other Person, the amount of such Losses being the amount which the Person
or Persons suffering such Losses would otherwise have been entitled to recover
from such Guarantor.

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


                                     CA-86
<PAGE>

                                  ARTICLE 12
                                 MISCELLANEOUS

Section 12.01     Amendment

                  (1) Subject to Section 2.12 and subsections (2) and (3)
hereof, no amendment or waiver of any provision of any of the Credit Documents,
nor consent to any departure by the Borrower or any other Person from such
provisions, is effective unless in writing and approved by the Required
Lenders, the Borrower and the Guarantors. Any amendment, waiver or consent is
effective only in the specific instance and for the specific purpose for which
it was given.

                  (2) Only written amendments, waivers or consents signed by
the Borrower and all the Lenders shall (i) subject to Section 2.12, increase a
Lender's Commitment or subject any Lender to any additional obligation; (ii)
reduce or forgive the principal or amount of, or interest on (including the
Applicable Margins), any Accommodation Outstanding or any Fees; (iii) postpone
any date fixed for any payment of principal of, or interest on, any
Accommodation Outstanding or any Fees; (iv) increase or decrease the term of
any Credit Facility; (v) increase the total Commitments under any Credit
Facility; (vi) change the Types of Accommodations available under a Credit
Facility; (vii) amend Sections 2.04, 2.05, 2.08, 2.09 (subject to Section
12.01(4)), 2.11, 8.02(i), 6.01 and 6.02 or consent to any waiver of such
sections; (viii) change (y) subject to Section 2.12, the percentage of the
Commitments, or (z) the number or percentage of Lenders required for the
Lenders, or any of them, or the Administrative Agent to take any action; (ix)
permit any amendment to or termination of or release of any guarantee of a
Guarantor under this Agreement or any other Security Document (except as
otherwise permitted in Section 10.04(5)); (x) permit any termination or release
of any Security; (xi) change the definition of Required Lenders; or (xii) amend
this Section 12.01(2).

                  (3) Only written amendments, waivers or consents signed by
the Administrative Agent in addition to the Required Lenders, shall affect the
rights or duties of the Administrative Agent under the Credit Documents.

                  (4) After the occurrence and during the continuance of an
Event of Default, Section 2.09(2) may be amended with the prior written consent
of the Lenders only.

Section 12.02     Waiver

                  (1) No failure on the part of any Lender or the
Administrative Agent to exercise, and no delay in exercising, any right under
any of the Credit Documents shall operate as a waiver of such right; nor shall
any single or partial exercise of any right under any of the Credit Documents
preclude any other or further exercise of such right or the exercise of any
other right.

                  (2) Except as otherwise expressly provided in this Agreement,
the covenants, representations and warranties shall not merge on and shall
survive the initial Accommodation and, notwithstanding such initial
Accommodation or any investigation made by or on behalf of any party, shall
continue in full force and effect. The closing of this transaction shall not
prejudice any right of one party against any other party in respect of anything
done or omitted under this Agreement or in respect of any right to damages or
other remedies.


                                     CA-87
<PAGE>

Section 12.03     Evidence of Debt and Accommodation Notices

                  (1) The indebtedness of the Borrower resulting from
Accommodations under the Credit Facilities shall be evidenced by the records of
the Administrative Agent acting on behalf of the Lenders which shall constitute
prima facie evidence of such indebtedness.

                  (2) Prior to the receipt of any Accommodation Notice, the
Administrative Agent may act upon the basis of a notice by telephone
(containing the same information as required to be contained in the
Accommodation Notice) believed by it in good faith to be from an authorized
person representing the Borrower. In the event of a conflict between the
Administrative Agent's record of any telephone notice of an Accommodation and
the related Accommodation Notice, the Administrative Agent's record of the
telephone notice shall prevail, absent manifest error.

Section 12.04     Notices, etc.

                  Any notice, direction or other communication required or
permitted to be given under this Agreement shall, except as otherwise
permitted, be in writing and given by delivering it or sending it by telecopy
or other similar form of recorded communication addressed, if to the
Administrative Agent, to it at: 100 King Street West, 1 First Canadian Place,
4th Floor, Toronto, Ontario, M5X 1H3, Telephone: 416-359-4565, Telecopier:
416-867-5938, if to the Borrower at: 111 Gordon Baker Road, Suite 300, North
York, Ontario, M2H 3R1, Telephone: (416) 496-9655, Telecopier: (416) 496-4155,
and, if to the Lenders or Guarantors, at the addresses shown on the signature
pages hereto. Any communication shall be deemed to have been validly and
effectively given (i) if personally delivered, on the date of such delivery if
such date is a Business Day and such delivery was made prior to 4:00 p.m.
(Toronto time); (ii) if transmitted by facsimile or similar means of recorded
communication on the Business Day following the date of transmission. Any party
may change its address for service from time to time by notice given in
accordance with the foregoing and any subsequent notice shall be sent to the
party at its changed address.

Section 12.05     Confidentiality

                  Each Lender agrees to use its best efforts to ensure that
financial statements or other information relating to the Borrower which may be
delivered to it pursuant to this Agreement and which are not publicly filed or
otherwise made available to the public generally (and which are not
independently known to the Lender) will, to the extent permitted by Law, be
treated confidentially by the Lender and will not, except with the consent of
the Borrower, be distributed or otherwise made available by the Lender to any
Person other than its directors, officers, employees, authorized agents,
counsel or other representatives (provided the other representatives have
agreed or are under a duty to keep all information confidential) required, in
the reasonable opinion of the Lender, to have such information for the purposes
of this Agreement. Each Lender is authorized to deliver a copy of any financial
statement or any other information which may be delivered to it pursuant to
this Agreement, to (i) any pledgee under Section 12.08(7); (ii) actual or
potential Participant or Assignee; (iii) any Governmental Entity having
jurisdiction over the Lender in order to comply with any applicable Laws; and
(iv) any Affiliate of the Lender required, in the reasonable opinion of the
Lender, to have such information for the purposes of this Agreement provided
that any Persons specified in clauses (i), (ii) and/or (iv) shall have agreed
to keep all information confidential on similar terms as this Section 12.05.


                                     CA-88
<PAGE>

Section 12.06     Costs, Expenses and Indemnity

                  (1) The Borrower shall, whether or not the transactions
contemplated in this Agreement are completed, indemnify and hold each of the
Lenders and the Administrative Agent and each of their respective officers,
directors, employees and agents (each an "Indemnified Person") harmless from,
and shall pay to such Indemnified Person on demand any amounts required to
compensate the Indemnified Person for, any Claim or Loss suffered by, imposed
on, or asserted against, the Indemnified Person as a result of, connected with
or arising out of (i) the preparation, execution and delivery of, preservation
of rights under, enforcement of, or refinancing, renegotiation or restructuring
of, the Credit Documents and any related amendment, waiver or consent; (ii) any
advice of counsel as to the rights and duties of the Administrative Agent and
the Lenders with respect to the administration of the Credit Facilities, the
Credit Documents or any transaction contemplated under the Credit Documents;
(iii) a default (whether or not constituting a Default or an Event of Default)
by the Borrower or any Guarantor hereunder and any enforcement proceedings
relating to any of the Credit Documents; (iv) any proceedings brought against
the Indemnified Person due to its entering into any of the Credit Documents,
performing its obligations under the Credit Documents, providing any
Accommodation or any use of any Accommodation by the Borrower, except to the
extent caused by the gross negligence or wilful misconduct of the Indemnified
Person.

                  (2) The Borrower shall indemnify and hold the Indemnified
Person harmless from and against any and all Environmental Liabilities and
costs incurred or suffered by, or asserted against, any of the Indemnified
Persons (except for Environmental Liabilities and costs attributable to the
gross negligence or wilful misconduct of an Indemnified Party) including all
Environmental Liabilities and costs with respect to or as a direct or indirect
result of, (i) the presence on or under or the release or likely release of
Hazardous Substances from any properties now, or any time heretofore or
hereafter, owned, leased, operated or used by the Borrower or any of the
Guarantors; or (ii) the breach by any mortgagor, owner, or lessee of such
properties in their use of such properties of any Environmental Laws.

                  (3) To the extent that the Borrower for any reason fails to
indefeasibly pay any amount required under paragraphs (1) or (2) of this
Section 12.06 to be paid by it to the Administrative Agent, each Lender
severally agrees to pay to the Administrative Agent such Lender's rateable
share (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent. The obligations of the Lenders under this paragraph (3)
are subject to the other provisions of this Agreement concerning several
liability of the Lenders.

                  (4) To the fullest extent permitted by applicable Law, the
Borrower and the Guarantors shall not assert, and hereby waive, any claim
against any Indemnified Person, on any theory of liability, for indirect,
consequential, punitive, aggravated or exemplary damages (as opposed to direct
damages) arising out of, in connection with, or as a result of, this Agreement,
any other Credit Document or any agreement or instrument contemplated hereby
(or any breach thereof), the transactions contemplated hereby or thereby, any
Accommodation or Documentary Credit or the use of the proceeds thereof. No
Indemnified Person shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Credit Documents or the
transactions contemplated hereby or thereby.


                                     CA-89
<PAGE>

                  (5) If, with respect to any applicable Lender, (i) any change
in Law or any change in the interpretation or application of any Law occurring
or becoming effective after the date hereof; or (ii) compliance by such Lender
with any direction, request or requirement (whether or not having the force of
Law) of any Governmental Entity (except where such compliance is in respect of
any penalty or charges resulting from the failure to pay taxes) made or
becoming effective after the date hereof, has the effect of causing Loss to
such Lender by (v) increasing the cost to such Lender of performing its
obligations under this Agreement or in respect of any Accommodations
Outstanding (including the costs of maintaining any capital, reserve or special
deposit requirements in connection therewith), (w) requiring such Lender to
maintain or allocate any capital or additional capital or affecting its
allocation of capital in respect of its obligations under this Agreement or in
respect of any Accommodations Outstanding or otherwise reducing the effective
return to such Lender under this Agreement or in respect of any Accommodations
Outstanding, (x) reducing any amount payable to such Lender under this
Agreement or in respect of any Accommodations Outstanding by any amount it
deems material (other than a reduction resulting from a higher rate of income
tax relating to such Lender's income in general), (y) causing such Lender to
make any payment or to forego any return on, or calculated by reference to, any
amount received or receivable by such Lender under this Agreement or in respect
of any Accommodations Outstanding, or (z) otherwise reducing the effective
return to such Lender under this Agreement or in respect of any Accommodations
Outstanding or on its total capital as a result of entering into this
Agreement, then, so long as such Lender is taking corresponding action under
its other credit facilities comparable to the Credit Facilities, such Lender
may give notice to the Borrower specifying the nature of the event giving rise
to such Loss and the Borrower may either; (iii) on demand, pay such amounts as
such Lender may specify to be necessary to compensate it for any such Loss
incurred after the date of such notice; or (iv) provided no Loss has yet been
suffered by such Lender or the Borrower has paid the compensating amount to the
Lender, repay the Accommodations Outstanding of such Lender and terminate such
Lender's Commitments. A certificate as to the amount of any such Loss,
providing reasonable detail of the calculation of such Loss and stating that
the Loss calculated therein is not otherwise reflected or recovered in the
interest rate on which any Type of Accommodation is based and has been
calculated on a like basis for transactions comparable to the transaction
contemplated hereby and for a borrower comparable to the Borrower, submitted in
good faith by such Lender to the Borrower shall be conclusive and binding for
all purposes, absent manifest error. The Borrower may in its sole discretion
prepay Accommodations Outstanding to any Lender that has made a claim pursuant
to this Section 12.06(5) (such Lender herein called a "Claiming Lender"),
together with amounts, if any, required to compensate such Claiming Lender to
the date of such prepayment and such Claiming Lender shall, upon receipt of
such prepayment, assign its Lender's Commitment to one or more new financial
institutions or existing Lenders which are (in the case of new financial
institutions) acceptable to the Required Lenders and which agree to assume the
Lender's Commitment of such Claiming Lender's pursuant to the terms and
conditions of an assignment and assumption agreement in the form of Schedule 9.
The provisions of Section 12.08 shall apply to such assignment mutatis
mutandis.

                  (6) The Borrower shall pay to each applicable Lender on
demand any amounts required to compensate such Lender for any loss suffered or
incurred by it as a result of (i) any payment being made (due to acceleration
of the maturity of an Accommodation pursuant to Article 9, a mandatory or
optional prepayment of principal or otherwise) by the Borrower in respect of a
BA Instrument, Documentary Credit or Advance, other than on the maturity or
expiration or on the last day of a Eurodollar Interest Period applicable to it;
(ii) the failure of the Borrower to give any notice in the manner and at the
times required by this Agreement; (iii) the failure of the Borrower to effect
an Accommodation in the manner and at the time specified in any Accommodation
Notice; or (iv) the failure of the Borrower to make a payment or a mandatory

                                     CA-90
<PAGE>

repayment in the manner and at the time specified in this Agreement. A
certificate as to the amount of any Loss submitted in good faith by a Lender to
the Borrower shall be conclusive and binding for all purposes, absent manifest
error.

                  (7) All amounts due under this Section 12.06 shall be payable
promptly after demand therefor. A certificate of the Administrative Agent or a
Lender setting forth the amount or amounts owing to the Administrative Agent or
any Lender as specified in this Section 12.06, including reasonable detail of
the basis of calculation of the amount or amounts, and delivered to the
Borrower shall be conclusive and binding for all purposes, absent manifest
error.

                  (8) The provisions of this Section 12.06 shall survive the
termination of this Agreement and the repayment of all Accommodations
Outstanding. The Borrower acknowledges that neither its obligation to indemnify
nor any actual indemnification by it of any Lender, the Administrative Agent or
any other Indemnified Person in respect of such Person's Losses for legal fees
and expenses shall in any way affect the confidentiality or privilege relating
to any information communicated by such Person to its counsel.

Section 12.07     Taxes and Other Taxes

                  (1) All payments to the relevant Lender Parties or the
Administrative Agent (or any successor or assignee thereof) by the Borrower
under any of the Credit Documents or by a Guarantor in respect of the
Guaranteed Obligations shall be made free and clear of and without deduction or
withholding for any and all taxes, levies, imposts, deductions, charges or
withholdings and all related liabilities, (all such taxes, levies, imposts,
deductions, charges, withholdings and liabilities, other than Excluded Taxes
(as defined below), being referred to as "Taxes") unless such Taxes are
required by applicable Law to be deducted or withheld. For the purposes hereof,
"Excluded Taxes" shall mean: taxes, levies, imposts, deductions, charges or
withholdings including interest, penalties or additions thereto and all related
liabilities imposed on or measured by net income or net profits of the relevant
Lender Party or Administrative Agent, capital taxes or franchise taxes imposed
pursuant to the Laws of Canada, the United States of America or by the
jurisdiction under the laws of which the Person is organized, in which such
Person is resident for tax purposes or in which the principal office or
applicable lending office of such Person is located or in which it is otherwise
deemed to be engaged in a trade or business for Tax purposes or any subdivision
thereof or therein and any branch profits taxes imposed by the United States of
America or any similar tax imposed by any jurisdiction described in this
Section 12.07(1) above. If the Borrower or a Guarantor shall be required by
applicable Law to deduct or withhold any such Taxes from or in respect of any
amount payable under any of the Credit Documents or in respect of the
Guaranteed Obligations, as the case may be, (i) the amount payable shall be
increased (and for greater certainty, in the case of interest, the amount of
interest shall be increased) as may be necessary so that after making all
required deductions or withholdings (including deductions or withholdings
applicable to any additional amounts paid under this Section 12.07(1)), the
relevant Lender Parties or the Administrative Agent receive an amount equal to
the amount they would have received if no such deduction or withholding had
been made, (ii) the Borrower or a Guarantor shall make such deductions or
withholdings, and (iii) the Borrower or a Guarantor shall immediately pay the
full amount deducted or withheld to the relevant Governmental Entity in
accordance with applicable Law.

                  (2) The Borrower and each Guarantor agrees to immediately pay
any present or future stamp or documentary taxes or any other excise or
property taxes, charges, financial institutions duties, debits taxes or similar
levies (all such taxes, charges, duties and levies being referred to as "Other
Taxes") which arise from any payment made by the Borrower or a Guarantor under


                                     CA-91
<PAGE>

any of the Credit Documents or the execution, delivery or registration of, or
otherwise with respect to, any of the Credit Documents.

                  (3) The Borrower and each Guarantor shall indemnify and hold
harmless each of the Lender Parties and the Administrative Agent for the full
amount of Taxes or Other Taxes imposed on or paid by such Lender Parties or the
Administrative Agent and any liability (including penalties, interest and
expenses) arising from or with respect to such Taxes or Other Taxes, whether or
not they were correctly or legally asserted. In addition, the Borrower and each
Guarantor shall indemnify the relevant Lender Parties and the Administrative
Agent for any Taxes, Other Taxes or tax based on or measured by the overall net
income of the Lender Parties or Administrative Agent ("Net Income Taxes")
imposed by any jurisdiction on or with respect to any increased amount payable
by the Borrower under Section 12.07(1) or Section 12.07(5) or any payment or
indemnity payable by the Borrower under Section 12.07(2) or this Section
12.07(3), but only to the extent, if any, that such Taxes, Other Taxes or Net
Income Taxes imposed on any Lender Party or the Administrative Agent exceed
(after taking into account available foreign tax credits, deductions,
exemptions or other tax allowances in respect of such payment which may be used
by the relevant Lender Party) the amount of such Taxes, Other Taxes or Net
Income Taxes that would have been imposed on it in the absence of any increased
amount payable by the Borrower or a Guarantor under Section 12.07(1) or Section
12.07(5) or any payment or indemnity payable by the Borrower or a Guarantor
under Section 12.07(2) or this Section 12.07(3). Payment under this
indemnification shall be made within 30 days from the date the Administrative
Agent or the relevant Lender Party, as the case may be, make written demand for
it. A certificate containing reasonable detail as to the amount of such Taxes,
Other Taxes or Net Income Taxes submitted to the Borrower or a Guarantor by the
Administrative Agent or the relevant Lender Party shall be conclusive evidence,
absent manifest error, of the amount due from the Borrower or a Guarantor to
the Administrative Agent or the Lender Parties, as the case may be.
Notwithstanding the foregoing, the Borrower or such Guarantor, as applicable,
shall not be obligated to make payment to a Lender Party or the Administrative
Agent with respect to interest, penalties or expenses if the amounts arose as a
result of failure by the Lender Parties or the Administrative Agent to timely
pay the Taxes, Other Taxes or Net Income Taxes.

                  (4) The Borrower and each Guarantor shall furnish to the
Administrative Agent and the Lender Parties the original or a certified copy of
a receipt, if available, or other reasonably acceptable document to the
Administrative Agent and the Lender Parties evidencing payment of Taxes or
Other Taxes made by it within 30 days after the date of any payment of Taxes or
Other Taxes.

                  (5) In addition to the provisions of Section 12.07(1), in
respect of amounts paid or credited by the Borrower or a Guarantor that is
resident in Canada for purposes of the ITA that to or for the benefit of a
particular Lender Party that is an "authorized foreign bank" for purposes of
the ITA, the obligations under Section 12.07 to pay an additional amount shall
apply where the particular Lender Party is liable for Taxes under Part XIII of
the ITA in respect of such payment, even if the Borrower or such Guarantor, as
applicable, is not required under the ITA to deduct or withhold an amount in
respect of Taxes on such payment and Section 12.07 shall apply, mutatis
mutandis, as if the Borrower or such Guarantor, as applicable, was required to
withhold an amount in respect of such Taxes.

                  (6) Each Lender Party agrees to use reasonable efforts
(consistent with legal and regulatory restrictions and subject to overall
policy considerations of such Lender Party) to file any certificate or document
or to furnish to the Borrower or a Guarantor any information, in each case, as
reasonably requested by the Borrower or such Guarantor, as applicable, that may


                                     CA-92
<PAGE>

be necessary to establish any available exemption from, or reduction in the
amount of, any withholding taxes; provided, however, that nothing in this
Section 12.07(6) shall require a Lender Party to disclose any confidential
information (including, without limitation, its tax returns or its
calculations).

                  (7) The Borrower and each Guarantor hereby designates the
Administrative Agent, and the Administrative Agent agrees, to serve as the
agent for the Borrower and the Guarantors, solely for purposes of this Section
12.07 and Section 12.08, to maintain a register (the "Register") on which it
will record the Commitments from time to time of each of the Lenders, the
Advances made by each of the Lenders, each repayment made in respect of the
principal amount of the Advances of each Lender, the amounts owing to each
Hedge Lender under any Eligible Hedging Agreements and each repayment made in
respect of such amounts. Failure to make any such recordation, or any error in
such recordation shall not affect the Borrower's or any Guarantor's obligations
in respect of such Advances or such amounts owing under any Eligible Hedging
Agreements. With respect to any Lender, the transfer or assignment of the
Commitments of such Lender and the rights to the principal of, and interest on,
any Advance made pursuant to such Commitments shall not be effective until such
transfer or assignment is recorded on the Register maintained by the
Administrative Agent with respect to ownership of such Commitments and Advances
prior to such recordation all amounts owing to the transferor with respect to
such Commitments and Advances shall remain owing to the transferor. The
registration of an assignment or transfer of all or part of any Commitments and
Advances shall be recorded by the Administrative Agent on the Register only
upon the acceptance by the Administrative Agent of a properly executed and
delivered assignment and assumption agreement pursuant to Section 12.08. The
entries in the Register shall be conclusive, absent manifest error, and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower and
any Lender, at any reasonable time and from time to time upon reasonable prior
notice.

                  (8) Each Lender hereby confirms that it is either (i) a
resident of Canada for purposes of the ITA or (ii) an authorized foreign bank
for the purposes of Part XIII of the ITA in respect of any amount paid or
credited to or by such Lender in respect of its Canadian banking business and
such Lender has entered into this Credit Agreement in the course of its
Canadian banking business.

                  (9) The provisions of this Section 12.07 shall survive the
termination of the Agreement and the repayment of all Accommodations
Outstanding.

Section 12.08     Successors and Assigns

                  (1) This Agreement shall become effective when executed by
the Borrower, the Administrative Agent and each Lender and after that time
shall be binding upon and enure to the benefit of the Borrower, the Lenders and
the Administrative Agent and their respective successors and permitted assigns.

                  (2) Neither the Borrower nor any Guarantor shall have the
right to assign its rights or obligations under this Agreement or any interest
in this Agreement without the prior consent of all the Lenders, which consent
may be arbitrarily withheld.

                  (3) A Lender may (i) grant participations in all or any part
of its interest in any Credit Facility to one or more Persons (each a
"Participant") without the consent of the Borrower or the Administrative Agent,
(ii) assign all or any part of its interest in any Credit Facility without the

                                     CA-93
<PAGE>

consent of the Administrative Agent to (x)(A) its parent company or an
Affiliate of such Lender which is at least 50% owned by such Lender or its
parent company or any fund that invests in loans and is managed or advised by
such Lender or (B) one or more other Lenders or any Affiliate of any such other
Lender which is at least 50% owned by such other Lender or its parent company
(provided that any fund that invests in loans and is managed or advised by the
same investment advisor of another fund which is a Lender (or by an Affiliate
of such investment advisor) shall be treated as an Affiliate of such other
Lender for the purposes of this sub-clause (ii)(x)(B)) or any fund that invests
in loans and is managed or advised by any such other Lender or (y) in the case
of any Lender that is a fund that invests in loans, any other fund that invests
in loans and is managed or advised by the same investment advisor of any Lender
or by an Affiliate of such investment advisor, in each case, without the
consent of the Borrower or (iii) upon prior written notice to the
Administrative Agent and with the prior written consent of the Administrative
Agent and, unless a Default or Event of Default has occurred and is continuing
the Borrower, in each case, not to be unreasonably withheld or delayed, assign
all, or if less than all, a portion equal to at least the Minimum Assignment
Amount of its interest in any Credit Facility to one or more Persons not
referred to in sub-clause (ii) hereof (each Person taking an assignment
pursuant to this Section 12.08(3) shall be referred to as an "Assignee")
(treating any fund that invests in loans and any other fund that invests in
loans and is managed or advised by the same investment advisor of such fund or
by an Affiliate of such investment advisor as a single Assignee). No Minimum
Assignment Amount shall apply to the assignment by a Lender of all or any part
of its Commitment to (a) an Affiliate of such Lender (including its parent
company), (b) any other Lender or (c) any fund that invests in loans and is
managed or advised by such Lender or by the same investment advisor of such
Lender or by an Affiliate of such investment advisor. "Minimum Assignment
Amount" shall mean (x) in respect of Accommodations Outstanding and Commitments
under the Term Facilities, Cdn. $5,000,000 in the aggregate, and (y) in respect
of Accommodations Outstanding and Commitments under the Operating Facilities,
Cdn. $1,000,000 in the aggregate. A Lender granting a participation shall,
unless otherwise expressly provided in this Agreement, act on behalf of all of
its Participants in all dealings with the Borrower in respect of the Credit
Facilities and no Participant shall have any voting or consent rights with
respect to any matter requiring the Lenders' consent other than with respect to
the matters referred to in Section 12.01(2)(i), (ii), (iii) and the release or
termination of all or substantially all of the Security. Participants and
Assignees shall be entitled to the benefits of Section 12.06 and Section 12.07,
provided that no Participant or Assignee, as applicable, shall be entitled to
receive any greater payment, on a cumulative basis, pursuant to Section 12.06
and Section 12.07 than the Lender which granted the participation or
assignment, as applicable, would have been entitled to receive unless such
participation or assignment is effected after the occurrence and during the
continuance of a Default or Event of Default.

                  (4) The Borrower shall at the cost and expense of the
relevant Lender (other than the Borrower's legal costs) provide such
certificates, acknowledgments and further assurances in respect of this
Agreement and the Credit Facilities as such Lender may reasonably require in
connection with any participation or assignment pursuant to this Section 12.08.

                  (5) In the case of an assignment, a Lender shall deliver to
the Borrower an assignment and assumption agreement substantially in the form
of Schedule 9 by which an Assignee of the Lender assumes the obligations and
agrees to be bound by all the terms and conditions of this Agreement, all as if
the Assignee had been an original party. Upon receipt by the Administrative
Agent of a processing fee of Cdn. $3,500 from such Lender (provided that only
one such fee shall be payable in connection with multiple simultaneous
assignments to or by related funds that are advised or managed by the same
investment advisor or by affiliated investment advisors) and the assignment and

                                     CA-94
<PAGE>


assumption agreement, the Administrative Agent shall record the assignment on
the Register and the assigning Lender and the Borrower shall thereupon be
released from their respective obligations under this Agreement (to the extent
of such assignment and assumption) and shall have no liability or obligations
to each other to such extent, except in respect of matters arising prior to the
assignment.

                  (6) Any assignment or grant of participation pursuant to this
Section 12.08 will not constitute a repayment by the Borrower to the assigning
or granting Lender of any Accommodation, nor a new Accommodation to the
Borrower by such Lender or by the Assignee or Participant, as the case may be,
and the parties acknowledge that the Borrower's obligations with respect to any
such Accommodations will continue and will not constitute new obligations.

                  (7) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation (i) any pledge or
assignment to secure obligations to a Federal Reserve Bank and (ii) in the case
of any Lender that is a fund, any pledge or assignment to any holders of
obligations owned, or securities issued, by such Lender including to any
trustee for, or any other representative of, such holders; and this Section
12.08 shall not apply to any such pledge or assignment of a security interest;
provided, however, that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto.

Section 12.09     Right of Set-off

                  Upon the occurrence and during the continuance of any Event
of Default, each Lender is authorized at any time and from time to time, to the
fullest extent permitted by Law (including general principles of common law),
to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by it to or for the credit or the account of the Borrower or any Guarantor
against any and all of the obligations of the Borrower or such Guarantor, as
applicable, under any of the Credit Documents, irrespective of whether or not
the Lender has made demand under any of the Credit Documents and although such
obligations may be unmatured or contingent. Each Lender shall promptly notify
the Borrower after any set-off and application is made by it, provided that the
failure to give notice shall not affect the validity of the set-off and
application. The rights of the Lenders under this Section 12.09 are in addition
to other rights and remedies (including all other rights of set-off) which the
Lenders may have.

Section 12.10     Accommodations by Lenders

                  Unless the Administrative Agent receives notice from a Lender
prior to the date of any Accommodation that the Lender will not make its
rateable portion of the Accommodation available to the Administrative Agent,
the Administrative Agent may assume that the Lender has made its portion so
available on the date of the Accommodation and may, in reliance upon such
assumption, make a corresponding amount available to the Borrower. If the
Lender has not made its rateable portion available to the Administrative Agent,
the Lender shall pay the corresponding amount to the Administrative Agent
immediately upon demand. If the Lender pays the corresponding amount to the
Administrative Agent, the amount so paid shall constitute the Lender's part of
the Accommodation for purposes of this Agreement. If the Lender does not pay
the amount to the Administrative Agent immediately upon demand and such amount
has been made available to the Borrower, the Borrower shall pay the
corresponding amount to the Administrative Agent immediately upon demand and
any amount received and so reimbursed would not and will not constitute an


                                     CA-95
<PAGE>


Accommodation. The Administrative Agent shall also be entitled to recover from
the Lender or the Borrower, as the case may be, interest on the corresponding
amount, for each day from the date the amount was made available to the
Borrower until the date it is repaid to the Administrative Agent, at a rate per
annum equal to the Administrative Agent's cost of funds.

Section 12.11     Rateable Payments

                  Unless the Administrative Agent receives notice from the
Borrower prior to the date on which any payment is due to the Lenders that the
Borrower will not make the payment in full, the Administrative Agent may assume
that the Borrower has made the payment in full on that date and may, in
reliance upon that assumption, distribute to each Lender on the due date an
amount equal to the amount then due to such Lender. If the Borrower has not
made the payment in full, each Lender shall repay to the Administrative Agent
immediately upon demand the amount distributed to it together with interest for
each day from the date such amount was distributed to such Lender until the
date such Lender repays it to the Administrative Agent, at a rate per annum
equal to the Administrative Agent's cost of funds.

Section 12.12     Judgment Currency

                  (1) If, for the purposes of obtaining judgment in any court,
it is necessary to convert a sum due to a Lender in any currency (the "Original
Currency") into another currency (the "Other Currency"), the parties agree, to
the fullest extent that they may effectively do so, that the rate of exchange
used shall be that at which, in accordance with normal banking procedures, such
Lender could purchase the Original Currency with the Other Currency on the
Business Day preceding the day on which final judgment is given or, if
permitted by applicable Law, on the day on which the judgment is paid or
satisfied.

                  (2) The obligations of the Borrower in respect of any sum due
in the Original Currency from it to any Lender under any of the Credit
Documents shall, notwithstanding any judgment in any Other Currency, be
discharged only to the extent that on the Business Day following receipt by the
Lender of any sum adjudged to be so due in the Other Currency, the Lender may,
in accordance with normal banking procedures, purchase the Original Currency
with such Other Currency. If the amount of the Original Currency so purchased
is less than the sum originally due to the Lender in the Original Currency, the
Borrower agrees, as a separate obligation and notwithstanding the judgment, to
indemnify the Lender, against any Loss, and, if the amount of the Original
Currency so purchased exceeds the sum originally due to the Lender in the
Original Currency, the Lender shall remit such excess to the Borrower.

Section 12.13     Interest on Accounts

                  Except as may be expressly provided otherwise in this
Agreement, all amounts owed by the Borrower to the Administrative Agent and to
any of the Lenders, which are not paid when due (whether at stated maturity, on
demand, by acceleration or otherwise) shall bear interest (both before and
after default and judgment), from the date on which such amount is due until
such amount is paid in full, payable on demand, at a rate per annum equal at
all times to the lesser of (A) (i) in the case of an amount payable in U.S.
Dollars, the sum of the Base Rate (Canada) in effect from time to time, the
highest Applicable Margin in respect of Base Rate (Canada) Advances and 2%; and
(ii) in the case of an amount payable in Canadian Dollars, the sum of the
Canadian Prime Rate in effect from time to time, the highest Applicable Margin
in respect of Canadian Prime Rate Advances and 2%, and (B) in the event that
the interest rate specified in (A) is not permitted by applicable Law (i) in
the case of an amount payable in U.S. Dollars, the sum of the Base Rate
(Canada) in effect from time to time and the Applicable Margin in respect of
Base Rate (Canada) Advances in effect on such date; and (ii) in the case of an

                                     CA-96
<PAGE>

amount payable in Canadian Dollars, the sum of the Canadian Prime Rate in
effect from time to time and the Applicable Margin in respect of Canadian Prime
Rate Advances in effect on such date.

Section 12.14     Consent to Jurisdiction

                  The Borrower, each Guarantor, each Lender and the
Administrative Agent hereby irrevocably submits to the jurisdiction of any
Ontario court sitting in Toronto, Ontario in any action or proceeding arising
out of or relating to the Credit Documents and hereby irrevocably agrees that
all claims in respect of any such action or proceeding may be heard and
determined in such Ontario court. The Borrower, each Guarantor, each Lender and
the Administrative Agent hereby irrevocably waives, to the fullest extent each
may effectively do so, the defence of an inconvenient forum to the maintenance
of such action or proceeding. The Borrower, each Guarantor, each Lender and the
Administrative Agent agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by Law. Nothing in this
Agreement or in any other Credit Document shall affect any right that the
Administrative Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against any
Obligor or its properties in the courts of any jurisdiction.

Section 12.15     Severability

                  Any provision of this Agreement which is or becomes
prohibited or unenforceable in any jurisdiction, does not invalidate, affect or
impair the remaining provisions thereof and any such prohibition or
unenforceability in any jurisdiction does not invalidate or render
unenforceable such provision in any other jurisdiction.

Section 12.16     Risks of Superior Force

                  The Borrower expressly assume all risks of superior force,
such that it shall be bound to timely execute each and every of its obligations
under this Agreement notwithstanding the existence or occurrence of any event
or circumstance constituting a superior force within the meaning of Article
1693 of the Civil Code of Quebec.

Section 12.17     Good Faith and Fair Consideration

                  The Borrower acknowledges and declares that it has entered
into this Agreement freely and of its own will. In particular, the Borrower
acknowledges that this Agreement was negotiated by it and the Lenders in good
faith, and that there was no exploitation of the Borrower by the Lenders, nor
is there any serious disproportion between the consideration provided by the
Lenders and that provided by the Borrower.

Section 12.18     Illegality

                  If any Lender determines that any applicable Law has made it
unlawful, or that any Governmental Entity has asserted that it is unlawful, for
any Lender or its applicable lending office to make or maintain any
Accommodation (or to maintain its obligation to make any Accommodation), or to
participate in, issue or maintain any Documentary Credit (or maintain its
obligation to participate in or to issue any Documentary Credit), or to
determine or charge interest rates based upon any particular rate, then, on
notice thereof by such Lender to the Borrower through the Administrative Agent,
any obligation of such Lender with respect to the activity that is unlawful

                                     CA-97
<PAGE>


shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrower shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if conversion
would avoid the activity that is unlawful, convert any Accommodations, or take
any necessary steps with respect to any Documentary Credit in order to avoid
the activity that is unlawful. Upon any such prepayment or conversion, the
Borrower shall also pay accrued interest on the amount so prepaid or converted.
Each Lender agrees to designate a different lending office if such designation
will avoid the need for such notice and will not, in the good faith judgment of
such Lender, otherwise be materially disadvantageous to such Lender.

Section 12.19     Cash Management Agreements

                  (1) The maximum number of Cash Management Banks during the
Term of this Agreement shall be limited to two and the total amount of Cash
Management Debt owing at any time to any one Cash Management Bank shall not
exceed Cdn. $1,000,000.

                  (2) As of the date hereof, the Cash Management Banks are
JPMorgan Chase Bank, N.A., Toronto Branch and National Bank of Canada.

                  (3) In the event that a Cash Management Bank ceases to be a
Cash Management Bank, it shall deliver written notice thereof to the
Administrative Agent. At any time that there is less than two Cash Management
Banks, any Lender or an Affiliate of a Lender may become a Cash Management Bank
upon written notice to the Administrative Agent; provided, for greater
certainty, that the number of Cash Management Banks shall not exceed two at any
time.

                  (4) The Lender Parties acknowledge that a right of set-off
may be granted to a Cash Management Bank pursuant to the Cash Management
Agreement to which such Cash Management Bank is a party and that the exercise
of such right of set-off shall be subject to Section 10.04(4).

Section 12.20     Governing Law

                  (1) This Agreement shall be governed by and interpreted and
enforced in accordance with the laws of the Province of Ontario and the laws of
Canada applicable therein.

                  (2) Each of the Borrower and the Guarantors hereby (i)
irrevocably submits to the jurisdiction of any court sitting in the Province of
Ontario over any suit, action or proceeding arising out of or relating to this
security agreement; (ii) irrevocably agrees that all claims in respect of any
suit, action or proceeding may be heard and determined in such court; (iii)
irrevocably waives, to the fullest extent permitted by law, any objection which
it may have or hereafter have to the laying of the venue of any such suit,
action or proceeding brought in such a court and any claim that any such suit,
action or proceeding brought in such a court has been brought in an
inconvenient forum; and (iv) in the case of a Guarantor, irrevocably appoints
Marsulex Inc. (the "Process Agent"), with an office at 111 Gordon Baker Road,
Suite 300, North York, Ontario M2H 3R1 as its authorized agent to accept and
acknowledge service of any and all process which may be served in any suit,
action or proceeding, which service may be made by delivering a copy of such
process to such Guarantor in care of the Process Agent at the Process Agent's
above address for the attention of the President of the Process Agent and such
Guarantor hereby irrevocably authorizes and directs the Process Agent to accept
such service on its behalf. Each of the Borrower and the Guarantors agrees that
a final judgment in any such action or proceeding shall be conclusive and may


                                     CA-98
<PAGE>

be enforced in any other manner provided by law. Nothing in this Section shall
affect the right of the Administrative Agent and the Lender Parties to serve
process in any manner permitted by law or limit the rights of the
Administrative Agent and the Lender Parties to bring proceedings against the
Borrower or a Guarantor in the courts of any other jurisdiction.

Section 12.21     Counterparts

                  This Agreement may be executed in any number of counterparts
(including by way of facsimile) and all of such counterparts taken together
shall be deemed to constitute one and the same instrument. This Agreement and
the other Credit Documents and any separate letter agreements with respect to
fees payable to the Administrative Agent constitute the entire contract among
the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the
subject matter hereof. Except as provided in Article 6, this Agreement shall
become effective when it has been executed by the Administrative Agent and when
the Administrative Agent has received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto. Delivery of
an executed counterpart of a signature page of this Agreement by telecopy or by
sending a scanned copy by electronic mail shall be effective as delivery of a
manually executed counterpart of this Agreement.

           [The remainder of this page is intentionally left blank.]


                                     CA-99
<PAGE>

                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their respective authorized officers as of the date first above
written.


                                            MARSULEX INC., as Borrower

                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer




                                    CA-100
<PAGE>


                                            MARSULEX MONTREAL INC., as Guarantor


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer

                                            Address:      111 Gordon Baker Road
                                                          Suite 300
                                                          North York, Ontario
                                                          M2H 3R1

                                            Telephone:    (416) 496-9655
                                            Telecopier:   (416) 496-4155

                                            Attention:    Ted Irwin




                                    CA-101
<PAGE>


                                            MARSULEX ENVIRONMENTAL TECHNOLOGIES
                                            CORPORATION, as Guarantor


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer

                                            Address:      111 Gordon Baker Road
                                                          Suite 300
                                                          North York, Ontario
                                                          M2H 3R1

                                            Telephone:    (416) 496-9655
                                            Telecopier:   (416) 496-4155

                                            Attention:    Ted Irwin



                                    CA-102
<PAGE>


                                            SULEX, INC., as Guarantor


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer

                                            Address:     111 Gordon Baker Road
                                                         Suite 300
                                                         North York, Ontario
                                                         M2H 3R1

                                            Telephone:   (416) 496-9655
                                            Telecopier:  (416) 496-4155

                                            Attention:   Ted Irwin



                                    CA-103
<PAGE>


                                            MARSULEX REFINERY ENVIRONMENTAL
                                            SERVICES INC., as Guarantor


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer

                                            Address:      111 Gordon Baker Road
                                                          Suite 300
                                                          North York, Ontario
                                                          M2H 3R1

                                            Telephone:    (416) 496-9655
                                            Telecopier:   (416) 496-4155

                                            Attention:    Ted Irwin



                                    CA-104
<PAGE>


                                            SOUCAR ENTERPRISES LLC, as Guarantor


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer

                                            Address:     111 Gordon Baker Road
                                                         Suite 300
                                                         North York, Ontario
                                                         M2H 3R1

                                            Telephone:   (416) 496-9655
                                            Telecopier:  (416) 496-4155

                                            Attention:   Ted Irwin



                                    CA-105
<PAGE>


                                            INVESTIS U.S., INC., as Guarantor


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer

                                            Address:      111 Gordon Baker Road
                                                          Suite 300
                                                          North York, Ontario
                                                          M2H 3R1

                                            Telephone:    (416) 496-9655
                                            Telecopier:   (416) 496-4155

                                            Attention:    Ted Irwin




                                    CA-106
<PAGE>


                                            IT HOLDING, INC., as Guarantor

                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer

                                            Address:     111 Gordon Baker Road
                                                         Suite 300
                                                         North York, Ontario
                                                         M2H 3R1

                                            Telephone:   (416) 496-9655
                                            Telecopier:  (416) 496-4155

                                            Attention:   Ted Irwin




                                    CA-107
<PAGE>

                                            MARSULEX ENVIRONMENTAL TECHNOLOGIES,
                                            LLC, as Guarantor


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer

                                            Address:     111 Gordon Baker Road
                                                         Suite 300
                                                         North York, Ontario
                                                         M2H 3R1

                                            Telephone:   (416) 496-9655
                                            Telecopier:  (416) 496-4155

                                            Attention:   Ted Irwin




                                    CA-108
<PAGE>


                                            MARSULEX U.S. PARTNERSHIP, as
                                            Guarantor


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer

                                            Address:     111 Gordon Baker Road
                                                         Suite 300
                                                         North York, Ontario
                                                         M2H 3R1

                                            Telephone:   (416) 496-9655
                                            Telecopier:  (416) 496-4155

                                            Attention:   Ted Irwin




                                    CA-109
<PAGE>


                                            MARSULEX NOVA SCOTIA ULC, as
                                            Guarantor


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer

                                            Address:      111 Gordon Baker Road
                                                          Suite 300
                                                          North York, Ontario
                                                          M2H 3R1

                                            Telephone:    (416) 496-9655
                                            Telecopier:   (416) 496-4155

                                            Attention:    Ted Irwin



                                    CA-110
<PAGE>


                                            MARSULEX U.S. HOLDINGS, L.L.C., as
                                            Guarantor


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer

                                            Address:     111 Gordon Baker Road
                                                         Suite 300
                                                         North York, Ontario
                                                         M2H 3R1

                                            Telephone:   (416) 496-9655
                                            Telecopier:  (416) 496-4155

                                            Attention:   Ted Irwin






                                    CA-111
<PAGE>



                                            4086554 CANADA INC., as Guarantor


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer

                                            Address:      111 Gordon Baker Road
                                                          Suite 300
                                                          North York, Ontario
                                                          M2H 3R1

                                            Telephone:    (416) 496-9655
                                            Telecopier:   (416) 496-4155

                                            Attention:    Ted Irwin



                                    CA-112
<PAGE>

                                            BANK OF MONTREAL, as Administrative
                                            Agent


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer


                                            Per:
                                                ------------------------------
                                                 Authorized Signing Officer

                                            Address:     100 King Street West
                                                         1 First Canadian Place
                                                         4th Floor
                                                         Toronto, Ontario
                                                         M5X 1H3


                                            Telephone:   (416) 359-4565
                                            Telecopier:  (416) 867-5938

                                            Attention:   Kitty Chan
                                                         Deal Specialist, Agent
                                                         Bank Services




                                    CA-113
<PAGE>


Operating                                     BANK OF MONTREAL, as Operating
Commitment:           Cdn. $6,000,000         Lender, Tranche A Lender,
                                              Tranche B Lender and
                                              Documentary Credit Lender


Tranche A
Commitment:           Cdn. $21,000,000
                                              Per:_________________________
Tranche B                                         Authorized Signing Officer
Commitment:           Cdn. $3,000,000

Documentary Credit
Commitment:           U.S. $5,000,000
                                              Per:_________________________
                                                  Authorized Signing Officer

                                              Address:    100 King Street West
                                                          1 First Canadian Place
                                                          4th Floor
                                                          Toronto, Ontario
                                                          M5X 1H3

                                              Telephone:  (416) 359-6890
                                              Telecopier: (416) 359-7796

                                              Attention:  Robert Wright




                                    CA-114
<PAGE>


Operating                                   BANK OF AMERICA, N.A., acting
Commitment:    Cdn. $4,000,000              through its Canada Branch, as
                                            Operating Lender, Tranche A Lender
                                            and Tranche B Lender

Tranche A
Commitment:    Cdn. $14,000,000
                                            Per:_________________________
Tranche B                                       Authorized Signing Officer
Commitment:    Cdn. $2,000,000

                                            Per:_________________________
                                                Authorized Signing Officer

                                            Address:    200 Front Street West
                                                        Suite 2700
                                                        Toronto, Ontario
                                                        M5B 3L2

                                            Telephone:  (416) 349-5496
                                            Telecopier: (416) 349-4282

                                            Attention: Nelson Lam VP




                                    CA-115
<PAGE>



Operating                                  CANADIAN IMPERIAL BANK OF COMMERCE,
Commitment:    Cdn. $4,000,000             as Operating Lender, Tranche A Lender
                                           and Tranche B Lender

Tranche A
Commitment:    Cdn. $14,000,000
                                           Per:_________________________
Tranche B                                      Authorized Signing Officer
Commitment:    Cdn. $2,000,000

                                           Per:_________________________
                                               Authorized Signing Officer

                                           Address:    199 Bay Street, 3rd Floor
                                                       Commerce Court West
                                                       Toronto, Ontario
                                                       M5L 1A2

                                           Telephone:  (416) 980-5170
                                           Telecopier: (416) 980-5011

                                           Attention:  Sandra Seaton Barnes






                                    CA-116
<PAGE>


Operating                                 NATIONAL BANK OF CANADA, as Operating
Commitment:   Cdn. $4,000,000             Lender, Tranche A Lender and Tranche B
                                          Lender

Tranche A
Commitment:   Cdn. $14,000,000
                                          Per:_________________________
Tranche B                                     Authorized Signing Officer
Commitment:   Cdn. $2,000,000

                                          Per:_________________________
                                              Authorized Signing Officer

                                          Address:      The Exchange Tower
                                                        130 King Street West
                                                        Suite 820, P.O. Box 428
                                                        Toronto, Ontario
                                                        M5X 1E3

                                          Telephone:    (416) 864-7550
                                          Telecopier:   (416) 864-7819

                                          Attention:    Larry S. Yamamoto





                                    CA-117


Operating                                  JPMORGAN CHASE BANK, N.A., TORONTO
Commitment:     Cdn. $2,000,000            BRANCH, as Operating Lender, Tranche
                                           A Lender and Tranche B Lender

Tranche A
Commitment:     Cdn. $7,000,000
                                           Per:_________________________
Tranche B                                      Authorized Signing Officer
Commitment:     Cdn. $1,000,000

                                           Per:_________________________
                                               Authorized Signing Officer

                                           Address:     Royal Bank Plaza
                                                        Floor 1800
                                                        Toronto, Ontario
                                                        M5J 2J2

                                           Telephone:   (416) 981-9123
                                           Telecopier:  (416) 981-9138

                                           Attention:   Christine Chan



                                    CA-118