<PAGE>

                                                                    EXHIBIT 4.15

                                                                  EXECUTION COPY

                                FIFTH AMENDMENT

                  FIFTH AMENDMENT, dated as of February 13, 2004 (this
"Amendment"), to the CREDIT AGREEMENT, dated as of December 20, 2001 (as amended
prior to the date hereof, the "Existing Credit Agreement"), among COLLINS &
AIKMAN PRODUCTS CO., a Delaware corporation (the "Company"), COLLINS & AIKMAN
CANADA INC., a Canadian corporation, COLLINS & AIKMAN PLASTICS, LTD., a Canadian
corporation, COLLINS & AIKMAN CORPORATION, a Delaware corporation ("Holdings"),
the financial institutions parties thereto (the "Lenders"), CREDIT SUISSE FIRST
BOSTON, as syndication agent, DEUTSCHE BANK SECURITIES INC. and MERRILL LYNCH
CAPITAL CORPORATION, as co-documentation agents, JPMORGAN CHASE BANK, a New York
banking corporation ("JPMorgan Chase Bank"), as administrative agent (in such
capacity, the "Administrative Agent"), and JPMORGAN CHASE BANK, TORONTO BRANCH,
a Foreign Bank Branch under the Bank Act (Canada), as Canadian administrative
agent. This Fifth Amendment is entered into by and among the Company, Holdings,
the Lenders party hereto, the Supplemental Revolving Lenders party hereto, the
Tranche A-l Term Lenders party hereto, the Administrative Agent, the Collateral
Agent, the Canadian Administrative Agent and the Canadian Collateral Agent.

                  WHEREAS, pursuant to the Existing Credit Agreement, the
Lenders have agreed to make and have made certain loans to the Borrowers;

                  WHEREAS, the Company has requested that the Existing Credit
Agreement be modified in the manner provided for in this Amendment, and the
Lenders are willing to agree to such modifications as provided for in this
Amendment; and

                  WHEREAS, the Company has requested that the Supplemental
Revolving Lenders and the Tranche A-l Term Lenders party hereto commit to become
Lenders hereto for the purpose of adding two new facilities under the Credit
Agreement;

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                  1.       Defined Terms. Capitalized terms used and not defined
herein shall have the meanings given to them in the Amended Credit Agreement
(as defined below).

                  2.       Amendment of the Existing Credit Agreement.

                           (a)      On the Effective Date, the Existing Credit
         Agreement is hereby amended to read in its entirety as set forth in
         Annex A hereto (the "Amended Credit Agreement"), without any further
         actions required for the effectiveness of such Amended Credit
         Agreement. On the Effective Date, the terms "Agreement," "this
         Agreement," "herein," "hereinafter," "hereto," "hereof" and words of
         similar import, as used in the Amended Credit Agreement, shall, unless
         the context otherwise requires, refer to the Amended Credit Agreement,
         and the term "Credit Agreement," as used in the other Loan Documents,
         shall mean the Amended Credit Agreement.

                           (b)      All Loans and Letters of Credit outstanding
         under the Existing Credit Agreement on the Effective Date shall
         continue to be outstanding under the Amended Credit Agreement and from
         and after the Effective Date the terms of the Amended Credit Agreement
         will govern the rights of the Lenders with respect thereto.

                           (c)      On the Effective Date, the Supplemental
         Revolving Lenders will provide a new $100,000,000 revolving credit
         facility ("Supplemental Revolving Credit Facility") to the Company

<PAGE>

         under the Amended Credit Agreement which will be available for
         revolving credit loans and letters of credit, as provided in the
         Amended Credit Agreement.

                           (d)      On the Effective Date, the Tranche A-l Term
         Lenders will make Tranche A-l Term Loans in the aggregate principal
         amount of $185,000,000 to the Company under the Amended Credit
         Agreement, the Net Proceeds of which (which will be deemed to be
         $181,500,000) will be used to prepay Tranche A Term Loans and Tranche B
         Term Loans ratably in the direct order of maturity.

                           (e)      On the Effective Date and after giving
         effect to the prepayments described in clause (d) above, Schedule 2.11
         of the Existing Credit Agreement is hereby amended to read in its
         entirety as set forth in Annex B hereto.

                           (f)      On the Effective Date, the Exhibits to the
         Existing Credit Agreement are hereby amended by adding Exhibit A-8 and
         Exhibit A-9 thereto as set forth in Annexes C-l and C-2 hereto,
         respectively. Except as expressly provided herein, no other Exhibits or
         Schedules shall be deemed modified or amended by this Fifth Amendment.

                  3.       Addition of Lenders.

                           (a)      By its signature below, each Supplemental
         Revolving Lender shall become a Lender party to the Credit Agreement
         and the other Loan Documents with all rights, powers and obligations
         of a Lender thereunder and with a Supplemental Revolving Credit Linked
         Deposit Amount as set forth on Schedule I attached hereto.

                           (b)      By its signature below, each Tranche A-l
         Term Lender shall become a Lender party to the Credit Agreement and the
         other Loan Documents with all rights, powers and obligations of a
         Lender thereunder and with a Tranche A-l Term Loan Commitment as set
         forth on Schedule II attached hereto.

                  4.       Representations and Warranties. The Company hereby
represents and warrants to the Administrative Agent and the Lenders that, as of
the date hereof and after giving effect to the amendments contained herein:

                           (a)      No Default or Event of Default has occurred
         and is continuing.

                           (b)      The execution, delivery and performance by
         the Company of this Amendment has been duly authorized by all necessary
         corporate and other action and does not and will not require any
         registration with, consent or approval of, notice to or action by, any
         person (including any Governmental Authority) in order to be effective
         and enforceable, other than the consent of the Lenders and other
         parties hereto being obtained hereby. The Existing Credit Agreement as
         amended by this Amendment constitutes the legal, valid and binding
         obligation of Holdings and the Borrowers, enforceable against each in
         accordance with its terms, subject to applicable bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium or other
         laws affecting creditors' rights generally and subject to general
         principles of equity, regardless of whether considered in a proceeding
         in equity or at law.

                           (c)      The amount of Obligations permitted to be
         incurred by Holdings and its Subsidiaries under the covenants
         contained in the Subordinated Notes Indenture and Senior Unsecured
         Notes Indenture is sufficient to permit the Obligations (including,
         without limitation, the Obligations under the Revolving Credit Facility
         and the Supplemental Revolving Credit Facility, if fully drawn,

                                        2
<PAGE>

         and in respect of the Tranche A-l Term Loans) which may be incurred (in
         the case of Obligations not being incurred on the date hereof or not
         outstanding on the date hereof) and to be incurred or to be outstanding
         (in the case of Obligations outstanding on the date hereof). All such
         Obligations of the Company will constitute Senior Indebtedness (as
         defined in the Subordinated Notes Indenture), and all such Obligations
         of the Subsidiary Guarantor will constitute Senior Guarantor
         Indebtedness (as defined in the Subordinated Notes Indenture).

                           (d)      The representations and warranties set forth
         in each Loan Document are true and correct in all material respects as
         of the date hereof, except to the extent such representations and
         warranties relate to an earlier date and except to the extent the
         matters contemplated by Section 6 hereof are permitted to occur
         following the Effective Date.

                  5.       Conditions Precedent to Effectiveness. This Amendment
shall become effective on the date on which each of the following conditions is
satisfied (the "Effective Date"):

                           (a)      This Amendment shall have been executed and
         delivered by a duly authorized officer of each of Holdings, the
         Borrowers, the Administrative Agent, the Required Lenders under the
         Existing Credit Agreement, each Supplemental Revolving Lender and each
         Tranche A-l Term Lender.

                           (b)      The Administrative Agent shall have received
         a certificate of the Company, dated as of the Effective Date,
         substantially in the form of Annex D hereto, executed by any
         Responsible Officer and the Secretary or any Assistant Secretary of the
         Company.

                           (c)      The Administrative Agent shall have received
         the following executed legal opinions:

                           (i)      the executed legal opinion of Jay Knoll,
                  Esq., general counsel to the Company, in form and substance
                  reasonably satisfactory to the Administrative Agent; and

                           (ii)     the executed legal opinion of Cahill Gordon
                  & Reindel LLP, special counsel to the Company, in form and
                  substance reasonably satisfactory to the Administrative Agent.

                           Each such legal opinion shall cover such matters
         incident to this Amendment as the Administrative Agent may reasonably
         require and may be subject to such qualifications and exceptions as are
         customary for opinions of the type concerned.

                           (d)      The Administrative Agent shall have received
         a confirmation, substantially in the form of Annex E-l hereto, executed
         and delivered by Holdings, the Company and each Guarantor (other than
         the Canadian Guarantors) confirming their respective continuing
         obligations under the Guarantee and Collateral Agreement and the other
         U.S. Security Documents.

                           (e)      The Canadian Administrative Agent shall have
         received a confirmation, substantially in the form of Annex E-2
         hereto, executed and delivered by the Canadian Borrowers and each
         Canadian Guarantor confirming their respective continuing obligations
         under the Canadian Guarantee and Collateral Agreement and the other
         Canadian Security Documents.

                           (f)      The Administrative Agent shall have received
         all fees and other amounts due and payable on or prior to the Effective
         Date, including, to the extent invoiced, reimbursement or payment of
         all reasonable out-of-pocket expenses (including reasonable fees,
         charges and disburse-

                                        3
<PAGE>

         ments of counsel) required to be reimbursed or paid by any Loan Party
         hereunder or under any other Loan Document.

                  6.       Mortgages and Further Assurances.

                           (a)      To the extent not waived or extended by the
         Administrative Agent in its discretion, within 60 days following the
         Effective Date, the Company and the Canadian Borrowers shall (i)
         execute and deliver to the Applicable Collateral Agent such amendments
         or other modifications to the U.S. Mortgages and the Canadian Mortgages
         or such other documents as the Applicable Collateral Agent deems
         reasonably necessary or advisable to continue its first priority
         security interest (subject to Liens expressly permitted by the
         applicable U.S. Mortgages and the Canadian Mortgages and Section 6.04
         of the Existing Credit Agreement) in the U.S. Mortgaged Properties and
         the Canadian Mortgaged Properties, as the case may be, and (ii) deliver
         bring-down title searches, local counsel legal opinions or title
         insurance endorsements as are reasonably requested by the Applicable
         Collateral Agent to confirm the continued validity of the local counsel
         legal opinions previously provided and title insurance policies
         previously issued relating to the U.S. Mortgaged Properties and the
         Canadian Mortgaged Properties, as modified or amended. In the event
         that a bring-down title search discloses a Lien not expressly permitted
         by the applicable U.S. Mortgages and Canadian Mortgages and Section
         6.04 of the Existing Credit Agreement), the Company and the Borrowers
         shall within 90 days following the Effective Date (unless extended or
         waived by the Administrative Agent following a reasonable request by
         the Company) cause such Liens to be released, terminated or satisfied
         pursuant to documentation reasonably satisfactory to the Administrative
         Agent. The failure to have done the foregoing prior to the Effective
         Date will not constitute a breach of the Credit Agreement.

                           (b)      Following the Effective Date, to the extent
         reasonably requested by the Applicable Collateral Agent as being
         required as a result of this Amendment, the Company shall, and shall
         cause the relevant Borrower or Guarantor to, provide any document
         (including any Uniform Commercial Code financing statement or its
         equivalent in the relevant Canadian jurisdiction) under the applicable
         Security Documents or applicable law to be filed, registered or
         recorded in order to create in favor of the Applicable Collateral
         Agent, for the benefit of the Secured Parties, a perfected Lien on the
         Collateral described therein, prior and superior in right to any other
         person (other than with respect to Liens expressly permitted by
         Section 6.04 of the Existing Credit Agreement or otherwise under the
         Security Documents), in proper form for filing, registration or
         recordation. The failure to have made any such requested filings prior
         to the Effective Date will not constitute a breach of the Credit
         Agreement.

                  7.       Expenses. The Company agrees to pay or reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and disbursements of
Simpson Thacher & Bartlett LLP, counsel for the Administrative Agent.

                  8.       Governing Law; Counterparts.(a) This Amendment and
the rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New York.

                  (b)      This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.

                                        4
<PAGE>

         IN WITNESS WHEREOF, the Company, the Canadian Borrowers, Holdings, the
Agents, the Leaders, the Supplemental Revolving Lenders and the Tranche A-1 Term
Lenders have caused this Amendment to be duly executed by their respective
authorized officers as of the day and year first above written.

                               COLLINS & AIKMAN PRODUCTS CO.

                               By: /s/ J. Michael Stepp
                                   ----------------------------------------
                                   Name: J. Michael Stepp
                                   Title: President

                               COLLINS & AIKMAN CORPORATION

                               By: /s/ J. Michael Stepp
                                   ----------------------------------------
                                   Name: J. Michael Stepp
                                   Title: President

                               COLLINS & AIKMAN CANADA INC.

                               By: /s/ J. Michael Stepp
                                   ----------------------------------------
                                   Name: J. Michael Stepp
                                   Title: President

                               COLLINS & AIKMAN PLASTICS LTD.

                               By: /s/ J. Michael Stepp
                                   ----------------------------------------
                                   Name: J. Michael Stepp
                                   Title: President

<PAGE>

                              JPMORGAN CHASE BANK, as Administrative
                              Agent, Collateral Agent and as a Lender

                              By: /s/ Richard W. Duker
                                  -------------------------------
                                  Name: Richard W. Duker
                                  Title: Managing Director

                              JPMORGAN CHASE BANK, TORONTO
                              BRANCH, as Canadian Administrative Agent,
                              Canadian Collateral Agent and as a Lender

                              By: _______________________________
                                  Name:
                                  Title:

<PAGE>

                                    JPMORGAN CHASE BANK, as Administrative
                                    Agent, Collateral Agent and as a Lender

                                    By: _______________________________
                                        Name:
                                        Title:

                                    JPMORGAN CHASE BANK, TORONTO
                                    BRANCH, as Canadian Administrative Agent
                                    Canadian Collateral Agent and as a Lender

                                    By: /s/ Drew McDonald
                                        -------------------------------
                                        Name: Drew McDonald
                                        Title: Vice President
<PAGE>

                                   FINAL COMPOSITE COPY AS AMENDED BY AMENDMENTS
                                                                        NOS. 1-5

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

                                CREDIT AGREEMENT

                          Dated as of December 20, 2001

                                      among

                         COLLINS & AIKMAN PRODUCTS CO.,
                                  as Borrower,

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

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

                          COLLINS & AIKMAN CORPORATION,

                            THE LENDERS NAMED HEREIN,

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

                           CREDIT SUISSE FIRST BOSTON,
                              as Syndication Agent,

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                                       and

                      JPMORGAN CHASE BANK, TORONTO BRANCH,
                        as Canadian Administrative Agent

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

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

                                       and

         J.P. MORGAN SECURITIES INC. and DEUTSCHE BANK SECURITIES INC.,
               as Joint Lead Arrangers and Joint Lead Bookrunners
  for the Supplemental Revolving Credit Facility and the Tranche A-1 Term Loans

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
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ARTICLE I. DEFINITIONS..................................................................................       2

     SECTION 1.01.   Defined Terms......................................................................       2
     SECTION 1.02.   Terms Generally....................................................................      37

ARTICLE II. THE CREDITS.................................................................................      37

     SECTION 2.01.   Loans; Commitments.................................................................      37
     SECTION 2.02.   Loans..............................................................................      44
     SECTION 2.03.   Notice of Borrowings...............................................................      47
     SECTION 2.04.   Notes; Repayment of Loans..........................................................      48
     SECTION 2.05.   Fees...............................................................................      49
     SECTION 2.06.   Interest on Loans..................................................................      50
     SECTION 2.07.   Default Interest...................................................................      51
     SECTION 2.08.   Alternate Rate of Interest.........................................................      51
     SECTION 2.09.   Termination and Reduction of Commitments and Total Supplemental
                           Revolving Credit Linked Deposit Amount.......................................      51
     SECTION 2.10.   Conversion and Continuation of Term Loans..........................................      52
     SECTION 2.11.   Repayment of Tranche A Term, Tranche A-1 Term and Tranche B Term Borrowings........      54
     SECTION 2.12.   Prepayment.........................................................................      54
     SECTION 2.13.   Reserve Requirements; Change in Circumstances......................................      57
     SECTION 2.14.   Change in Legality.................................................................      59
     SECTION 2.15.   Indemnity..........................................................................      59
     SECTION 2.16.   Pro Rata Treatment.................................................................      60
     SECTION 2.17.   Payments...........................................................................      60
     SECTION 2.18.   Taxes..............................................................................      61
     SECTION 2.19.   Issuance of Letters of Credit......................................................      64
     SECTION 2.20.   Participations; Unconditional Obligations..........................................      65
     SECTION 2.21.   Letter of Credit Fee...............................................................      66
     SECTION 2.22.   Agreement To Repay Letter of Credit Disbursements..................................      66
     SECTION 2.23.   Letter of Credit Operations........................................................      67
     SECTION 2.24.   Cash Collateralization.............................................................      68
     SECTION 2.25.   Termination and Reduction of Letter of Credit Commitment...........................      68
     SECTION 2.26.   Bankers' Acceptances...............................................................      69
     SECTION 2.27.   Reallocation.......................................................................      71
     SECTION 2.28.   Permitted Indebtedness.............................................................      72

ARTICLE III. REPRESENTATIONS AND WARRANTIES.............................................................      73

     SECTION 3.01.   Organization, Corporate Powers.....................................................      73
     SECTION 3.02.   Authorization......................................................................      73
     SECTION 3.03.   Enforceability.....................................................................      73
     SECTION 3.04.   Approvals..........................................................................      73
     SECTION 3.05.   Use of Proceeds....................................................................      74
     SECTION 3.06.   Federal Reserve Regulations........................................................      74
     SECTION 3.07.   Options for Capital Stock..........................................................      74
     SECTION 3.08.   Security Documents.................................................................      74
</TABLE>

                                       -i-
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     SECTION 3.09.   Financial Statements...............................................................      75
     SECTION 3.10.   No Material Adverse Change.........................................................      76
     SECTION 3.11.   Title to Properties; Possession Under Leases.......................................      77
     SECTION 3.12.   Subsidiaries.......................................................................      77
     SECTION 3.13.   Litigation; Compliance with Laws...................................................      77
     SECTION 3.14.   Agreements.........................................................................      78
     SECTION 3.15.   Investment Company Act.............................................................      78
     SECTION 3.16.   Public Utility Holding Company Act.................................................      78
     SECTION 3.17.   Tax Returns........................................................................      78
     SECTION 3.18.   No Material Misstatements..........................................................      78
     SECTION 3.19.   Employee Benefit Plans.............................................................      79
     SECTION 3.20.   Labor Matters......................................................................      79
     SECTION 3.21.   Environmental Matters..............................................................      79
     SECTION 3.22.   Solvency...........................................................................      80
     SECTION 3.23.   Absence of Certain Restrictions....................................................      81
     SECTION 3.24.   No Foreign Assets Control Regulation Violation.....................................      81
     SECTION 3.25.   Insurance..........................................................................      81
     SECTION 3.26.   Certain Other Representations......................................................      81
     SECTION 3.27.   Senior Debt........................................................................      82

ARTICLE IV. CONDITIONS..................................................................................      82

     SECTION 4.01.   All Credit Events..................................................................      82
     SECTION 4.02.   Conditions to Effectiveness........................................................      82

ARTICLE V. AFFIRMATIVE COVENANTS........................................................................      86

     SECTION 5.01.   Existence; Businesses and Properties...............................................      87
     SECTION 5.02.   Insurance..........................................................................      87
     SECTION 5.03.   Taxes..............................................................................      87
     SECTION 5.04.   Financial Statements, Reports, Amendments, etc.....................................      88
     SECTION 5.05.   Litigation and Other Notices.......................................................      90
     SECTION 5.06.   ERISA..............................................................................      90
     SECTION 5.07.   Maintaining Records; Access to Properties and Inspections..........................      90
     SECTION 5.08.   Use of Proceeds....................................................................      91
     SECTION 5.09.   Further Assurances.................................................................      91
     SECTION 5.10.   Change in Ownership................................................................      91
     SECTION 5.11.   Fiscal Year; Accounting............................................................      91
     SECTION 5.12.   Dividends..........................................................................      91
     SECTION 5.13.   Interest Rate Protection...........................................................      91
     SECTION 5.14.   Corporate Separateness.............................................................      91
     SECTION 5.15.   Business of Restricted Subsidiaries................................................      92
     SECTION 5.16.   Business of Waterstone Insurance, Inc..............................................      92
     SECTION 5.17.   Collateral, etc....................................................................      92
     SECTION 5.18.   Additional Collateral..............................................................      93
     SECTION 5.19.   Landlord Waivers...................................................................      96

ARTICLE VI. NEGATIVE COVENANTS..........................................................................      96

     SECTION 6.01.   Indebtedness.......................................................................      96
     SECTION 6.02.   Dividends and Distributions........................................................      99
     SECTION 6.03.   Capital Expenditures...............................................................     100
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
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     SECTION 6.04.   Liens..............................................................................     101
     SECTION 6.05.   Priority of Loan Payments..........................................................     103
     SECTION 6.06.   Sale and Lease-Back Transactions...................................................     104
     SECTION 6.07.   Investments, Loans and Advances....................................................     104
     SECTION 6.08.   Mergers, Consolidations, Sales of Assets and Acquisitions..........................     106
     SECTION 6.09.   Transactions with Affiliates and Stockholders......................................     108
     SECTION 6.10.   Modification of Certain Instruments................................................     109
     SECTION 6.11.   Amendment of Constitutive Documents; Change in Corporate Structure.................     109
     SECTION 6.12.   Business of Holdings and Restricted Subsidiaries...................................     110
     SECTION 6.13.   Restrictive Agreements.............................................................     110
     SECTION 6.14.   Interest Coverage Ratio............................................................     110
     SECTION 6.15.   Leverage Ratio.....................................................................     110
     SECTION 6.16.   Tax Sharing........................................................................     111
     SECTION 6.17.   Inactive Subsidiaries..............................................................     111
     SECTION 6.18.   Amendments to Transaction Documents; Certain Actions under Transaction Documents...     111

ARTICLE VII. EVENTS OF DEFAULT..........................................................................     111

ARTICLE VIII. AGENTS....................................................................................     114

ARTICLE IX. MISCELLANEOUS...............................................................................     117

     SECTION 9.01.   Notices............................................................................     117
     SECTION 9.02.   Survival of Agreement..............................................................     118
     SECTION 9.03.   Binding Effect.....................................................................     118
     SECTION 9.04.   Successors and Assigns.............................................................     119
     SECTION 9.05.   Expenses; Indemnity................................................................     122
     SECTION 9.06.   Right of Set-off; Sharing..........................................................     124
     SECTION 9.07.   Applicable Law.....................................................................     125
     SECTION 9.08.   Waivers; Amendment.................................................................     125
     SECTION 9.09.   Interest Rate Limitation...........................................................     126
     SECTION 9.10.   Entire Agreement...................................................................     126
     SECTION 9.11.   Waiver of Jury Trial...............................................................     126
     SECTION 9.12.   Severability.......................................................................     126
     SECTION 9.13.   Counterparts.......................................................................     126
     SECTION 9.14.   Headings...........................................................................     127
     SECTION 9.15.   Jurisdiction; Consent to Service of Process........................................     127
     SECTION 9.16.   Conversion of  Currencies..........................................................     127
     SECTION 9.17.   Releases of Guarantees and Liens...................................................     128
     SECTION 9.18.   Confidentiality....................................................................     128
</TABLE>

                                     -iii-
<PAGE>

Exhibits

Exhibit A-1       Revolving Credit Note
Exhibit A-2       Tranche A Term Note
Exhibit A-3       Tranche B Term Note
Exhibit A-4       Swingline Note
Exhibit A-5       Canadian Revolving Credit Note
Exhibit A-6       Additional Revolving Credit Note
Exhibit A-7       Intercompany Note
Exhibit A-8       Supplemental Revolving Credit Note
Exhibit A-9       Tranche A-1 Term Note
Exhibit B         Assignment and Acceptance
Exhibit C         Administrative Questionnaire
Exhibit D         Form of Opinion
Exhibit E         Form of Compliance Certificate
Exhibit F-1       Form of Guarantee and Collateral Agreement
Exhibit F-2       Form of Canadian Guarantee and Collateral Agreement
Exhibit G-1       Form of U.S. Mortgage
Exhibit G-2       Form of Canadian Mortgage

Schedules

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

                                      -iv-
<PAGE>

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

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

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

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

<PAGE>

                                                                               2

of which the amount set forth in Section 4.02(c)(vii) is expected to be funded
on the Closing Date (the "Receivables Facility Proceeds").

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

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

                                   ARTICLE I.

                                   DEFINITIONS

                  SECTION 1.01. Defined Terms. In addition to the terms defined
above, as used in this Agreement the following terms shall have the meanings
specified below:

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

                           "ABR Loan" shall mean any ABR Tranche A Term Loan,
         ABR Tranche A-1 Term Loan, ABR Tranche B Term Loan, ABR Revolving Loan,
         ABR Supplemental Revolving Loan or Swingline Loan.

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

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

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

                           "ABR Tranche A-1 Term Loan" shall mean any Tranche
         A-1 Term Loan bearing interest at a rate determined by reference to the
         Alternate Base Rate in accordance with the provisions of Article II.

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

<PAGE>

                                                                               3

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

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

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

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

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

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

                           "Adjusted LIBO Rate" shall mean, with respect to any
         Eurodollar Borrowing for any Interest Period and for purposes of
         determining the Supplemental Revolving Eurodollar Rate for any Interest
         Period pursuant to Section 2.01(o), an interest rate per annum (rounded
         upwards, if necessary, to the next 1/16 of 1%) equal to the product of
         (a) the greater of (i) the LIBO Rate in effect for such Interest Period
         and (ii) (x) 2% per annum with respect to Eurodollar Tranche A-1 Term
         Loans and Eurodollar Supplemental Revolving Loans and for purposes of
         determining the Supplemental Revolving Eurodollar Rate pursuant to
         Section 2.01(o) and (y) 3% per annum otherwise and (b) Statutory
         Reserves. For purposes hereof, (a) if at least two offered rates for
         deposits in dollars for a period comparable to the applicable Interest
         Period appear on page 3750 (or any successor page) of the Dow Jones
         Telerate Screen as of 11:00 a.m., London time, on the day that is two
         Business Days prior to the first day of such Interest Period, the term
         "LIBO Rate" shall mean the arithmetic mean of all such offered rates
         and (b) if fewer than two such offered rates so appear on page 3750 (or
         any successor page) of the Dow Jones Telerate Screen, the term "LIBO
         Rate" shall mean the rate (rounded upwards, if necessary, to the next
         1/16 of 1%) at which dollar deposits approximately equal in principal
         amount to JPMorgan Chase Bank's portion (or, if JPMorgan Chase Bank
         shall not have any portion, the portion of the Lender having the
         largest applicable Type of Loan) of the applicable Eurodollar Borrowing
         (or, in the case of a determination of the Supplemental Revolving
         Eurodollar Rate pursuant to Section 2.01(o), an amount reasonably
         determined by the Administrative Agent) and for a period comparable to
         the applicable Interest Period are offered to

<PAGE>

                                                                               4

         JPMorgan Chase Bank's office in which its eurodollar operations in
         respect of eurodollar loans are being conducted in immediately
         available funds in the eurodollar market at approximately 11:00 a.m.,
         New York time, on the day that is two Business Days prior to the first
         day of such Interest Period.

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

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

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

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

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

                           "Alternate Base Rate" shall mean, for any day, a rate
         per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal
         to the greatest of (a) the Prime Rate in effect on such day, (b) the
         Base CD Rate in effect on such day plus 1% and (c) the Federal Funds
         Effective Rate in effect on such day plus 1/2 of 1%. For purposes
         hereof, "Prime Rate" shall mean the rate of interest per annum (which
         shall not be less than 4%) publicly announced from time to time by
         JPMorgan Chase Bank as its prime rate for dollars in effect at its
         principal office in New York City; each change in the Prime Rate shall
         be effective on the date such change is publicly announced as being
         effective. "Base CD Rate" shall mean the sum of (a) the product of (i)
         the Three-Month Secondary CD Rate and (ii) Statutory Reserves and (b)
         the Assessment Rate. "Three-Month Secondary CD Rate" shall mean, for
         any day, the secondary market rate for three-month certificates of
         deposit reported as being in effect on such day (or, if such day shall
         not be a Business Day, the next preceding Business Day) by the Board
         through the public information telephone line of the Federal Reserve
         Bank of New York (which rate will, under the current practices of the
         Board, be published in Federal Reserve Statistical Release H.15(519)
         during the week following such day), or, if such rate shall not be so
         reported on such day or such next preceding Business Day, the average
         of the secondary market quotations for three-month certificates of
         deposit of major money center banks in New York City received at
         approximately 10:00 a.m., New York City time, on such day (or, if such
         day shall not be a Business Day, on the next preceding Business Day) by
         the Administrative Agent from three New York City negotiable
         certificate of deposit dealers of recognized standing selected by it.
         "Federal Funds Effective Rate" shall mean, for any day, the weighted
         average of the rates on overnight Federal funds transactions with
         members of the Federal Reserve System arranged by Federal funds
         brokers, as published on the next succeeding Business Day by the
         Federal Reserve Bank of New York, or, if such rate is not so published
         for any day which is a Business Day, the average of the quotations for
         the day of such transactions received by the Administrative Agent from
         three Federal funds brokers of recognized standing selected by it. If
         for any reason the Administrative Agent shall have determined (which
         determination shall be conclusive absent manifest error) that it is
         unable to ascertain the Base CD Rate or the Federal Funds Effective
         Rate or both for any reason, including the inability or failure of the
         Administrative Agent to obtain sufficient quotations in accordance with
         the terms thereof, the Alternate Base Rate shall be determined without
         regard to clause (b) or (c), or both, of the first sentence of this
         definition, as appropriate, until the circumstances giving rise to such

<PAGE>

                                                                               5

         inability no longer exist. Any change in the Alternate Base Rate due to
         a change in the Prime Rate, the Base CD Rate or the Federal Funds
         Effective Rate shall be effective on the effective date of such change
         in the Prime Rate, the Base CD Rate or the Federal Funds Effective
         Rate, respectively. For the purposes of any Canadian Revolving Credit
         Borrowing, Alternate Base Rate means the rate of interest per annum
         equal to the greater of (a) the floating annual rate of interest
         calculated from time to time by the Canadian Administrative Agent as
         the base rate which it will use to determine rates of interest on
         dollar Borrowings to customers in Canada and designated as its U.S.
         base rate and (b) the Federal Funds Effective Rate in effect on such
         day plus 1/2 of 1%.

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

                           "Applicable Collateral Agent" shall mean (i) for the
         Lenders, with respect to the U.S. Security Documents, the Collateral
         Agent and (ii) for the Canadian Lenders, with respect to the Canadian
         Security Documents, the Canadian Collateral Agent.

                           "Applicable Excess Cash Flow Prepayment Percentage"
         shall mean initially 75% or, if the Applicable Level at any time is
         higher than Level III, the Excess Cash Flow Prepayment Percentage set
         forth in Schedule 1.01(B) opposite the Applicable Level in effect on
         the last day of the fiscal year to which the prepayment relates.

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

                           "Applicable Margin" shall mean (i) with respect to
         Revolving Loans, Swingline Loans, Tranche A Term Loans, B/As and
         Canadian Prime Rate Loans, (a) for any date on or after the Closing
         Date to but excluding the first day after delivery of the financial
         statements of Holdings for the fiscal quarter of Holdings ending June
         30, 2002, (x) with respect to Revolving Loans, Swingline Loans and
         Tranche A Term Loans which are Eurodollar Loans and B/As, 3.75% and (y)
         with respect to Revolving Loans, Swingline Loans and Tranche A Term
         Loans which are ABR Loans and Canadian Prime Rate Loans, 2.75% and (b)
         for any date on or after the first day after delivery of the financial
         statements referred to in the immediately preceding clause (a) above,
         the applicable margin set forth on Schedule 1.01(A) opposite the
         Applicable Level, in each case as of the last day of the Holdings'
         fiscal quarter most recently ended as of such date; (ii) with respect
         to Tranche B Term Loans, (a) with respect to Tranche B Term Loans which
         are Eurodollar Loans, 4.00% and (b) with respect to Tranche B Term
         Loans which are ABR Loans, 3.00%; and (iii) with respect to
         Supplemental Revolving Loans and Tranche A-1 Term Loans, (a) with
         respect to Supplemental Revolving Loans and Tranche A-1 Term Loans
         which are Eurodollar Loans, 4.00% and (b) with respect to Supplemental
         Revolving Loans and Tranche A-1 Term Loans which are ABR Loans, 3.00%.
         Notwithstanding the foregoing, if at any time the Leverage Ratio as of
         the last day of Holdings' fiscal quarter most recently ended is greater
         than 3.50:1.00 or 4.00:1.00, the Applicable Margin with respect to
         Tranche B Loans shall be increased by 0.50% and 0.75%, respectively.

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

<PAGE>

                                                                               6

         such Canadian Lender's Canadian Revolving Credit Commitment and (z)
         with respect to any Supplemental Revolving Lender, the percentage of
         the Total Supplemental Revolving Credit Linked Deposit Amount
         represented by such Supplemental Revolving Lender's Supplemental
         Revolving Credit Linked Deposit Amount.

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

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

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

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

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

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

                           "Benchmark LIBO Rate" shall have the meaning assigned
         to such term in Section 2.01(k).

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

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

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

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

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

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

<PAGE>

                                                                               7
                           "Borrowing" shall mean (i) a group of Loans of a
         single Type made to a Borrower on a single date and as to which a
         single Interest Period is in effect and (ii) a group of Bankers'
         Acceptances purchased on a single date and as to which a single
         Contract Period is in effect.

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

                           "Business Day" shall mean any day (other than a day
         which is a Saturday, Sunday or legal holiday in the State of New York)
         on which banks are open for business in New York City; provided,
         however, that, when used in connection with (a) Eurodollar Loan, (b) a
         determination of the Benchmark LIBO Rate or (c) a determination of a
         Supplemental Revolving Eurodollar Rate pursuant to Section 2.01(o), the
         term "Business Day" shall also exclude any day on which banks are not
         open for dealings in dollar deposits in the London interbank market;
         and provided, further, that when used in connection with a Canadian
         Revolving Loan, the term "Business Day" shall mean any day (other than
         a day which is a Saturday, Sunday or legal holiday in the Province of
         Ontario) on which banks are open for business in Toronto, Canada.

                           "Canadian Administrative Agent" shall mean JPMorgan
         Chase Bank, Toronto Branch, and its successors, as administrative agent
         for the Canadian Lenders.

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

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

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

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

                           "Canadian Collateral Agent" shall mean JPMorgan Chase
         Bank, Toronto Branch, as Collateral Agent under the Canadian Guarantee
         and Collateral Agreement and the other Canadian Security Documents.

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

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

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

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

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

<PAGE>

                                                                               8

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

                                                                               9

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

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

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

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

                           "Canadian Security Documents" shall mean the
         collective reference to the Canadian Guarantee and Collateral
         Agreement, the Canadian Mortgages and all other documents, hypothecs or
         instruments hereafter delivered to the Canadian Collateral Agent for
         the benefit of the Canadian Lenders granting a Lien on any asset or
         assets of any person to secure the Canadian Obligations.

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

                           Notwithstanding the foregoing and any contrary
         provision herein, to the extent that the Borrowers or any Restricted
         Subsidiary purchases, leases or otherwise acquires assets from any
         person in a manner which would be subject to Section 6.08 and, but for
         the first parenthetical herein, would constitute a Capital Expenditure,
         Holdings may elect to treat the expenditure for such transaction as a
         Capital Expenditure and such expenditure shall be deemed to be a
         Capital Expenditure and shall not be subject to the restrictions of
         Section 6.08.

                           "Capital Lease Obligations" of any person shall mean
         the obligations of such person to pay rent or other amounts under any
         lease of (or other arrangement conveying the right to use) real or
         personal property, or a combination thereof, which obligations are
         required to be classified and

<PAGE>

                                                                              10

         accounted for as capital leases on a balance sheet of such person under
         GAAP and, for the purposes hereof, the amount of such obligations at
         any time shall be the capitalized amount thereof at such time
         determined in accordance with GAAP.

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

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

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

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

<PAGE>

                                                                              11

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

                                                                              12

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

                           "Continuing Directors" shall mean the collective
         reference to (i) all members of the Board of Directors of Holdings who
         have held office continuously since the Closing Date and (ii) all
         members of the Board of Directors of Holdings who assumed office after
         the Closing Date and whose election and nomination for election by
         Holdings' shareholders was approved by a vote of a majority of the then
         Continuing Directors or nominated by a Designated Person.

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

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

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

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

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

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

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

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

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

<PAGE>

                                                                              13

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

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

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

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

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

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

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

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

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

                           "EBITDA" shall mean, without duplication, for any
         fiscal period, the sum of the amounts for such fiscal period of (i)
         after-tax income from continuing and discontinued operations, (ii)
         provision for taxes based on income, (iii) depreciation expense, (iv)
         total interest expense (whether shown as interest expense or as loss
         and expenses on sales of receivables), (v) amortization expense, (vi)
         other non-cash items reducing income from continuing and discontinued
         operations, all as determined on a consolidated basis for Holdings and
         its Restricted Subsidiaries in conformity with GAAP, (vii) other income
         and expense; (viii) the non-cash portion of non-recurring charges, (ix)
         all management fees and other fees paid during such period to Heartland
         pursuant to the Heartland

<PAGE>

                                                                              14

         Management Agreement to the extent permitted by Section 6.09, (x) fees,
         charges and expenses in connection with the Transactions, (xi)
         non-recurring reasonable and customary fees and expenses, which are
         customary or consistent with past practices, of Holdings, the Borrower
         or any Restricted Subsidiaries related to any future issuance of
         capital stock, incurrence of Indebtedness or other financing
         transaction; (xii) to the extent reducing income from continuing and
         discontinued operations, cash restructuring charges and non-recurring
         cash integration expenses incurred in fiscal year 2002, provided that
         the amounts referred to in this clause (xii) shall not exceed, as
         applicable: (a) $25,000,000 in the aggregate for the purposes of
         determining the Applicable Margin or (b) $55,000,000 in the aggregate
         for all other purposes; (xiii) to the extent reducing income from
         continuing and discontinued operations, cash dividends paid on the
         Seller Preferred; (xiv) to the extent reducing income from continuing
         and discontinued operations, non-cash charges from the issuing of
         options to management of Holdings at below market prices; (xv) pro
         forma adjustments for acquisition-related savings (other than in
         connection with the Transactions) permitted under Regulation S-X or
         reasonably consistent with the purposes of Regulation S-X as determined
         in good faith by the Company, (xvi) to the extent reducing income from
         continuing and discontinued operations, costs directly related to the
         closing of the former corporate headquarters in Charlotte, N.C., the
         downsizing of the Troy, Reddich and other European operations and the
         out-sourcing of the Company's transportation and fulfillment department
         operations, provided that the amounts referred to in this clause (xvi)
         shall not exceed $6,000,000 in the aggregate; (xvii) for purposes of
         Section 6.14 and 6.15 only, to the extent reducing income from
         continuing and discontinued operations for the fiscal quarter ended
         September 30, 2003 only, costs and charges not to exceed $20,000,000
         arising from the restructuring plans announced by the Company in August
         2003 and fees and expenses associated with the Third Amendment dated as
         of September 23, 2003 to this Agreement and (xviii) for purposes of
         Section 6.14 and 6.15 only, to the extent reducing income from
         continuing and discontinued operations for any fiscal quarter ending
         after September 30, 2003, costs and charges not to exceed $11,000,000
         arising from the restructuring plans announced by the Company in August
         2003 and fees and expenses associated with the Fourth Amendment dated
         as of October 7, 2003 to this Agreement; provided, however, that for
         purposes of calculating the Leverage Ratio under Section 6.15, EBITDA
         shall include, in addition, the pro forma EBITDA of any person
         (calculated as aforesaid but with respect to such person and its
         subsidiaries on a consolidated basis and after giving effect to pro
         forma adjustments) prior to the date it becomes a Restricted Subsidiary
         of Holdings or is merged into or is consolidated with Holdings or any
         of the Restricted Subsidiaries or that person's assets are acquired by
         Holdings or any of the Restricted Subsidiaries. For purposes of
         calculating EBITDA (i) for the fiscal quarters ending March 31, 2001,
         June 30, 2001 and September 30, 2001, EBITDA for such fiscal quarters
         shall be deemed to be $100,100,000, $132,000,000 and $73,400,000,
         respectively, and (ii) for the fiscal quarter ending December 31, 2001,
         EBITDA for such fiscal quarter shall be deemed to be the actual EBITDA
         for such fiscal quarter (calculated as set forth above) plus cash
         charges not to exceed $5,500,000.

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

<PAGE>

                                                                              15

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

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

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

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

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

                           "Eurodollar Loan" shall mean any Eurodollar Tranche A
         Term Loan, Eurodollar Tranche A-1 Term Loan, Eurodollar Tranche B Term
         Loan, Eurodollar Revolving Loan or Eurodollar Supplemental Revolving
         Loan.

                           "Eurodollar Revolving Loan" shall mean any Revolving
         Loan, Additional Revolving Loan or Canadian Revolving Loan in dollars
         bearing interest at a rate determined by reference to the Adjusted LIBO
         Rate in accordance with the provisions of Article 11.

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

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

                           "Eurodollar Tranche A-1 Term Loan" shall mean any
         Tranche A-1 Term Loan bearing interest at a rate determined by
         reference to the Adjusted LIBO Rate in accordance with the provisions
         of Article II.

<PAGE>

                                                                              16

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

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

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

                           "Excess Supplemental Revolving Credit Linked Deposit
         Amount" shall mean at any time the excess, if any, of (a) the Total
         Supplemental Revolving Credit Linked Deposit Amount over (b) the sum of
         Supplemental Revolving Loans and Supplemental Revolving Letter of
         Credit Exposure.

                           "Exchange Rate" shall mean with respect to any
         Foreign Currency on any Business Day, the rate at which such Foreign
         Currency may be exchanged into dollars, as set forth in the Wall Street
         Journal on such Business Day. In the event that such rate does not
         appear in the Wall Street Journal on such Business Day, the "Exchange
         Rate" with respect to such Foreign Currency shall be determined by
         reference to such publicly available service for displaying exchange
         rates as may be agreed upon by the Administrative Agent and the Company
         or, in the absence of such agreement, such "Exchange Rate" shall
         instead be the Administrative Agent's spot rate of exchange in the
         interbank market where its foreign currency exchange operations in
         respect of such Foreign Currency are then being conducted, at or about
         10:00 A.M., local time, at such date for the purchase of dollars with
         such Foreign Currency, for delivery two Business Days later; provided,
         that if at the time of any such determination, no such spot rate can
         reasonably be quoted, the Administrative Agent may use any reasonable
         method as it deems applicable to determine such rate, and such
         determination shall be conclusive absent manifest error (without
         prejudice to the determination of the reasonableness of such method).

                           "Excluded Collateral" shall mean (i) the Textron
         Sale/Leaseback Assets and the Textron Sale/Leaseback Mortgaged
         Properties to the extent such assets are leased or mortgaged

<PAGE>

                                                                              17

         pursuant to the Textron Sale/Leaseback Financing or a Permitted Textron
         Sale/Leaseback Refinancing in a transaction permitted by this
         Agreement; (ii) the Manchester Property (but, at any time after such
         real property has been sold in connection with an existing
         sale/leaseback transaction, only for so long as such real property is
         subject to such sale/leaseback transaction), provided that if the
         Manchester Property is not sold and leasebacked in connection with such
         existing sale/leaseback transaction prior to June 30, 2002, the
         Manchester Property shall not thereafter be Excluded Collateral; (iii)
         until June 30, 2002, the Marshall Property, (iv) the real properties
         subject to, and the Canadian equipment securing, the GECC Phase II
         Lease (but, in each case, only for so long as such real property or
         equipment, as the case may be, is subject to the GECC Phase II Lease);
         (v) accounts receivable, related security, collections and proceeds
         with respect thereto sold, or purported to be sold, pursuant to a
         Permitted Receivables Financing (but only for so long as such accounts
         receivable, related security, collections and proceeds are subject to a
         Permitted Receivables Financing); (vi) any assets as to which the
         Applicable Agent shall determine in its reasonable discretion that the
         costs of obtaining a security interest are excessive in relation to the
         value of the security to be afforded thereby; (vii) assets hereafter
         acquired and subject to a then existing Lien permitted under Section
         6.04(a), (b) (insofar as it relates to assets subject to a Lien
         existing at the time of acquisition and not created in contemplation
         thereof), (h), (j), (n), (p), (r) and (u) (in each case to the extent
         the documents creating such encumbrance or applicable law prohibit such
         assets from becoming Collateral hereunder); (viii) all motor vehicles
         covered by a certificate of title or ownership; (ix) any license,
         contract, agreement, lease or other instrument to which any Loan Party
         is a party to the extent that such Loan Party is prohibited from
         granting a Lien in its rights thereunder under the terms of such
         license, contract, agreement, lease or other instrument or under
         applicable law (other than to the extent that any such terms would be
         rendered ineffective pursuant to Section 9-406 of revised Article 9 of
         the UCC of any relevant jurisdiction or any other applicable law and
         provided that any Receivable or any money or other amounts due or to
         become due or other right to payment under any such license, contract,
         agreement or other instrument shall be Collateral and shall not be
         Excluded Collateral); and (x) any shares in the capital of a Nova
         Scotia unlimited liability company, provided that such shares are
         pledged under a supplemental share pledge agreement in form and
         substance reasonably satisfactory to the Collateral Agent and the
         Canadian Collateral Agent.

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

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

                           "Facilities" shall mean the five credit facilities
         made available to the Company pursuant to this Agreement consisting of,
         respectively, the Revolving Credit Commitments (the "Revolving Credit
         Facility"), the Supplemental Revolving Credit Linked Deposit Amounts
         (including the Supplemental Revolving Loans made and the Supplemental
         Revolving Letters of Credit issued thereunder) (the "Supplemental
         Revolving Credit Facility"), the Tranche A Term Loans, the Tranche A-1
         Term Loans and the Tranche B Term Loans.

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

                           "Fifth Amendment" shall mean the Fifth Amendment
         dated as of February 13, 2004 to this Agreement.

                           "Fifth Amendment Effective Date" shall mean the
         "Effective Date", as defined in the Fifth Amendment.

<PAGE>

                                                                              18

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

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

                           "Foreign Currency" shall mean any available and
         freely-convertible non-dollar currency selected by the Company and
         approved by the Administrative Agent and, in the case of a Letter of
         Credit denominated in a Foreign Currency, the Issuing Bank which has
         agreed to issue such Letter of Credit.

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

                           "Foreign Subsidiary Letter of Credit" shall mean a
         Letter of Credit issued to support Indebtedness of a Foreign Restricted
         Subsidiary incurred pursuant to Section 6.01(o), the Italian JV, except
         to the extent that Indebtedness has been incurred under clause (viii)
         of Section 6.01(c), or the Brazilian Subsidiary.

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

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

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

                           "GECC Phase II Lease" shall mean that certain
         equipment lease to be entered into on the Closing Date by and between
         the Company, as lessee, and General Electric Capital Corporation, as
         lessor, with respect to assets to be sold by certain of the Restricted
         Subsidiaries to General Electric Capital Corporation.

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

                           "Guarantee" of or by any person shall mean (i) any
         obligation, contingent or otherwise, of such person guaranteeing or
         having the economic effect of guaranteeing any Indebtedness of any
         other person (the "primary obligor") in any manner, whether directly or
         indirectly, and including any obligation of such person, direct or
         indirect, (a) to purchase or pay (or advance or supply funds for the
         purchase or payment of) such Indebtedness (whether arising by virtue of
         partnership arrangements, by agreement to keep well, to purchase
         assets, goods, securities or services, to take-or-pay or otherwise) or
         to purchase (or to advance or supply funds for the purchase of) any
         security for the payment of such Indebtedness, (b) to purchase
         property, securities or services

<PAGE>

                                                                              19

         for the purpose of assuring the owner of such Indebtedness of the
         payment of such Indebtedness, (c) to maintain working capital, equity
         capital or other financial statement conditions or liquidity of the
         primary obligor so as to enable the primary obligor to pay such
         Indebtedness or (d) entered into for the purpose of assuring in any
         other manner the holders of such Indebtedness of the payment thereof or
         to protect such holders against loss in respect thereof (in whole or in
         part), or (ii) any Lien on any assets of such person securing any
         Indebtedness of any other person, whether or not such Indebtedness is
         assumed by such person; provided, however, that the term Guarantee
         shall not include endorsements for collection or deposit, in either
         case in the ordinary course of business.

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

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

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

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

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

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

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

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

                           "Indebtedness" of any person shall mean, without
         duplication, (a) all indebtedness of such person for borrowed money or
         for the deferred purchase price of property or services (other than
         current trade liabilities incurred in the ordinary course of business),
         (b) any other indebtedness of such person which is evidenced by a note,
         bond, debenture or similar instrument, (c) all Capital Lease
         Obligations of such person, (d) all obligations of such person in
         respect of bankers' acceptances issued or created for the account of
         such person, (e) all Indebtedness of others secured by (or for which
         the holder of such Indebtedness has an existing right, contingent or
         otherwise, to be secured by) any Lien on any property owned or acquired
         by such person even though such person has not assumed or otherwise
         become liable for the payment thereof, (f) all obligations of such
         person in respect of Interest Rate Agreements which, in accordance with
         the definition of Interest Rate

<PAGE>

                                                                              20

         Agreement, constitute (or would upon early termination constitute)
         Indebtedness and (g) all Guarantees by such person of Indebtedness of
         others. The Indebtedness of any person shall include the Indebtedness
         of any partnership in which such person is a general partner; provided
         that, if the sole asset of such person is its general partnership
         interest in such partnership, the amount of such Indebtedness shall be
         deemed equal to the value of such general partnership interest and the
         amount of any Indebtedness in respect of any Guarantee of such
         partnership Indebtedness shall be limited to the same extent as such
         Guarantee may be limited.

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

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

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

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

                           "Interest Expense" shall mean, with respect to any
         person for any period, the gross interest expense of such person for
         such period determined on a consolidated basis in accordance with GAAP
         consistently applied, including (a) the amortization of debt discounts,
         (b) the amortization of all fees (including fees with respect to
         interest rate protection agreements) payable in connection with the
         incurrence of Indebtedness or another financing transaction (provided
         that one-time fees may be amortized over the expected life of such
         Indebtedness or financing, as determined in the reasonable good-faith
         judgment of the Company, whether or not such amortization is permitted
         by GAAP) to the extent included in interest expense and (c) the portion
         of any payments or accruals with respect to Capital Lease Obligations
         allocable to interest expense, net of all interest income for such
         period (except for purposes of the definition of Cash Interest Expense,
         in which case only interest income paid or required to be paid in cash
         shall be netted against cash interest expense). For purposes of the
         foregoing, gross interest expense shall be determined after giving
         effect to any net payments made or received by such person with respect
         to Interest Rate Agreements entered into as a hedge against interest
         rate exposure. Notwithstanding the foregoing, Interest Expense shall
         not include any loss on sales of receivables made pursuant to clause
         (ii) of Section 6.08(g).

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

<PAGE>

                                                                              21

         Prime Rate Loan or Swingline Loan (a) the last day of each March, June,
         September and December and (b) the Revolving Credit Maturity Date, the
         Tranche A Term Loan Maturity Date, the Tranche A-1 Term Loan Maturity
         Date or the Tranche B Term Loan Maturity Date, as applicable and (iii)
         with respect to any Supplemental Revolving Loan, the first Business Day
         of each calendar month to occur while such Supplemental Revolving Loan
         is outstanding, the Revolving Credit Maturity Date and, in the case of
         Eurodollar Supplemental Revolving Loans, the last day of each Interest
         Period therefor.

                           "Interest Period" shall mean (a) as to any Eurodollar
         Borrowing, the period commencing on the date of such Borrowing or on
         the last day of the immediately preceding Interest Period applicable to
         such Borrowing, as the case may be, and ending on the numerically
         corresponding day (or, if there is no numerically corresponding day, on
         the last day) in the calendar month that is 1, 2, 3 or 6 (or, except
         with respect to Tranche B Loans, subject to availability (as determined
         by all applicable Lenders), 9 or 12) months thereafter, as the
         applicable Borrower may elect, (b) as to any ABR Borrowing, Canadian
         Prime Rate Loan or Swingline Loan, the period commencing on the date of
         such Borrowing or Loan or on the last day of the immediately preceding
         Interest Period applicable to such Borrowing or Loan, as the case may
         be, and ending on the earliest of (i) the next succeeding March 31,
         June 30, September 30 or December 31, (ii) the Revolving Credit
         Maturity Date, the Tranche A Term Loan Maturity Date, the Tranche A-1
         Term Loan Maturity Date or the Tranche B Term Loan Maturity Date, as
         applicable, and (iii) the date such Borrowing is converted to a
         Borrowing of a different Type in accordance with Section 2.10 or 2.26,
         as the case may be, or repaid or prepaid in accordance with Section
         2.01(d), 2.11 or 2.12 and (c) for purposes of determining the
         Supplemental Revolving Eurodollar Rate for purposes of Section
         2.01(o)(i) initially, the period commencing on the Fifth Amendment
         Effective Date and ending on February 29, 2004, and (ii) thereafter,
         each period commencing on the first day of the next succeeding calendar
         month and ending on the last day of such succeeding calendar month;
         provided, however, that if any Interest Period would end on a day other
         than a Business Day, such Interest Period shall be extended to the next
         succeeding Business Day unless, in the case of a Eurodollar Borrowing
         only, such next succeeding Business Day would fall in the next calendar
         month, in which case such Interest Period shall end on the next
         preceding Business Day. Interest shall accrue from and including the
         first day of an Interest Period to but excluding the last day of such
         Interest Period.

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

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

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

<PAGE>

                                                                              22

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

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

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

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

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

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

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

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

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

                           "Letter of Credit Commitment" shall mean the
         collective reference to the Revolving Letter of Credit Commitment and
         the Supplemental Revolving Letter of Credit Commitment.

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

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

<PAGE>

                                                                              23

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

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

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

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

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

                           "Loans" shall mean the Revolving Loans, the
         Supplemental Revolving Loans, the Additional Revolving Loans, the
         Canadian Revolving Loans, the Tranche A Term Loans, the Tranche A-1
         Term Loans, the Swingline Loans and the Tranche B Term Loans.

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

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

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

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

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

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

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

<PAGE>

                                                                              24

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

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

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

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

<PAGE>

                                                                              25

                           "Notes" shall mean the Tranche A Term Notes, the
         Tranche A-1 Term Notes, the Tranche B Term Notes, the Swingline Note,
         the Revolving Credit Notes, the Supplemental Revolving Credit Notes,
         the Additional Revolving Credit Notes and the Canadian Revolving Credit
         Notes.

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

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

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

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

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

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

                           "Permitted Business Acquisitions" shall mean
         acquisitions of all or substantially all of the assets of, or shares or
         other equity interests in, a person or division or line of business of
         a person engaged in the same business as Holdings and the Restricted
         Subsidiaries or in a related business if immediately after giving
         effect thereto: (i) no Default or Event of Default shall have occurred
         and be continuing, (ii) all transactions related thereto shall be
         consummated in accordance with applicable laws, (iii) at least 90% of
         the outstanding capital stock or other ownership interests of any
         acquired or newly formed corporation or other entity must be owned
         directly by the Company or a Domestic Restricted Subsidiary (it being
         understood that the acquisition of less than 90% of the capital stock
         of any corporation or other entity which is owned by a person, division
         or line of business acquired in a Permitted Business Acquisition shall
         not be prohibited by this clause) and, except as provided in Section
         5.18(c), such corporation or entity shall become a Restricted
         Subsidiary and a Guarantor and execute a counterpart to the relevant
         Security Documents, and, except as provided in Section 5.18(c), all
         capital stock or other equity interest created or acquired and all
         property acquired in connection with such acquisition (other than
         Excluded Collateral) shall be duly and validly pledged to the
         Collateral Agent for the ratable benefit of the Secured Parties to the
         extent required by Section 5.18, and (iv) (A) Holdings shall be in
         compliance, on a pro forma basis, with the covenants contained in
         Sections 6.14 and 6.15 recomputed as at the last day of the most
         recently ended fiscal quarter of Holdings, and the Company shall have
         delivered to the Administrative Agent an officers' certificate to such
         effect, together with all relevant financial information for such
         acquired corporation, entity or assets, and (B) the acquired
         corporation or entity shall not be liable for any Indebtedness (except
         for Indebtedness permitted by Section 6.01). For purposes of Section 6,

<PAGE>

                                                                              26

         any Restricted Subsidiary satisfying the requirements of clause (iii)
         above shall be deemed to be a "wholly owned subsidiary".

                           "Permitted Investments" shall mean:

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

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

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

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

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

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

<PAGE>
                                                                              27

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

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

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

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

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

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

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

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

                           "Prepayment Event" shall mean (i) any Specified Asset
         Sale, (ii) the incurrence by Holdings or any Restricted Subsidiary of
         any Indebtedness (other than Indebtedness permitted by Section 6.01
         (other than clause (b)(x) thereof)), and (iii) any arrangement or
         transaction entered into in accordance with clause (d) or (f) of
         Section 6.06, provided, however, that for purposes of Section

<PAGE>

                                                                              28

         2.12(g)(i), (a) a Prepayment Event shall not be deemed to occur until
         the aggregate Net Proceeds from Prepayment Events consisting of
         Specified Asset Sales not yet applied pursuant to Section 2.12(g)(i) by
         reason of this proviso equals or exceeds $20,000,000, at which time a
         Prepayment Event shall, except as set forth in clause (b) below, be
         deemed to occur having Net Proceeds equal to the aggregate Net Proceeds
         from Prepayment Events not yet so applied, (b) with respect to
         Specified Asset Sales, a Prepayment Event shall be deemed to occur only
         with respect to that portion of the Net Proceeds thereof required to be
         repaid pursuant to Section 6.08(h), (j) or (k) and (c) with respect to
         any arrangement or transaction entered into in accordance with clause
         (d) or (f) of Section 6.06, a Prepayment Event shall be deemed to occur
         only with respect to that portion of the Net Proceeds thereof required
         to be repaid pursuant to such clause.

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

                                                                              29

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

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

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

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

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

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

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

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

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

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

                           "Revolving Credit Commitment" shall mean, with
         respect to each Lender, the commitment, if any, of such Lender to make
         Revolving Loans to the Company hereunder as set forth in Schedule 2.01,
         as the same may be reduced from time to time pursuant to Section 2.09
         or reduced

<PAGE>

                                                                              30

         or increased pursuant to Section 2.27. The aggregate Revolving Credit
         Commitments are initially $100,000,000. The Additional Revolving Credit
         Commitments shall be in addition to the Revolving Credit Commitments.

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

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

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

                           "Revolving Letters of Credit" shall mean Letters of
         Credit issued and deemed to be issued under the Revolving Credit
         Facility.

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

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

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

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

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

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

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

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

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

                           "Senior Unsecured Notes Indenture" shall mean the
         Indenture entered into by Holdings, the Company and certain of its
         subsidiaries in connection with the issuance of the Senior

<PAGE>

                                                                              31

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

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

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

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

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

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

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

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

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

<PAGE>

                                                                              32

         otherwise Controlled (except Controlled pursuant to any joint venture
         documentation), by the parent or one or more subsidiaries of the parent
         or by the parent and one or more subsidiaries of the parent.

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

                           "Supplemental Revolving Actual Return Rate" shall
         have the meaning assigned to such term in Section 2.01(o).

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

                           "Supplemental Revolving Credit Commitments" shall
         mean the obligation of the Supplemental Revolving Lenders to make
         deposits in their respective Supplemental Revolving Credit Linked
         Accounts in accordance with this Agreement and to permit such deposits
         to be used to fund Supplemental Revolving Loans and support
         Supplemental Revolving Letters of Credit as provided in this Agreement.

                           "Supplemental Revolving Credit Linked Account" shall
         mean with respect to each Supplemental Revolving Lender, the account
         established by the Administrative Agent at JPMorgan Chase Bank in the
         name of such Supplemental Revolving Lender pursuant to Section 2.01(h).

                           "Supplemental Revolving Credit Linked Deposit" shall
         mean with respect to each Supplemental Revolving Lender at any time,
         amounts actually on deposit in its Supplemental Revolving Credit Linked
         Account at such time.

                           "Supplemental Revolving Credit Linked Deposit Amount"
         shall mean with respect to each Supplemental Revolving Lender, an
         amount equal to the amount set forth opposite its name on Schedule I of
         the Fifth Amendment, or as may subsequently be set forth in the
         Register from time to time, as the same may be reduced from time to
         time pursuant to this Agreement. For the avoidance of doubt, the
         Supplemental Revolving Credit Linked Deposit Amount of each
         Supplemental Revolving Lender shall not be reduced by the making of any
         Supplemental Revolving Loans or reimbursement of drawings under
         Supplemental Revolving Letters of Credit as a result of the withdrawal
         of any amounts then on deposit in such Supplemental Revolving Lender's
         Supplemental Revolving Credit Linked Account. The aggregate
         Supplemental Revolving Credit Linked Deposit Amounts are initially
         $100,000,000.

                           "Supplemental Revolving Credit Note" shall mean a
         promissory note of the Company, substantially in the form of Exhibit
         A-8 evidencing a Supplemental Revolving Loan.

                           "Supplemental Revolving Deposit Return Date" shall
         mean the date that the Supplemental Revolving Credit Linked Accounts
         are closed pursuant to Section 2.01(j)(vi).

                           "Supplemental Revolving Eurodollar Rate" shall have
         the meaning assigned to such term in Section 2.01(o).

                           "Supplemental Revolving Fixed Return Rate" shall have
         the meaning assigned to such term in Section 2.01(o).

                           "Supplemental Revolving Lender" shall mean any
         financial institution or other investor that has a corresponding
         Supplemental Revolving Credit Linked Deposit Amount hereunder.

<PAGE>

                                                                              33

                           "Supplemental Revolving Letter of Credit" shall mean
         any Letters of Credit issued and deemed to be issued under the
         Supplemental Revolving Credit Facility.

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

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

                           "Supplemental Revolving Settlement Date" shall mean
         the earlier to occur of (i) the Revolving Credit Maturity Date and (ii)
         the date of an acceleration of payment of obligations relating to the
         Supplemental Revolving Credit Facility or termination of the commitment
         to make Supplemental Revolving Loans pursuant to Article VII.

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

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

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

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

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

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

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

                           "Term Loans" shall mean the collective reference to
         the Tranche A Term Loans, the Tranche A-1 Term Loans and the Tranche B
         Term Loans.

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

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

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

<PAGE>

                                                                              34

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

                           "Textron Sale/Leaseback Mortgaged Properties" shall
         mean each "Mortgaged Property" as defined in the applicable Textron
         Sale/Leaseback Mortgage and, in addition, shall include any real
         property exchanged for any existing Textron Sale/Leaseback Mortgaged
         Property, provided, that the appraised value (as determined by
         independent appraisers) of such real property shall be equal to or less
         than the appraised value (as determined by independent appraisers) of
         the Textron Sale/Leaseback Mortgaged Property being exchanged, and
         provided, further, that, after giving effect to the exchange, the
         Collateral Agent, for the benefit of the Secured Parties, shall have a
         perfected first priority security interest in the Textron
         Sale/Leaseback Mortgaged Property that was exchanged.

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

                           "Total Supplemental Revolving Credit Linked Deposit
         Amount" shall mean, at any time, the sum of all the Supplemental
         Revolving Credit Linked Deposit Amounts at such time.

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

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

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

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

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

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

                           "Tranche A-1 Term Borrowing" shall mean a Borrowing
         comprised of Tranche A-1 Term Loans.

                           "Tranche A-1 Term Lender" shall mean each Lender with
         a Tranche A-1 Term Loan Commitment.

                           "Tranche A-1 Term Loan Commitment" shall mean, with
         respect to each Lender, the commitment, if any, of such Lender to make
         a Tranche A-1 Term Loan to the Company hereunder as set forth in
         Schedule II of the Fifth Amendment. The aggregate Tranche A-1 Term Loan
         Commitments are initially $185,000,000.

                           "Tranche A-1 Term Loan Maturity Date" shall mean
         December 31, 2005.

<PAGE>

                                                                              35

                           "Tranche A-1 Term Loans" shall mean the term loans
         made to the Company pursuant to Section 2.01(p). Each Tranche A-1 Term
         Loan shall be a Eurodollar Tranche A-1 Term Loan or an ABR Tranche A-1
         Term Loan.

                           "Tranche A-1 Term Note" shall mean a promissory note
         of the Company, substantially in the form of Exhibit A-9, evidencing
         Tranche A-1 Term Loans.

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

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

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

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

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

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

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

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

                           "Type" when used in respect of any Loan or Borrowing,
         shall refer to the Rate by reference to which interest on such Loan or
         on the Loans (including Loans made through B/As) comprising such
         Borrowing is determined. For purposes hereof, "Rate" shall include the
         Adjusted LIBO Rate, the Alternate Base Rate and the C$ Prime Rate.

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

                           "Unrestricted Subsidiary" shall mean (i) each Finance
         Subsidiary, (ii) Waterstone Insurance Inc. and any other wholly owned
         subsidiary of the Company that is formed for the sole purpose of the
         business of insurance activities for Holdings and its Subsidiaries and
         is regulated as such by a Governmental Authority, (iii) each Charitable
         Subsidiary, (iv) any Subsidiary of Holdings (other than the Company)
         none of the capital stock or other ownership interest of which is owned
         by the Company or any of its Subsidiaries, provided that Holdings has
         notified the Administrative Agent

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                                                                              36

         of its acquisition or creation of such Subsidiary and its ownership
         interest therein concurrently with such acquisition or creation and the
         intended purposes of such Subsidiary and (v) any Subsidiary of an
         Unrestricted Subsidiary. Each Unrestricted Subsidiary, other than a
         non-U.S. Unrestricted Subsidiary, shall have entered into the existing
         Tax Sharing Agreement with Holdings and the Company (or another tax
         sharing agreement containing terms which, in the reasonable judgment of
         the Administrative Agent, are customary in similar circumstances to
         provide an appropriate allocation of tax liabilities and benefits).

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

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

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

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

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

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

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

<PAGE>

                                                                              37

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

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

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

                  SECTION 1.02. Terms Generally. The definitions in Section 1.01
shall apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. For the purpose of
clarity, neither the Company nor any Restricted Subsidiary shall be entitled or
required to include in calculating EBITDA or Net Income the income (or loss)
attributable to a minority interest-holder in a Restricted Subsidiary where such
interest-holder is a person other than Holdings or its Subsidiaries. Except as
otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to
time, provided that, if the Company notifies the Administrative Agent that the
Company requests an amendment to any provision hereof to eliminate the effect of
any change occurring after the date hereof in GAAP or in the application thereof
on the operation of such provision (or if the Administrative Agent notifies the
Company that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith, provided, further,
that if such change in GAAP would have resulted in non-compliance with Section
6.14 or 6.15 but for such notice, the Company agrees to enter into negotiations
with the Administrative Agent to effectuate an amendment.

                                  ARTICLE II.

                                   THE CREDITS

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

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

                  (c) Subject to the terms and conditions and relying upon the
representations and warranties set forth herein, each Revolving Lender agrees,
severally and not jointly, to make revolving credit loans to the Company (each a
"Revolving Loan" and collectively, the "Revolving Loans"), at any time and from
time to time on or after the Closing Date and until the earlier of the Revolving
Credit Maturity Date and the termination of the Revolving Credit Commitment of
such Lender in accordance with the terms hereof, in an aggregate principal
amount at any time outstanding not to exceed the excess of (i) its Revolving
Credit

<PAGE>

                                                                              38

Commitment over (ii) its Applicable Percentage of the sum of the Company Letter
of Credit Exposure and Swingline Loans. Within the foregoing limits, the Company
may borrow, pay or prepay and reborrow Revolving Loans on or after the Closing
Date and prior to the Revolving Credit Maturity Date, subject to the terms,
conditions and limitations set forth herein. As provided in Section 2.19, the
Revolving Credit Commitment may be utilized for the issuance of Letters of
Credit.

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

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

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

                  (iv) In the case of Revolving Loans made by Lenders other than
the Swingline Lender under the immediately preceding paragraph (iii), each such
Lender shall make the amount of its Revolving Loan available to the
Administrative Agent, in same day funds, at the office of the Administrative
Agent located at 270 Park Avenue, New York, New York, not later than 1:00 P.M.
(New York time) on the Business Day next succeeding the date such notice is
given. The proceeds of such Revolving Loans shall be immediately delivered to
the Swingline Lender (and not to the Company) and applied to repay the Refunded
Swingline Loans. On the day such Revolving Loans are made, the Swingline
Lender's Applicable Percentage of the Refunded Swingline Loans shall be deemed
to be paid with the proceeds of a Revolving Loan made by the

<PAGE>

                                                                              39

Swingline Lender and such portion of Swingline Loans deemed to be so paid shall
no longer be outstanding as Swingline Loans and shall be outstanding as
Revolving Loans of Lenders. The Company authorizes the Administrative Agent and
the Swingline Lender to charge the Company's account with Administrative Agent
(up to the amount available in such account) in order to pay immediately to the
Swingline Lender the amount of such Refunded Swingline Loans to the extent
amounts received from Lenders, including amounts deemed to be received from the
Swingline Lender, are not sufficient to repay in full such Refunded Swingline
Loans. If any portion of any such amount paid (or deemed to be paid) to the
Swingline Lender should be recovered by or on behalf of the Company from the
Swingline Lender in bankruptcy, by assignment for the benefit of creditors or
otherwise, the loss of the amount so recovered shall be ratably shared among all
Lenders in the manner contemplated by Section 9.06(b). Subject to the proviso
contained in the first sentence of the preceding paragraph and to the compliance
by the Swingline Lender with the provisions of Section 2.01(d)(vii), each
Lender's obligation to make the Revolving Loans referred to in this paragraph
shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (i) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the
Swingline Lender, the Company or any other person for any reason whatsoever;
(ii) the occurrence or continuance of an Event of Default or a Default; (iii)
any adverse change in the condition (financial or otherwise) of Holdings or any
of its subsidiaries; (iv) any breach of this Agreement by Holdings, the Company
or any other Lender; or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing. Nothing in this
Section 2.01(d) shall be deemed to relieve any Lender from its obligation to
fulfill its Commitments hereunder or to prejudice any rights that the Company
may have against any Lender as a result of any default by such Lender hereunder.

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

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

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

                  (e) Subject to the terms and conditions and relying upon the
representations and warranties set forth herein, each Canadian Lender agrees,
severally and not jointly, to make Canadian Revolving Loans to each Canadian
Borrower, at any time and from time to time on or after the Closing Date and
until the earlier of the Canadian Revolving Credit Maturity Date and the
termination of the Canadian Revolving Credit Commitment of such Canadian Lender
in accordance with the terms hereof, in an aggregate principal amount

<PAGE>

                                                                              40

at any time outstanding not to exceed the Dollar Equivalent Amount of the excess
of (i) its Canadian Revolving Credit Commitment over (ii) its Applicable
Percentage of the sum of the Canadian Borrower Letter of Credit Exposure. Within
the foregoing limits, a Canadian Borrower may borrow, pay or prepay and reborrow
Canadian Revolving Loans on or after the Closing Date and prior to the Canadian
Revolving Credit Maturity Date, subject to the terms, conditions and limitations
set forth herein.

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

                  (g) Making of the Supplemental Revolving Loans. (i) Subject to
the terms and conditions and relying on the representations and warranties set
forth herein, each Supplemental Revolving Lender agrees, severally and not
jointly with the other Supplemental Revolving Lenders, to make revolving credit
loans (each a "Supplemental Revolving Loan" and collectively, the "Supplemental
Revolving Loans") to the Company, at any time and from time to time during the
period commencing on the Fifth Amendment Effective Date and until the
Supplemental Revolving Settlement Date; provided that, after giving effect to
any such Supplemental Revolving Loan (i) the aggregate outstanding principal
amount of Supplemental Revolving Loans of such Supplemental Revolving Lender
plus such Supplemental Revolving Lender's Applicable Percentage of the
Supplemental Revolving Letter of Credit Exposure does not exceed such
Supplemental Revolving Lender's Supplemental Revolving Credit Linked Deposit
Amount, and (ii) the aggregate amount of the outstanding Supplemental Revolving
Loans and Supplemental Revolving Letter of Credit Exposure does not exceed the
Total Supplemental Revolving Credit Linked Deposit Amount, provided, however,
that the aggregate Supplemental Revolving Loans will not exceed $50,000,000 at
any time. Supplemental Revolving Loans made pursuant to this subsection (g) or
deemed to have been made pursuant to Section 2.01(j)(ii) below may be borrowed,
paid, prepaid and reborrowed in accordance with the provisions of this
Agreement.

                  (ii) Each Supplemental Revolving Loan shall be funded by the
Supplemental Revolving Lenders pro rata in accordance with their respective
Applicable Percentages, solely from amounts on deposit in their respective
Supplemental Revolving Credit Linked Accounts.

                  (iii) The Borrower shall repay all outstanding Supplemental
Revolving Loans on the Supplemental Revolving Settlement Date.

                  (h) Establishment of Supplemental Revolving Credit Linked
Accounts. On or prior to the Fifth Amendment Effective Date, the Administrative
Agent shall establish a Supplemental Revolving Credit Linked Account at JPMorgan
Chase Bank in the name of each Supplemental Revolving Lender. The Administrative
Agent shall establish additional Supplemental Revolving Credit Linked Accounts
at JPMorgan Chase Bank (subject to Article VIII) at such times and in the names
of such assignee Supplemental Revolving Lenders as shall be required pursuant to
Section 9.04(b). Amounts on deposit in each Supplemental Revolving Credit Linked
Account shall be invested, or caused to be invested, by the Administrative Agent
as set forth in paragraph (k) below, and no person (other than the
Administrative Agent or any of its subagents) shall have the right to make any
withdrawals from any Supplemental Revolving Credit Linked Account or exercise
any other right or power with respect thereto, except as expressly provided in
subsection (j) below or 9.04(b). Without limiting the generality of the
foregoing, each party hereto acknowledges and agrees that no amount on deposit
at any time in any Supplemental Revolving Credit Linked Account shall be the
property of any of the Loan Parties, shall constitute "Collateral" under the
Loan Documents, or shall otherwise be available in any manner to satisfy any
Obligation of any of the Loan Parties under the Loan Documents. The Loan Parties
will have no right, title or interest in or to the Supplemental Revolving Credit
Linked Accounts

<PAGE>

                                                                              41

or the Supplemental Revolving Credit Linked Deposits. The making of the
Supplemental Revolving Credit Linked Deposits, the application thereof and the
arrangements with respect thereto set forth in this Agreement constitute
agreements among the Administrative Agent, the Issuing Banks issuing
Supplemental Revolving Letters of Credit and each Supplemental Revolving Lender
with respect to the funding obligations of the Supplemented Revolving Lenders
under this Agreement and do not constitute any loan or extension of credit to
any Loan Party. The sole funding obligation of each Supplemental Revolving
Lender in respect of the Supplemental Revolving Credit Facility shall be
satisfied upon the funding of its Supplemental Revolving Credit Linked Deposit
Amount. Each Supplemental Revolving Lender irrevocable and unconditionally
agrees that its Supplemental Revolving Credit Linked Deposit may be applied from
time to time as set forth in this Agreement. No Loan Parties shall have any
responsibility or liability to the Lenders, the Agents or any other Person in
respect of the establishment, maintenance, administration or misappropriation of
the Supplemental Revolving Credit Linked Accounts (or any sub-accounts thereof)
or with respect to the investment of amounts held therein pursuant to Section
2.01(k) or the duties and responsibilities of the Administrative Agent (or any
of its sub-agents or Affiliates) with respect to the foregoing contemplated by
Section 2.01(n).

                  (i) Deposits in Supplemental Revolving Credit Linked Accounts.
The following amounts will be deposited in each Supplemental Revolving Credit
Linked Account at the following times:

                  (i)   on the Fifth Amendment Effective Date, each Supplemental
                        Revolving Lender that is a party to this Agreement shall
                        deposit in its Supplemental Revolving Credit Linked
                        Account an amount in Dollars equal to such Supplemental
                        Revolving Lender's Supplemental Revolving Credit Linked
                        Deposit Amount. All funding obligations with respect to
                        any Supplemental Revolving Loan and all obligations to
                        repay the Issuing Bank with respect to any draw paid by
                        it under any Supplemental Revolving Letter of Credit and
                        not reimbursed by the Company, in the case of each
                        Supplemental Revolving Lender, shall be satisfied upon
                        such Supplemental Revolving Lender's making such deposit
                        in its Supplemental Revolving Credit Linked Account;

                  (ii)  on any date on which the Administrative Agent receives
                        any payment for the account of any Supplemental
                        Revolving Lender with respect to the principal amount of
                        any of its Supplemental Revolving Loans (whether
                        pursuant to Section 2.04 or 2.12 or Article VII or
                        otherwise) prior to the Supplemental Revolving Deposit
                        Return Date, the Administrative Agent shall deposit such
                        amount in the Supplemental Revolving Credit Linked
                        Account of such Supplemental Revolving Lender;

                  (iii) on any date on which the Administrative Agent or the
                        Issuing Bank receives any reimbursement payment from the
                        Company with respect to amounts withdrawn from any
                        Supplemental Revolving Credit Linked Account to
                        reimburse any Issuing Bank with respect to any payment
                        made by it under any Supplemental Revolving Letter of
                        Credit prior to the Supplemental Revolving Deposit
                        Return Date, the Administrative Agent or the Issuing
                        Bank shall deposit in each Supplemental Revolving Credit
                        Linked Account the portion of such reimbursement payment
                        to be deposited therein, in accordance with Section
                        2.19; and

                  (iv)  concurrently with the effectiveness of any assignment by
                        any Supplemental Revolving Lender of all or any portion
                        of its Supplemental Revolving Credit Linked Deposit
                        Amount, the Administrative Agent shall transfer into the
                        Supplemental Revolving Credit Linked Account of the
                        assignee Supplemental Revolving Lender the corresponding
                        portion of the amount on deposit in the assignor's
                        Supplemental Revolving Credit Linked Account, in
                        accordance with Section 9.04(b).

<PAGE>

                                                                              42

                  (j) Withdrawals from and Closing of Supplemental Revolving
Credit Linked Accounts. Amounts on deposit in each Supplemental Revolving Credit
Linked Account shall be withdrawn and distributed (or transferred, in the case
of clause (iv) below) as follows:

                  (i)   on the date of any Borrowing of Supplemental Revolving
                        Loans, subject to satisfaction of the conditions
                        applicable thereto set forth in Section 4.02, the
                        Administrative Agent shall withdraw from each
                        Supplemental Revolving Credit Linked Account an amount
                        equal to the relevant Supplemental Revolving Lender's
                        Applicable Percentage of such Borrowing, and make such
                        amount available to the Company, as contemplated by
                        Section 2.01(g)(ii) and in accordance with this Section
                        2.01;

                  (ii)  on any date on which any Issuing Bank is to be
                        reimbursed by the Supplemental Revolving Lenders for any
                        payment made by such Issuing Bank with respect to a
                        Supplemental Revolving Letter of Credit, the
                        Administrative Agent shall withdraw from each
                        Supplemental Revolving Credit Linked Account an amount
                        equal to the relevant Supplemental Revolving Lender's
                        Applicable Percentage of such unreimbursed payment, and
                        make such amount available to the Issuing Bank, in
                        accordance with Section 2.19;

                  (iii) concurrently with each optional reduction or termination
                        of the Total Supplemental Revolving Credit Linked
                        Deposit Amount pursuant to Section 2.09, the
                        Administrative Agent shall withdraw from each
                        Supplemental Revolving Credit Linked Account, and pay to
                        the relevant Supplemental Revolving Lender, an amount
                        equal to such Supplemental Revolving Lender's Applicable
                        Percentage of the amount of the optional reduction of
                        the Total Supplemental Revolving Credit Linked Deposit
                        Amount, in accordance with the applicable Section;

                  (iv)  concurrently with the effectiveness of any assignment by
                        any Supplemental Revolving Lender of all or any portion
                        of its Supplemental Revolving Credit Linked Deposit
                        Amount, the corresponding portion of the amount on
                        deposit in the assignor's Supplemental Revolving Credit
                        Linked Account shall be transferred from the assignor's
                        Supplemental Revolving Credit Linked Account to the
                        assignee's Supplemental Revolving Credit Linked Account,
                        in accordance with Section 9.04(b) and, if required by
                        Section 9.04, the Administrative Agent shall close such
                        assignor's Supplemental Revolving Credit Linked Account;

                  (v)   promptly following the occurrence of a Supplemental
                        Revolving Settlement Date, the Administrative Agent
                        shall withdraw from each Supplemental Revolving Credit
                        Linked Account an amount equal to the applicable
                        Supplemental Revolving Lender's Supplemental Revolving
                        Percentage of the amount by which aggregate amounts then
                        on deposit in the Supplemental Revolving Credit Linked
                        Accounts exceed the Supplemental Revolving Letter of
                        Credit Exposure and pay such amount to such Supplemental
                        Revolving Lender; and

                  (vi)  upon the reduction of the Total Supplemental Revolving
                        Credit Linked Deposit Amount to $0 and the expiration or
                        cancellation of all outstanding Supplemental Revolving
                        Letters of Credit, the Administrative Agent shall
                        withdraw from each Supplemental Revolving Credit Linked
                        Account, and pay to the relevant Supplemental Revolving
                        Lender, the aggregate amount then on deposit therein,
                        and shall close each such Supplemental Revolving Credit
                        Linked Account.

<PAGE>

                                                                              43

                  (k) Investment of Amounts in Supplemental Revolving Credit
Linked Accounts. The Administrative Agent shall invest, or cause to be invested,
the amount on deposit in the Supplemental Revolving Credit Linked Account of
each Supplemental Revolving Lender so as to earn for the account of such
Supplemental Revolving Lender a return thereon (the "Supplemental Revolving
Credit Linked Return") for each day at a rate per annum equal to (i) the one
month LIBOR rate as determined by the Administrative Agent on such day (or if
such day was not a Business Day, the first Business Day immediately preceding
such day) based on rates for deposits in Dollars (as set forth by Bloomberg
L.P.-page BTMM or any other comparable publicly available service as may be
selected by the Administrative Agent) (the "Benchmark LIBO Rate") minus (ii)
0.10% (based on a 365 or 366 day year, as the case may be). The Benchmark LIBO
Rate will be reset on each Business Day. Such return will be paid by the
Administrative Agent to each Supplemental Revolving Lender for any calendar
month (or portion thereof) monthly in arrears on the first Business Day of the
following calendar month and the Revolving Credit Maturity Date (or such earlier
date on which the Supplemental Revolving Loans become due and payable pursuant
to Article VII), as applicable, as well as the Supplemental Revolving Deposit
Return Date. No Loan Parties shall have any obligation under or in respect of
the provisions of this Section 2.01(k).

                  (l) Supplemental Revolving Fixed Return Rate Fee. The Borrower
shall pay a fee to the Administrative Agent, for the account of each
Supplemental Revolving Lender, monthly in arrears for each calendar month (or
portion thereof), an amount equal to the excess of (i) the Supplemental
Revolving Fixed Return Rate over (ii) the Supplemental Revolving Actual Return
Rate, in each case with respect to such Supplemental Revolving Lender for such
calendar month (or portion thereof) (but only if such amount constituting the
difference between the amounts provided for in items (i) and (ii) above is
greater than $0). Each such amount for any calendar month (or portion thereof)
will be paid by the Borrower to the Administrative Agent, for the account of
each Supplemental Revolving Lender, on the first Business Day of the following
calendar month, on the Supplemental Revolving Settlement Date and on the
Supplemental Revolving Deposit Return Date.

                  (m) Excess Payment. In the event that the Supplemental
Revolving Actual Return Rate with respect to any Supplemental Revolving Lender
for any calendar month exceeds the Supplemental Revolving Fixed Return Rate with
respect to such Supplemental Revolving Lender for such calendar month, such
excess amount shall be held in a separate sub-account of the Supplemental
Revolving Credit Linked Account of such Supplemental Revolving Lender. Amounts
on deposit in any such sub-account shall be withdrawn by the Administrative
Agent and paid to the relevant Supplemental Revolving Lender in satisfaction of
any amount subsequently payable by the Company to such Supplemental Revolving
Lender pursuant to subsection (l) above, and the Company shall not be required
to make any payment to such Supplemental Revolving Lender pursuant to subsection
(l) above until the amounts on deposit in such sub-account of such Supplemental
Revolving Lender shall be $0. Upon the Supplemental Revolving Settlement Date,
assuming the repayment by the Borrowers of all amounts outstanding under the
Supplemental Revolving Credit Facility and the termination or cash
collateralization in a manner satisfactory to the Administrative Agent of any
outstanding Supplemental Revolving Letter of Credit Exposure, any excess
payments referred to in this Section 2.01(m) shall be returned to, and become
the property of, the Company.

                  (n) Sub-agents. The Administrative Agent may perform any and
all its duties and exercise its rights and powers contemplated by this Section
2.01 by or through one or more sub-agents appointed by it (which may include any
of its Affiliates), and any such sub-agent shall be entitled to the benefit of
all the provisions of Article VIII of this Agreement and Section 9.05. The
parties hereto acknowledge that on or prior to the Fifth Amendment Effective
Date the Administrative Agent has engaged JPMorgan Chase Institutional Services
to act as its sub-agent for purposes of this Section 2.01, and that in such
capacity JPMorgan Chase Institutional Services shall be entitled to the benefit
of all the provisions of Article VIII of this Agreement and Section 9.05.

<PAGE>

                                                                              44

                  (o) Definitions. For purposes of this Section 2.01 (or in the
case of any other provision of this Agreement that refers to any of the
following terms), the following defined terms shall have the following meanings:

                  "Supplemental Revolving Actual Return Rate" shall mean for any
calendar month (or portion thereof) referred to in subsection (l) above, with
respect to any Supplemental Revolving Lender, an amount equal to (i) the
aggregate amount payable to such Supplemental Revolving Lender from the
Administrative Agent pursuant to Section 2.01(k) plus (ii) the aggregate amount
of interest payments received by such Supplemental Revolving Lender from the
Company pursuant to Section 2.06 plus (iii) the aggregate amount of letter of
credit fees received by such Supplemental Revolving Lender from the Company
pursuant to Section 2.21, in each case with respect to such calendar month (or
portion thereof).

                  "Supplemental Revolving Eurodollar Rate" shall mean for any
calendar month (or portion thereof) referred to in subsection (l) above with
respect to which the Supplemental Revolving Eurodollar Rate is determined, the
Adjusted LIBO Rate for an Interest Period of one month (or for the period
beginning on the Fifth Amendment Effective Date to February 29, 2004) commencing
on the first day of such calendar month (or the Fifth Amendment Effective Date)
as determined by the Administrative Agent.

                  "Supplemental Revolving Fixed Return Rate" shall mean for any
calendar month (or portion thereof) referred to in subsection (l) above, with
respect to any Supplemental Revolving Lender, an amount equal to the interest
that would have accrued on the Supplemental Revolving Credit Linked Deposit
Amount (irrespective of the amount then on deposit in such Supplemental
Revolving Lender's Supplemental Revolving Credit Linked Account) of such
Supplemental Revolving Lender during such monthly period (or portion thereof) if
such interest were calculated at a rate per annum equal to (i) the Supplemental
Revolving Eurodollar Rate plus (ii) a rate per annum equal to the Applicable
Margin for Eurodollar Supplemental Revolving Loans (on the basis of the actual
number of days elapsed over a year of 360 days).

                  (p) Subject to the terms and conditions and relying on the
representations and warranties set forth herein, each Tranche A-1 Term Lender
agrees, severally and not jointly, to make a Tranche A-1 Term Loan to the
Company on the Fifth Amendment Effective Date in a principal amount not to
exceed its Tranche A-1 Term Loan Commitment set forth opposite its name in
Schedule II of the Fifth Amendment. Amounts paid or prepaid in respect of
Tranche A-1 Term Loans may not be reborrowed. The Net Proceeds thereof, which
will be $181,500,000, shall be applied on the Fifth Amendment Effective Date to
the prepayment of Tranche A Term Loans and Tranche B Term Loans in accordance
with the Fifth Amendment.

                  SECTION 2.02. Loans. (a) Each Loan shall be made as part of a
Borrowing consisting of Loans made by the applicable Lenders ratably in
accordance with their respective Commitments; provided, however, that the
failure of any Lender to make any Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being understood, however, that
no Lender shall be responsible for the failure of any other Lender to make any
Loan required to be made by such other Lender). The Loans comprising each ABR
Borrowing or Eurodollar Borrowing shall be in an aggregate principal amount
which is an integral multiple of $1,000,000 (or, in the case of Swingline Loans,
$500,000 and not less than $5,000,000 (or, in the case of Swingline Loans,
$500,000) (or in the case of an ABR Borrowing, an aggregate principal amount
equal to the remaining balance of the Revolving Credit Commitments). The Loans
comprising each Canadian Prime Rate Borrowing or Canadian B/A Borrowing shall be
in an aggregate principal amount which is an integral multiple of C$1,000,000
and not less than C$5,000,000 (or an aggregate principal amount equal to the
remaining balance of the Canadian Revolving Credit Commitments); provided that
the aggregate amount of any Loans comprising a Canadian B/A Borrowing shall be
subject to a minimum principal amount of C$5,000,000 and shall be an integral
multiple of C$1,000,000.

<PAGE>

                                                                              45

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

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

                  (ii) Subject to paragraph (d) below, each Canadian Lender
shall make a Loan to the applicable Canadian Borrower in the amount of its
Applicable Percentage of each Canadian Revolving Credit

<PAGE>

                                                                              46

Borrowing hereunder on the proposed date thereof by wire transfer of immediately
available funds to the Canadian Administrative Agent in Toronto, Canada not
later than 11:00 a.m., Toronto time, and the Canadian Administrative Agent shall
credit the amounts so received to the general deposit account of the applicable
Canadian Borrower or, if a Canadian Revolving Credit Borrowing shall not occur
on such date because any condition precedent herein specified shall not have
been met, return the amounts so received to the respective Canadian Lenders.
Unless the Canadian Administrative Agent shall have received notice from a
Canadian Lender prior to the date of any Canadian Revolving Credit Borrowing
that such Canadian Lender will not make available to the Canadian Administrative
Agent such Canadian Lender's portion of such Canadian Revolving Credit
Borrowing, the Canadian Administrative Agent may assume that such Canadian
Lender has made such portion available to the Canadian Administrative Agent on
the date of such Canadian Revolving Credit Borrowing in accordance with this
paragraph (c) and the Canadian Administrative Agent may, in reliance upon such
assumption, make available to the applicable Canadian Borrower on such date a
corresponding amount. If and to the extent that such Canadian Lender shall not
have made such portion available to the Canadian Administrative Agent, such
Canadian Lender and the applicable Canadian Borrower agree to repay to the
Canadian Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to the applicable Canadian Borrower until the date such amount is
repaid by the applicable Canadian Borrower or such Canadian Lender to the
Canadian Administrative Agent at (i) in the case of the Canadian Borrowers, the
interest rate applicable at the time to the Loans comprising such Canadian
Revolving Credit Borrowing and (ii) in the case of such Canadian Lender, such
rate determined by the Canadian Administrative Agent as the rate then in effect
for dealings among Canadian banks. If such Canadian Lender shall repay to the
Canadian Administrative Agent such corresponding amount together with the
applicable interest thereon, such amount shall constitute such Canadian Lender's
Loan as part of such Canadian Revolving Credit Borrowing for purposes of this
Agreement and the applicable Canadian Borrower's obligations under the preceding
sentence shall terminate. If the applicable Canadian Borrower shall repay to the
Canadian Administrative Agent such corresponding amount together with the
applicable interest thereon, then such amount shall not constitute a Loan
hereunder and the Canadian Borrowers shall have no further obligations hereunder
in respect thereof. Notwithstanding the foregoing, Canadian B/A Borrowings shall
be made in accordance with the provisions of Section 2.26.

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

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

<PAGE>

                                                                              47

                  (f) If the Applicable Agent has not received from the Company
or the applicable Canadian Borrower, as the case may be, the payment required by
Section 2.22(a) by 12:00 noon, New York City time, on the date on which an
Issuing Bank has notified the Company or the applicable Canadian Borrower, as
the case may be, and the Applicable Agent that payment of a draft presented
under any Letter of Credit will be made (or such later time permitted by Section
2.22(a)), as provided in Section 2.22, the Applicable Agent will promptly notify
such Issuing Bank and each Revolving Lender, Supplemental Revolving Lender or
Canadian Revolving Lender, as the case may be, of the Letter of Credit
Disbursement and, in the case of each such Lender, its Applicable Percentage of
such Letter of Credit Disbursement. Each Revolving Lender, Supplemental
Revolving Lender or Canadian Revolving Lender, as the case may be (other than
the applicable Issuing Bank), will pay to the Applicable Agent, not later than
2:00 p.m., New York City time, on such date (or, if payment by the applicable
Borrower is not required until after 11:00 a.m., New York City time, on such
date, by 10:00 a.m. on the immediately following Business Day) such Lender's
Applicable Percentage of such Letter of Credit Disbursement, which the
Applicable Agent will promptly pay to such Issuing Bank. Each Supplemental
Revolving Credit Lender irrevocably authorizes the Administrative Agent to make
available to such Issuing Bank upon demand such Supplemental Revolving Lender's
Applicable Percentage of such Letter of Credit Disbursement by withdrawing such
amount from such Supplemental Revolving Lender's Supplemental Revolving Credit
Linked Deposit Account (whether or not the conditions to borrowing set forth in
Section 4.02 are satisfied). The Applicable Agent will promptly remit to each
Revolving Lender, Supplemental Revolving Lender or Canadian Revolving Lender, as
the case be, its Applicable Percentage of any amounts subsequently received by
the Applicable Agent from the Company or the applicable Canadian Borrower, as
the case may be, in respect of such Letter of Credit Disbursement. Such
remittance to the Supplemental Revolving Lenders shall be deposited by the
Administrative Agent into their Supplemental Revolving Credit Linked Accounts.

                  SECTION 2.03. Notice of Borrowings. (a) The Company shall give
the Administrative Agent written notice (or telephone notice promptly confirmed
in writing) (a) in the case of a Eurodollar Borrowing not later than 12:00 noon,
New York City time, three Business Days before a proposed borrowing and (b) in
the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one
Business Day before a proposed borrowing. Such notice shall be irrevocable and
shall in each case refer to this Agreement and specify (i) whether such
Borrowing will be of Term Loans, Revolving Loans, Supplemental Revolving Loan,
Eurodollar Supplemental Revolving Loans, ABR Supplemental Revolving Loans or a
combination thereof, (ii) the date of such Borrowing (which shall be a Business
Day) and the amount of Term Loans, Revolving Loans and/or Supplemental Revolving
Loans requested; and (iii) if such Borrowing is to be a Eurodollar Borrowing,
the Interest Period with respect thereto. If no election as to the Type of
Borrowing is specified in any such notice, then the requested Borrowing shall be
an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing
is specified in any such notice, then the Company shall be deemed to have
selected an Interest Period of one month's duration. The Loans to be made on the
Closing Date shall initially be ABR Loans and unless, in its sole discretion,
the Administrative Agent shall otherwise agree, no such Loan may be converted
into a Eurodollar Loan having an interest period in excess of one month prior to
the date that is 60 days after the Closing Date. The Loans to be made on the
Fifth Amendment Effective Date shall initially be ABR Loans and unless, in its
sole discretion, the Administrative Agent shall otherwise agree, no such Loan
may be converted into a Eurodollar Loan having an interest period in excess of
one month prior to the date that is 5 Business Days after the Fifth Amendment
Effective Date. If the Company shall not have given notice in accordance with
this Section 2.03 of its election to refinance a Revolving Credit Borrowing
prior to the end of the Interest Period in effect for such Borrowing, then the
Company shall (unless such Borrowing is repaid at the end of such Interest
Period) be deemed to have given notice of an election to refinance such
Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise
the applicable Lenders of any notice given pursuant to this Section 2.03 and of
each Lender's portion of the requested Borrowing.

<PAGE>

                                                                              48

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

                  SECTION 2.04. Notes; Repayment of Loans. (a) The Company
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender (i) the then unpaid principal amount of each Revolving
Loans, Supplemental Revolving Loan and Swingline Loan of such Lender on the
Revolving Credit Maturity Date (or such earlier date on which the Revolving
Loans, Supplemental Revolving Loans, Additional Revolving Loans and Swing Line
Loans become due and payable pursuant to Article VII), (ii) the principal amount
of the Tranche A Term Loan of such Lender, in consecutive quarterly
installments, respectively, payable each March 31, June 30, September 30 and
December 31 in accordance with Section 2.11 (or the then unpaid principal amount
of such Tranche A Term Loan, on the date that such Tranche A Term Loan becomes
due and payable pursuant to Article VII), (iii) the then unpaid principal amount
of the Tranche A-1 Term Loan of such Lender on the Tranche A-1 Term Loan
Maturity Date (or on the date that such Tranche A-1 Term Loan becomes due and
payable pursuant to Article VII) and (iv) the principal amount of the Tranche B
Term Loan of such Lender, in consecutive quarterly installments, payable on each
March 31, June 30, September 30 and December 31 in accordance with Section 2.11
(or the then unpaid principal amount of such Loan, on the date that such Tranche
B Term Loan becomes due and payable pursuant to Article VII). Each Canadian
Borrower hereby unconditionally promises to pay to the Canadian Administrative
Agent for the account of each Canadian Lender (i) the then unpaid principal
amount of each Canadian B/A Borrowing at the expiration of each Contract Period,
if such Borrowing is not rolled over or converted pursuant to Section 2.26 (or
the then unpaid principal amount of such B/A, on the date that such B/A becomes
due and payable pursuant to Article VII) or (ii) the then unpaid principal
amount of each Canadian Revolving Loan of such Lender on the Canadian Revolving
Credit Maturity Date (or such earlier date on which the Canadian Revolving Loans
become due and payable pursuant to Article VII). Each Borrower hereby further
agrees to pay interest on the unpaid principal amount of the Loans made to it
from time to time outstanding from the Closing Date or the Fifth Amendment
Effective Date, as the case may be, until payment in full thereof at the rates
per annum, and on the dates, set forth in Section 2.06.

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

<PAGE>

                                                                              49

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

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

                  (d) The entries made in the Register and the accounts of each
Lender maintained pursuant to Section 2.04(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of each Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent or the Canadian Administrative
Agent to maintain the Register or any such account, or any error therein, shall
not in any manner affect the obligation of any Borrower to repay (with
applicable interest) the Loans made to such Borrower by such Lender in
accordance with the terms of this Agreement.

                  (e) The Company agrees that, upon the request to the
Administrative Agent by any Lender, the Company will execute and deliver to such
Lender (i) a Revolving Credit Note, a Supplemental Revolving Credit Note or an
Additional Revolving Credit Note, if applicable, with appropriate insertions as
to date and principal amount, and/or (ii) a Tranche A Term Note with appropriate
insertions as to date and principal amount, and/or (iii) a Tranche A-1 Term Note
with appropriate insertions as to date and principal amount, and/or (iv) a
Tranche B Term Note with appropriate insertions as to date and principal amount
and/or (v) in the case of the Swingline Lender, a Swingline Note with
appropriate insertions as to date and principal amount. Each Canadian Borrower
agrees that, upon the request to the Canadian Administrative Agent by any
Canadian Lender, such Canadian Borrower will execute and deliver to such
Canadian Lender a Canadian Revolving Credit Note with appropriate insertions as
to date and principal amount.

                  SECTION 2.05. Fees. (a) The Company agrees to pay to each
Lender, through the Administrative Agent, on the last day of March, June,
September and December in each year, and on the date on which the Revolving
Credit Commitment and, if applicable, the Additional Revolving Credit Commitment
of such Lender shall be terminated as provided herein, a commitment fee (a "U.S.
Commitment Fee") of 1% (or, at any time when the Applicable Level is Level II or
higher, 0.75%) per annum on the average daily unused amount of the Revolving
Credit Commitment and the Additional Revolving Credit Commitment of such Lender
during the preceding quarter (or shorter period ending with the Revolving Credit
Maturity Date or the date on which the Revolving Credit Commitment or, if
applicable, the Additional Revolving Credit Commitment of such Lender shall be
terminated). The Canadian Borrowers agree to pay to each Canadian Revolving
Lender, through the Canadian Administrative Agent, on the last day of March,
June, September and December in each year, and on the date on which the Canadian
Revolving Credit Commitment of such Lender shall be terminated as provided
herein, a commitment fee in dollars (a "Canadian Commitment Fee" and, together
with the U.S. Commitment Fee, the "Commitment Fees") of 1% (or, at any time when
the Applicable Level is Level II or higher, 0.75%) per annum on the average
daily unused amount of the Canadian Revolving Credit Commitment of such Lender
during the preceding quarter (or shorter period

<PAGE>

                                                                              50

ending with the Canadian Revolving Credit Maturity Date or the date on which the
Canadian Revolving Credit Commitment of such Lender shall be terminated). For
purposes of calculating any Lender's Commitment Fees, the outstanding Swingline
Loans during the period for which such Lender's Commitment Fees is calculated
shall be deemed to be zero. The Commitment Fees due to each Lender shall cease
to accrue on the date on which the Commitments of such Lender shall be
terminated as provided herein. All Commitment Fees shall be computed on the
basis of the actual number of days elapsed in a year of 365 or 366 days.

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

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

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

                  SECTION 2.06. Interest on Loans. (a) Subject to the provisions
of Section 2.07, the Loans comprising each ABR Borrowing and Swingline Loans
shall bear interest (computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as the case may be, when determined by reference
to the Prime Rate and over a year of 360 days at all other times) at a rate per
annum equal to the Alternate Base Rate plus the Applicable Margin.

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

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

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

                  (e) Except as provided herein, interest and fees hereunder
shall accrue and be calculated on a daily basis on the basis of a 360-day year
for actual days elapsed, except that interest calculated on the basis of the
Prime Rate or the C$ Prime Rate shall be calculated on the basis of a 365-day
(or 366-day, as the case may be) year for actual days elapsed. For purposes of
the Interest Act (Canada) (i) whenever any interest or

<PAGE>

                                                                              51

fee under this Agreement with respect to credit extended thereunder, is
calculated using a rate based on a year of 360 days, such rate determined
pursuant to such calculation, when expressed as an annual rate, is equivalent to
(x) the applicable rate based on a year of 360 days multiplied by (y) the actual
number of days in the calendar year in which the period for which such interest
or fee is payable (or compounded) ends, and (z) divided by 360 and (ii) the
principle of deemed reinvestment of interest does not apply to any such interest
calculation under this Agreement, and (iii) the rates of interest stipulated in
this Agreement are intended to be nominal rates and not effective rates or
yields.

                  SECTION 2.07. Default Interest. If any Borrower shall default
in the payment of the principal of or interest on any Loan or any other amount
becoming due hereunder, by acceleration or otherwise, such Borrower shall on
demand from time to time pay interest, to the extent permitted by law, on such
defaulted amount up to (but not including) the date of actual payment (after as
well as before judgment) at a rate per annum equal to the Alternate Base Rate or
the C$ Prime Rate, as the case may be, plus the Applicable Margin plus 2% per
annum.

                  SECTION 2.08. Alternate Rate of Interest. In the event, and on
each occasion, that on the day two Business Days prior to the commencement of
any Interest Period for a Eurodollar Borrowing or any Interest Period used to
determine the Supplemental Revolving Eurodollar Rate or prior to the
determination of a Benchmark LIBO Rate or any day the Administrative Agent shall
have determined that dollar deposits in the principal amounts of the Loans
comprising such Borrowing are not generally available in the interbank
eurodollar market, or that the rates at which such dollar deposits are being
offered will not adequately and fairly reflect the cost to any Lender of making
or maintaining its Eurodollar Loan during such Interest Period, the Supplemental
Revolving Eurodollar Rate for such Interest Period, the Benchmark LIBO Rate for
such day or the Supplemental Revolving Credit Linked Deposit for such day, or
that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or
the Benchmark LIBO Rate, the Administrative Agent shall, as soon as practicable
thereafter, give written or telex or telecopy notice of such determination to
the Company and the applicable Lenders. In the event of any such determination,
(x) any request by a Borrower for a Eurodollar Borrowing pursuant to Section
2.03 or 2.10 shall, until the Administrative Agent shall have advised the
Company and the applicable Lenders that the circumstances giving rise to such
notice no longer exist, be deemed to be a request for an ABR Borrowing and (y)
the Supplemental Revolving Eurodollar Rate shall be equal to a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation. Each determination by the Administrative Agent hereunder
shall be conclusive absent manifest error.

                  SECTION 2.09. Termination and Reduction of Commitments and
Total Supplemental Revolving Credit Linked Deposit Amount. (a) The Revolving
Credit Commitments and the Additional Revolving Credit Commitments shall be
automatically terminated on the Canadian Revolving Credit Maturity Date. The
Canadian Revolving Credit Commitments shall be automatically terminated on the
Canadian Revolving Credit Maturity Date. The Letter of Credit Commitment shall
be automatically terminated at 5:00 p.m., New York City time, on the date that
is five Business Days prior to the Revolving Credit Maturity Date. No Letters of
Credit may be issued under the Canadian Revolving Credit Commitments after the
Canadian Revolving Credit Maturity Date.

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

<PAGE>

                                                                              52

Swingline Loans and Revolving Loans at such time, (iii) the Additional Revolving
Credit Commitments shall not be reduced to an amount which is less than the
outstanding Additional Revolving Loans at such time and (iv) the Canadian
Revolving Credit Commitments shall not be reduced to an amount which is less
than the Canadian Borrower Letter of Credit Exposure and the Dollar Equivalent
Amount of Canadian Revolving Loans.

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

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

                  (e) The Borrower may at any time or from time to time direct
the Administrative Agent to permanently reduce the Total Supplemental Revolving
Credit Linked Deposit Amount; provided that each partial reduction of the Total
Supplemental Revolving Credit Linked Deposit Amount shall be in an amount that
is an integral multiple of $1,000,000 and not less than $5,000,000; provided,
further, that no such reduction shall be permitted if, after giving effect to
such reduction, the aggregate Supplemental Revolving Loans and Supplemental
Revolving Letter of Credit Exposure would exceed the Total Supplemental
Revolving Credit Linked Deposit Amount as so reduced. In the event the Total
Supplemental Revolving Credit Linked Deposit Amount shall be reduced as provided
in the preceding sentence, the Administrative Agent will return all amounts in
the Supplemental Revolving Credit Linked Accounts in excess of the reduced Total
Supplemental Revolving Credit Linked Deposit Amount to the Supplemental
Revolving Lenders, ratably in accordance with their Applicable Percentages.

                  SECTION 2.10. Conversion and Continuation of Term Loans. Each
applicable Borrower shall have the right at any time upon prior irrevocable
notice to the Applicable Agent (i) not later than 12:00 (noon), New York City
time, one Business Day prior to conversion, to convert any Eurodollar Tranche A
Term Borrowing into an ABR Tranche A Term Borrowing, to convert any Eurodollar
Tranche A-1 Term Borrowing into an ABR Tranche A-1 Term Borrowing or to convert
any Eurodollar Tranche B Term Borrowing into an ABR Tranche B Term Borrowing,
(ii) not later than 10:00 a.m., New York City time, three Business Days prior to
conversion or continuation, to convert any ABR Tranche A Term Borrowing into a
Eurodollar Tranche A Term Borrowing, to convert any ABR Tranche A-1 Term
Borrowing into a Eurodollar Tranche A-1 Term Borrowing or to convert any ABR
Tranche B Term Borrowing into a Eurodollar Tranche B Term Borrowing, as
applicable, for an additional Interest Period and (iii) not later than 10:00
a.m., New York City time, three Business Days prior to conversion, to convert
the Interest Period with respect to any Eurodollar Tranche A Term Borrowing,
Eurodollar Tranche A-1 Term Borrowing or Eurodollar Tranche B Term Borrowing to
another permissible Interest Period, subject to the following conditions:

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

                  (b)      if less than all the outstanding principal amount of
         any Borrowing shall be converted or continued, the aggregate principal
         amount of such Borrowing converted or continued shall be not

<PAGE>

                                                                              53

         less than $1,000,000; provided that the aggregate principal amount of
         each Eurodollar Borrowing resulting from any such conversion or
         continuation shall not be less than $1,000,000;

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

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

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

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

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

                  (h)      no Interest Period may be selected for any Eurodollar
         Borrowing that would end later than the Tranche A-1 Term Loan Maturity
         Date; and

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

                  Each notice pursuant to this Section 2.10 shall be irrevocable
and shall refer to this Agreement and specify (i) the identity and amount of the
Borrowing that the applicable Borrower requests be converted or continued, (ii)
whether such Borrowing is to be converted to or continued as a Eurodollar
Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the
date of such conversion (which shall be a Business Day) and (iv) if such
Borrowing is to be converted to or continued as a Eurodollar Borrowing, the
Interest Period with respect thereto. If no Interest Period is specified in any
such notice with respect to any conversion to or continuation as a Eurodollar
Borrowing, the applicable Borrower shall be deemed to have selected an Interest
Period of one month's duration. The Applicable Agent shall promptly advise the
other Lenders of any notice given pursuant to this Section 2.10 and of each
Lender's portion of any converted or continued Borrowing. If the Applicable
Borrower shall not have given notice in accordance with this Section 2.10 to
continue any Borrowing into a subsequent Interest Period (and shall not
otherwise have given notice in accordance with this Section 2.10 to convert such
Borrowing), such Borrowing shall, at the end of the Interest Period applicable
thereto (unless repaid pursuant to the terms hereof), automatically be continued
into a new Interest Period as an ABR Borrowing.

<PAGE>

                                                                              54

                  SECTION 2.11. Repayment of Tranche A Term, Tranche A-1 Term
and Tranche B Term Borrowings. (a) The Tranche A Term Borrowings shall be
payable as to principal in such number of consecutive installments, payable on
such dates (each a "Tranche A Term Loan Repayment Date") and in such amounts as
set forth on Schedule 2.11.

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

                  (c) The Tranche A-1 Term Borrowings shall be payable as to
principal in one installment, payable on the Tranche A-1 Term Loan Maturity
Date.

                  (d) To the extent not previously paid, all Tranche A Term
Borrowings shall be due and payable on the Tranche A Term Loan Maturity Date,
all Tranche A-1 Term Borrowings shall be due and payable on the Tranche A-1 Term
Loan Maturity Date and all Tranche B Term Borrowings shall be due and payable on
the Tranche B Term Loan Maturity Date. Each payment of Eurodollar Tranche A Term
Borrowings, Eurodollar Tranche A-1 Term Borrowings or Eurodollar Tranche B Term
Borrowings repaid pursuant to this Section 2.11 shall be accompanied by accrued
interest on the principal amount paid to but excluding the date of payment.

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

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

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

                  (d) On the date of any termination or reduction of the
Additional Revolving Credit Commitments pursuant to Section 2.09 or Section
2.27, the Company shall pay or prepay so much of the Additional Revolving Credit
Loans as shall be necessary in order that the aggregate principal amount of the

<PAGE>

                                                                              55

Additional Revolving Loans outstanding will not exceed the aggregate Additional
Revolving Credit Commitments after giving effect to such termination or
reduction.

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

                  (f) Each Borrower's prepayment obligations under any paragraph
of this Section 2.12 shall be in addition to, and shall not be discharged by the
performance of, its obligations under any other such paragraph. Each notice of
prepayment shall specify the prepayment date and the principal amount of each
Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall
commit the applicable Borrower to prepay such Borrowing by the amount stated
therein on the date stated therein. All prepayments under this Section 2.12
shall be subject to Section 2.15 but otherwise without premium or penalty (other
than as set forth in Section 2.12(m)). All prepayments under this Section 2.12
shall be accompanied by accrued interest on the principal amount being prepaid
to the date of payment.

                  (g) (i) In the event and on each occasion that a Prepayment
Event occurs, subject to Sections 6.08(h) and (j), the Company and any other
applicable Borrower shall apply an amount equal to 100% of the Net Proceeds
therefrom to prepay the Term Loans (allocated ratably among the Tranche A Term
Loans, the Tranche A-1 Term Loans and the Tranche B Term Loans) in accordance
with Section 2.12(i) below. Substantially simultaneously with (and in any event
not later than the Business Day next following) the occurrence of a Prepayment
Event, the applicable Borrower shall pay to the Applicable Agent (for
application to the prepayment of Loans in accordance with this Section
2.12(g)(i)) an amount equal to 100% of the Net Proceeds from such Prepayment
Event.

                  (ii) Upon the issuance of any Senior Unsecured Notes or
Permitted Additional Senior Unsecured Notes in excess of an aggregate principal
amount of $500,000,000, the Company and any other applicable Borrower shall
apply an amount equal to 100% of the Net Proceeds therefrom to prepay the
Tranche A Term Loans and the Tranche A-1 Term Loans in accordance with Section
2.12(i) below and to make an offer to prepay the Tranche B Term Loans at par in
accordance with Section 2.12(k) below (allocated ratably among the Tranche A
Term Loans, the Tranche A-1 Term Loans and the Tranche B Term Loans).
Substantially simultaneously with (and in any event not later than the Business
Day next following) the occurrence of such issuance, the applicable Borrower
shall pay to the Applicable Agent (for application to the prepayment of Loans in
accordance with this Section 2.12(g)(ii)) an amount equal to 100% of the Net
Proceeds from such issuance.

                  (h) Not later than 90 days after the end of each fiscal year
of the Company, commencing with the fiscal year ending on or about December 31,
2002, the Company and any other applicable Borrower shall pay to the Applicable
Agent (for application to the prepayment of the Term Loans (allocated ratably
among the Tranche A Term Loans, the Tranche A-1 Term Loans and the Tranche B
Term Loans) in accordance with Section 2.12(i) below) an amount equal to the
Applicable Excess Cash Flow Prepayment Percentage (as of the last day for the
fiscal year for which Excess Cash Flow is calculated) of the amount of the
Excess Cash Flow for such fiscal year.

                  (i) Each prepayment of principal of the Tranche A Term Loans
or the Tranche B Term Loans pursuant to this Section 2.12 shall be applied to
reduce scheduled payments of principal of the applicable Loans due under
paragraph (a) or (b), as applicable, of Section 2.11 after the date of such
prepayment pro rata in accordance with the remaining scheduled amount of each
such payment; provided, however, that in the case of any prepayment of the
Tranche A Term Loans and the Tranche B Term Loans pursuant to Section 2.12(h) or
Section 2.12(a), the principal amount of such prepayment shall be applied to
reduce scheduled payments of principal due under Section 2.11 after the date of
such prepayment in the chronological order of maturity. Each prepayment of
principal of the Tranche A-1 Term Loans pursuant to

<PAGE>

                                                                              56

this Section 2.12 shall be applied to the then outstanding principal amount
thereof. Notwithstanding anything in this Section 2.12 to the contrary, so long
as any Tranche A Term Loans or Tranche A-1 Term Loans are outstanding, each
prepayment with respect to the Tranche B Term Loans (other than any prepayment
made pursuant to Section 2.12(a)) shall be applied in accordance with Section
2.12(k).

                  (j) In the event the amount of any prepayment required to be
made above shall exceed the aggregate principal amount of the applicable
outstanding ABR Loans (the amount of any such excess being called the "Excess
Amount"), the Company and any other applicable Borrower shall have the right, in
lieu of making such prepayment in full, to prepay all the outstanding applicable
ABR Loans and to deposit an amount equal to the Excess Amount with the
Collateral Agent in a cash collateral account maintained (pursuant to
documentation satisfactory to the Administrative Agent) by and in the sole
dominion and control of the Collateral Agent. Any amounts so deposited shall be
held by the Collateral Agent as collateral for the Obligations and applied to
the prepayment of the applicable Eurodollar Loans at the end of the current
Interest Periods applicable thereto. On any Business Day on which (x) collected
amounts remain on deposit in or to the credit of such cash collateral account
after giving effect to the payments made on such day pursuant to this Section
2.12(j) and (y) the Company shall have delivered to the Collateral Agent a
written request or a telephonic request (which shall be promptly confirmed in
writing) that such remaining collected amounts be invested in the Permitted
Investments specified in such request, the Collateral Agent shall use its
reasonable efforts to invest such remaining collected amounts in such Permitted
Investments; provided, however, that the Collateral Agent shall have continuous
dominion and full control over any such investments (and over any interest that
accrues thereon) to the same extent that it has dominion and control over such
cash collateral account and no Permitted Investment shall mature after the end
of the Interest Period for which it is to be applied. The Company and any other
applicable Borrower shall not have the right to withdraw any amount from such
cash collateral account until the applicable Eurodollar Loans and accrued
interest thereon are paid in full or if a Default or Event of Default then
exists or would result.

                  (k) The Company shall at least three Business Days prior to
any expected prepayment (or offer of prepayment) pursuant to Section 2.12(g) or
(h), as the case may be, notify the Applicable Agent of such prepayment (or
offer of prepayment) and the approximate amount and date thereof. Upon receipt
of any such notice, the Applicable Agent shall promptly provide to each Tranche
B Lender a notice (each, a "Prepayment Option Notice") (i) setting forth the
amount of such prepayment (or offer of prepayment) to be applied to the Tranche
B Term Loans (the "Tranche B Prepayment Amount"), the estimated portion thereof
that the applicable Tranche B Lender will be entitled to receive if it accepts
such prepayment (or offer of prepayment) on the prepayment date (each, a
"Prepayment Date"), (ii) requesting such Tranche B Lender to notify the
Applicable Agent in writing, no later than the Business Day preceding the
Prepayment Date, of such Tranche B Lender's acceptance or rejection (in each
case, in whole and not in part) of such prepayment (or offer of prepayment) and
(iii) informing such Tranche B Lender that failure by such Tranche B Lender to
reject prepayment (or offer of prepayment) in writing on or before the Business
Day prior to the Prepayment Date shall be deemed an acceptance of such
prepayment (or offer of prepayment). On the Prepayment Date, the Applicable
Agent shall apply that portion of the Tranche B Prepayment Amount in respect of
which Tranche B Lenders have accepted or been deemed to have accepted prepayment
(or offer of prepayment) to the prepayment of the Tranche B Term Loans in
accordance with this Section 2.12(k). The remaining amount of the Tranche B
Prepayment Amount after the payments described in the immediately preceding
sentence shall be allocated ratably to the then-outstanding Tranche A Term Loans
and Tranche A-1 Term Loans for prepayment in accordance with Section 2.12(i).

                  (l) If at any time the outstanding balance of the Canadian
Revolving Loans exceeds 105% of the Canadian Revolving Credit Commitments as a
result of the fluctuation of currency values, the Canadian Borrowers shall
immediately repay the aggregate outstanding Canadian Revolving Loans to the
extent required to eliminate such excess. If any such excess remains after
repayment in full of the aggregate outstanding Canadian Revolving Loans, the
Canadian Borrowers shall provide cash collateral for the

<PAGE>

                                                                              57

Canadian Borrower Letter of Credit Exposure and Canadian B/A Borrowings in the
manner set forth in Sections 2.24 and 2.26, as applicable, to the extent
required to eliminate such excess.

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

<TABLE>
<CAPTION>
                 Period                      Premium
                 ------                      -------
<S>                                          <C>
Closing Date to and including first            3%
anniversary of Closing Date

Thereafter to and including second             2%
anniversary of Closing Date

Thereafter to and including third              1%
anniversary of Closing Date
</TABLE>

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

                  SECTION 2.13. Reserve Requirements; Change in Circumstances.
(a) Notwithstanding any other provision herein, if after the Closing Date any
change in applicable law or regulation or in the interpretation or
administration thereof by any governmental authority (including the National
Association of Insurance Commissioners) charged with the interpretation or
administration thereof (whether or not having the force of law) shall change the
basis of taxation of payments to any Lender or any Issuing Bank in respect of
any Letter of Credit or of the principal of or interest on any Eurodollar Loan
made by such Lender or the return payable to any Supplemental Revolving Credit
Lender pursuant to Section 2.01 or any Fees or other amounts payable hereunder
(other than changes in respect of (i) taxes imposed on the overall net income of
such Lender or such Issuing Bank by the jurisdiction in which such Lender or
such Issuing Bank has its principal office or by any political subdivision or
taxing authority therein and (ii) any Taxes described in Section 2.18), or shall
impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets or deposits with or for the account of or credit
extended by or deposits by or, in the case of the Letters of Credit,
participated in by such Lender (except any such reserve requirement which is
reflected in the Adjusted LIBO Rate) or such Issuing Bank or shall impose on
such Lender or such Issuing Bank or the interbank eurodollar market any other
condition affecting this Agreement, any Letter of Credit (or any participation
with respect thereto), the Letter of Credit Exposure, the Letter of Credit
Commitment, Eurodollar Loans made by such Lender or the Supplemental Revolving
Credit Linked Deposit of such Lender, and the result of any of the foregoing
shall be to increase the cost to such Lender or such Issuing Bank of making or
maintaining the Letter of Credit Exposure, the Letter of Credit Commitment, any
Eurodollar Loan (or, in the case of such Issuing Bank, of making any payment or
maintaining the Letter of Credit Commitment) or any Supplemental Revolving
Credit Linked Deposit or to reduce the amount of any sum received or receivable
by such Lender or such Issuing Bank hereunder or under the Notes (whether of
principal, interest or otherwise) by an amount deemed by such Lender or such
Issuing Bank to be material, then the Company will pay to such Lender or such
Issuing Bank upon demand such additional amount or amounts as will compensate
such Lender or such Issuing Bank for such additional costs incurred or reduction
suffered.

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                                                                              58

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

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

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

                  (e) Promptly after any Lender or Issuing Bank has determined,
in its sole judgment, that it will make a request for increased compensation
pursuant to this Section, such Lender or Issuing Bank will notify the applicable
Borrower thereof. Failure on the part of any Lender or Issuing Bank so to notify
the applicable Borrower or to demand compensation for any increased costs or
reduction in amounts received or receivable or reduction in return on capital
with respect to any period shall not constitute a waiver of such Lender's or
Issuing Bank's right to demand compensation with respect to such period or any
other period; provided that the applicable Borrower shall not be under any
obligation to compensate any Lender or Issuing Bank under Section 2.13(b) with
respect to increased costs or reductions with respect to any period prior to the
date that is six months prior to such request if such Lender or the Issuing Bank
knew or could reasonably have been expected to be aware of the circumstances
giving rise to such increased costs or reductions and of the fact that such
circumstances would in fact result in such increased costs or reduction;
provided, further, that, the foregoing limitation shall not apply to any
increased costs or reductions arising out of the retroactive

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                                                                              59

application of any law, regulation, rule, guideline or directive as aforesaid
within such six month period. The protection of this Section shall be available
to each Lender and Issuing Bank regardless of any possible contention of the
invalidity or inapplicability of the law, rule, regulation, guideline or other
change or condition which shall have occurred or been imposed.

                  SECTION 2.14. Change in Legality. (a) Notwithstanding any
other provision herein, if the adoption of or any change in any law or
regulation or in the interpretation thereof by any Governmental Authority
charged with the administration or interpretation thereof shall make it unlawful
for any Lender to make or maintain any Eurodollar Loan or make or maintain any
Supplemental Revolving Credit Linked Deposit or to give effect to its
obligations as contemplated hereby with respect to any Eurodollar Loan or
Supplemental Revolving Credit Linked Deposit, then, by written notice to the
applicable Borrower and to the Applicable Agent, such Lender may:

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

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

                  (iii)    in the case of Supplemental Revolving Credit Linked
         Deposits, require that its funding obligations with respect thereto be
         amended or converted in a manner directed by the Administrative Agent
         so as to comply with law.

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

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

                  SECTION 2.15. Indemnity. The Company and, if applicable, the
Canadian Borrowers shall severally indemnify each Lender against any loss or
expense (other than taxes) which such Lender may sustain or incur as a
consequence of (a) any failure by any Borrower to fulfill on the date of any
Borrowing or proposed Borrowing hereunder the applicable conditions set forth in
Article IV, (b) any failure by any Borrower to borrow or to refinance, convert
or continue any Loan hereunder after irrevocable notice of such Borrowing,
refinancing, conversion or continuation has been given pursuant to Section 2.03
or 2.10, (c) any payment, prepayment or conversion of a Eurodollar Loan required
by any other provision of this Agreement or otherwise made or deemed made on a
date other than the last day of the Interest Period applicable thereto, (d) any
default in payment or prepayment of the principal amount of any Loan or B/A or
any part thereof or interest accrued thereon, as and when due and payable (at
the due date thereof, whether by scheduled maturity, acceleration, irrevocable
notice of prepayment or otherwise), (e) the return of all or any portion of a
Supplemental Revolving Credit Linked Deposit to such Lender on a day other than
the last day of an Interest Period for which the applicable Supplemental
Revolving Eurodollar Rate has been established or (f) the occurrence of any
Event of Default, including, in each such case, any loss or reasonable expense
sustained or incurred or to be sustained or incurred in liquidating or employing
deposits from third parties acquired to effect or maintain such Loan or any part
thereof as a Eurodollar Loan or B/A, as the case may be. Such loss

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                                                                              60

or reasonable expense shall exclude loss of margin hereunder but shall include
an amount equal to the excess, if any, as reasonably determined by such Lender,
of (i) its cost of obtaining the funds for the Loan being paid, prepaid,
converted or not borrowed, converted or continued (assumed to be the Adjusted
LIBO Rate or Discount Rate applicable thereto) or the deposit being returned for
the period from the date of such payment, prepayment, conversion, return or
failure to borrow, convert or continue to the last day of the Interest Period or
Contract Period for such Loan (or, in the case of a failure to borrow, convert
or continue, the Interest Period or Contract Period for such Loan which would
have commenced on the date of such failure) over (ii) the amount of interest (as
reasonably determined by such Lender) that would be realized by such Lender in
reemploying the funds so paid, prepaid, converted, returned or not borrowed,
converted or continued for such period or Interest Period or Contract Period, as
the case may be. A certificate of any Lender setting forth any amount or amounts
which such Lender is entitled to receive pursuant to this Section (and the
reasons therefor) shall be delivered to the applicable Borrower through the
Applicable Agent and shall be conclusive absent manifest error.

                  SECTION 2.16. Pro Rata Treatment. Except as required under
Sections 2.12, 2.14, 2.18, 2.26 and 2.27, each Borrowing, each payment or
prepayment of principal of any Borrowing, each payment of interest on the Loans,
each payment of the Commitment Fees or Letter of Credit Fees, each reduction of
the Revolving Credit Commitments, the Additional Revolving Credit Commitments,
the Canadian Revolving Credit Commitments and the Total Supplemental Revolving
Credit Linked Deposit Amount, and each refinancing of any Borrowing with,
conversion of any Borrowing to or continuation of any Borrowing as a Borrowing
of any Type shall be allocated (except in the case of Swingline Loans) pro rata
among the Lenders in accordance with their respective Revolving Credit
Commitments, Additional Revolving Credit Commitments, Canadian Revolving Credit
Commitments or Supplemental Revolving Credit Linked Deposit Amounts, as the case
may be, or, if applicable outstanding Loans, as the case may be. Each Lender
agrees that in computing such Lender's portion of any Borrowing to be made
hereunder, the Applicable Agent may, in its discretion, round each Lender's
percentage of such Borrowing, computed in accordance with Section 2.01, to the
next higher or lower whole dollar amount.

                  SECTION 2.17. Payments. (a) The Company shall make each
payment without set-off or counterclaim (including principal of or interest on
any Borrowing or any Fees or other amounts) required to be made by it hereunder
and under any other Loan Document not later than 12:00 noon, New York City time,
on the date when due in dollars to the Administrative Agent at its offices at
One Chase Manhattan Plaza - 8th Floor, New York, New York, 10081, Attention of
Loan Agency Services, in immediately available funds, for credit to JPMorgan
Chase Bank, ABA Number 021000021, Account Number 323-5-02059. Each Canadian
Borrower shall make each payment without set-off or counterclaim (including
principal of or interest on any Borrowing or any Fees or other amounts) required
to be made by it hereunder and under any other Loan Document not later than
12:00 noon, Toronto time, on the date when due to the Canadian Administrative
Agent, at its offices at 200 Bay Street, Suite 1800, Royal Bank Plaza, South
Tower, Toronto, Ontario M5J 2J2, Attention Funding Officer, in immediately
available funds, for the credit of JPMorgan Chase Bank, Toronto Branch, Royal
Bank of Canada, Correspondent Banking Division, Toronto, Transit #: 07172,
Account Number 1000405 (if such payment is made in Canadian dollars). Such
payments shall be for credit to the account of JPMorgan Chase Bank, Toronto
Branch, at JPMorgan Chase Bank, New York, New York, ABA Number: 021000021, SWIFT
Number: CHASUS 33, Account Number: 400929821 (if such payment is made in
dollars).

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

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                                                                              61

immediately preceding Business Day), and such extension of time shall in such
case be included in the computation of interest or Fees, if applicable.

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

                  SECTION 2.18. Taxes. (a) Any and all payments by each Borrower
to the Administrative Agent or the Canadian Administrative Agent, as the case
may be, the Issuing Banks or the Lenders hereunder or under the other Loan
Documents shall be made, in accordance with Section 2.17 free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding (i) in the case of each Lender, each Issuing Bank and the
Administrative Agent, taxes that would not be imposed but for a connection
between such Lender, such Issuing Bank or the Administrative Agent (as the case
may be) and the jurisdiction imposing such tax, other than a connection arising
solely by virtue of the activities of such Lender, such Issuing Bank or the
Administrative Agent (as the case may be) pursuant to or in respect of this
Agreement or under any other Loan Document, including, without limitation,
entering into, lending money or extending credit pursuant to, receiving payments
under, or enforcing, this Agreement or any other Loan Document, and (ii) in the
case of each Lender, each Issuing Bank and the Administrative Agent, any United
States withholding taxes payable with respect to payments hereunder or under the
other Loan Documents under laws (including, without limitation, any statute,
treaty, ruling, determination or regulation) in effect on the Initial Date (as
hereinafter defined) for such Lender, such Issuing Bank or the Administrative
Agent, as the case may be, but not excluding any United States withholding taxes
payable solely as a result of any change in such laws occurring after the
Initial Date (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as "Taxes"). For
purposes of this Section 2.18, the term "Initial Date" shall mean (i) in the
case of the Administrative Agent, any Issuing Bank or any Lender, the date on
which such person became a party to this Agreement and (ii) in the case of any
assignment including any assignment by a Lender or an Issuing Bank to a new
lending office, the date of such assignment. If any Taxes shall be required by
law to be deducted from or in respect of any sum payable hereunder or under any
other Loan Document to any Lender, any Issuing Bank, the Canadian Administrative
Agent or the Administrative Agent (i) the sum payable by the applicable Borrower
shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.18) such Lender, such Issuing Bank, the Canadian Administrative
Agent or the Administrative Agent (as the case may be) receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the
applicable Borrower shall make such deductions and (iii) the applicable Borrower
shall pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law. No Borrower shall be required to
pay any amounts pursuant to clause (i) of the preceding sentence to any Lender,
any Issuing Bank, the Administrative Agent or the Canadian Administrative Agent
(in the case of payments to be made by the Company) not organized under the laws
of the United States of America or a state thereof (or, in the case of payments
to be made by the Canadian Borrowers, not organized under the laws of Canada) if
such Lender, such Issuing Bank, the Canadian Administrative Agent or the
Administrative Agent fails to comply with the requirements of paragraph (f) or
(g), as the case may be, and paragraph (h) of this Section 2.18.

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

                  (c) The Company will indemnify each Lender, each Issuing Bank,
the Administrative Agent and the Canadian Administrative Agent for the full
amount of Taxes and Other Taxes (including any Taxes or

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                                                                              62

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

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

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

                  (f) In the case of any Borrowing by the Company, this
paragraph (f) shall apply. Each Lender, each Issuing Bank and the Administrative
Agent that is not organized under the laws of the United States of America or a
state thereof agrees that at least 10 days prior to the first Interest Payment
Date following the Initial Date in respect of such Issuing Bank or such Lender,
it will deliver to the Company and the Administrative Agent (if appropriate) two
duly completed copies of either (i) United States Internal Revenue Service Form
W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in
each case that the Issuing Bank or such Lender or the Administrative Agent, as
the case may be, is entitled to receive payments under this Agreement and the
Notes payable to it without deduction or withholding of any United States
federal income taxes and backup withholding taxes or is entitled to receive such
payments at a reduced rate pursuant to a treaty provision or (ii) in the case of
a Lender that is not a "bank" within the meaning of Section 881(c)(3) of the
Code, United States Internal Revenue Service Form W-8BEN or successor applicable
form and a statement from such Lender certifying to the fact that interest
payable to it hereunder (A) will not be described in Section 871(h)(3)(A) or
Section 881(c)(3)(A), (B) or (C) of the Code and (B) will not be effectively
connected with a trade or business carried on in the United States by such
Lender. Each Lender, each Issuing Bank and the Administrative Agent required to
deliver to the Company and the Administrative Agent a Form W-8BEN or W-8ECI
pursuant to the preceding sentence further undertakes to deliver to the Company
and the Administrative Agent (if appropriate) two further copies of

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                                                                              63

Form W-8BEN or W-8ECI, or successor forms, or other similar manner of
certification and such extensions or renewals thereof as may reasonably be
requested by the Company and, in the case where a Form W-8BEN has been delivered
in accordance with clause (ii) of the preceding sentence, a further statement
certifying to the facts set forth in clause (B) of the preceding sentence (i) at
the times reasonably requested by the Company, (ii) after the occurrence of an
event requiring a change in the most recent form or statement previously
delivered by it to the Company or (iii) in the case of Form W-8BEN or W-8ECI, on
or before the date that any such form expires or becomes obsolete, and, in the
case of Form W-8BEN or W-8ECI delivered in accordance with clause (i) of the
preceding sentence, certifying that such Issuing Bank or such Lender is entitled
to receive payments under this Agreement without deduction or withholding of any
United States federal income taxes and backup withholding taxes or is entitled
to receive such payments at a reduced rate pursuant to a treaty provision,
unless such Issuing Bank or such Lender advises the Company that it is unable
lawfully to provide such forms and other certifications and notifies the Company
to such effect. Unless the Company and the Administrative Agent have received
forms, certificates and other documents satisfactory to them indicating that
payments hereunder or under or in respect of the Notes or the Letters of Credit
to or for any Issuing Bank or Lender not incorporated under the laws of the
United States or a state thereof are not subject to United States withholding
tax or are subject to such tax at a rate reduced by an applicable tax treaty,
the Company or the Administrative Agent shall withhold such taxes from such
payments at the applicable statutory rate.

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

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

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                                                                              64

Disbursements or such Loans of such Issuing Bank or such Lender, respectively,
plus all Fees and other amounts accrued for the account of such Issuing Bank or
such Lender hereunder.

                  SECTION 2.19. Issuance of Letters of Credit. (a) Each Issuing
Bank agrees, upon the terms and subject to the conditions herein set forth, to
issue Letters of Credit (including Foreign Subsidiary Letters of Credit), in a
form reasonably acceptable to the Applicable Agent and such Issuing Bank,
appropriately completed, for the account of the Company or applicable Canadian
Borrower, as the case may be, at any time and from time to time on and after the
Closing Date (or on or after the Fifth Amendment Effective Date in the case of
Supplemental Letters of Credit) until the earlier of the date five Business Days
prior to the Revolving Credit Maturity Date or the Canadian Revolving Credit
Maturity Date, as the case may be, and the termination of the Revolving Credit
Commitments, the Canadian Revolving Credit Commitments or the Supplemental
Revolving Credit Facility , as the case may be, in accordance with the terms
hereof; provided, however, that any Letter of Credit shall be issued by an
Issuing Bank only if, and each request by a Borrower for the issuance of any
Letter of Credit shall be deemed a representation and warranty of such Borrower
that, immediately following the issuance of any such Letter of Credit, (i)(w)
the Letter of Credit Exposure (other than in respect of Indebtedness of the
Brazilian Subsidiary and the Italian JV) under the Revolving Credit Facility
shall not exceed the Revolving Letter of Credit Commitment in effect at the
time, (x) the Letter of Credit Exposure in respect of Indebtedness of the
Brazilian Subsidiary shall not exceed an amount equal to $30,000,000 less the
amount of any Indebtedness incurred under clause (viii) of Section 6.01(c) and
the Letter of Credit Exposure in respect of Indebtedness of the Italian JV shall
not exceed $10,000,000, (y) the Revolving Letter of Credit Exposure shall not
exceed the Revolving Credit Commitments and Canadian Revolving Credit
Commitments in effect at the time and (z) the Supplemental Letter of Credit
Exposure shall not exceed the Supplemental Revolving Letter of Credit Commitment
in effect at the time, and (ii) the Borrowers will be in compliance with
Sections 2.01(c) and (e). In determining whether the issuance of a Letter of
Credit will comply with the preceding sentence, each Issuing Bank may rely
conclusively on information obtained from the Administrative Agent or the
Canadian Administrative Agent, as the case may be, regarding the aggregate
principal amount of outstanding Revolving Loans, Canadian Revolving Loans and
the aggregate Revolving Credit Commitments, Canadian Revolving Credit
Commitments. Each Letter of Credit shall provide for payments of drawings in
dollars or, if requested by a Canadian Borrower, Canadian dollars or, if
requested by the Company, a Foreign Currency; provided, that the Letter of
Credit Exposure in respect of Letters of Credit denominated in a Foreign
Currency shall not exceed $20,000,000.

                  (b) Each Letter of Credit shall expire no later than the fifth
Business Day preceding the Revolving Credit Maturity Date or the Canadian
Revolving Credit Maturity Date, as the case may be, unless such Letter of Credit
expires by its terms on an earlier date as described below in Section 2.19(c).
Each Letter of Credit shall provide for payments of drawings in dollars or, if
requested by a Canadian Borrower, Canadian dollars or, if requested by the
Company, a Foreign Currency; provided, that the Letter of Credit Exposure in
respect of Letters of Credit denominated in a Foreign Currency shall not exceed
$20,000,000. Each Letter of Credit shall reduce availability under the Revolving
Credit Commitments, the Canadian Revolving Credit Commitments or the
Supplemental Revolving Credit Facility, as applicable.

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

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                                                                              65

each Revolving Lender, Supplemental Revolving Lender or Canadian Lender, as the
case may be, prompt notice of the issuance and amount of each Letter of Credit
and the expiration of each Letter of Credit.

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

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

                  (f) On the Fifth Amendment Effective Date, all Letters of
Credit then outstanding will automatically, without any action on the part of
any person, be deemed to be Supplemental Revolving Letters of Credit issued
hereunder on the Fifth Amendment Effective Date for the account of the Company
(on a joint and several basis with any other Borrower which is an account party
with respect to any such Letter of Credit), if applicable, for all purposes of
this Agreement and the other Loan Documents.

                  (g) Notwithstanding anything to the contrary in this
Agreement, (i) Letters of Credit shall at all times and from time to time be
deemed to be first Supplemental Revolving Letters of Credit up to but not to
exceed the Supplemental Revolving Letter of Credit Commitment and thereafter be
deemed to be Revolving Letters of Credit only to the extent, and in an amount by
which, the aggregate amount of outstanding Letters of Credit exceeds such
permitted amount of Supplemental Revolving Letters of Credit, (ii) drawings
under any Letter of Credit shall be deemed to have been made first under
Supplemental Revolving Letters of Credit for so long as, and to the extent that,
there are any undrawn Supplemental Revolving Letters of Credit outstanding (and
thereafter shall be deemed to have been made under Revolving Letters of Credit)
and (iii) any Letter of Credit that expires or terminates will be deemed to be
first a Revolving Letter of Credit, for so long as, and to the extent that,
there are outstanding Revolving Letters of Credit immediately prior to such
expiration or termination. To the extent necessary to implement the foregoing,
the identification of a Letter of Credit as a Supplemental Revolving Letter of
Credit or a Supplemental Revolving Letter of Credit may change from time to time
and a portion of a Letter of Credit may be deemed to be a Supplemental Revolving
Letter of Credit and the remainder be deemed to be a Revolving Letter of Credit.

                  SECTION 2.20. Participations; Unconditional Obligations. (a)
By the issuance of a Letter of Credit and without any further action on the part
of the applicable Issuing Bank, the Revolving Lenders, the Supplemental
Revolving Lenders or Canadian Revolving Lenders in respect thereof, each Issuing
Bank hereby grants to each Revolving Lender, Supplemental Revolving Lender or
Canadian Revolving Lender, as the case may be, and each Revolving Lender,
Canadian Revolving Lender, Supplemental Revolving Lender, as the case may be,
hereby agrees to acquire from such Issuing Bank, a participation in such Letter
of Credit equal to such Revolving Lender's, Canadian Revolving Lender's or
Supplemental Revolving Lender's, as the case may be, Applicable Percentage of
the face amount of such Letter of Credit, effective upon the issuance of such
Letter of Credit. In consideration and in furtherance of the foregoing, each
Revolving Lender, Supplemental Revolving Lender or Canadian Revolving Lender, as
the case may be, hereby absolutely and unconditionally agrees to pay to the
Applicable Agent, for the account of such Issuing Bank, in accordance with
Section 2.02(f), such Revolving Lender's, Supplemental Revolving Lender's,
Supplemental Revolving Lenders or Canadian Revolving Lender's, as the case may
be, Applicable Percentage of each Letter of Credit Disbursement made by such
Issuing Bank; provided, however, that the Revolving Lenders, Supplemental
Revolving Lenders or Canadian Revolving Lenders, as the case may be, shall not
be obligated to make any such payment to an Issuing Bank with respect to any
wrongful payment or disbursement made as a result of the gross negligence or
willful misconduct of such Issuing Bank in determining whether documents
presented in connection with such Letter of Credit Disbursement conform to the
requirements of the applicable Letter of Credit. In order to make payments
required by the preceding sentence, each Supplemental Revolving Lender hereby
irrevocably authorizes the Administrative Agent to make available to such
Issuing Bank upon demand

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                                                                              66

at the Issuing Bank's address for notices specified herein such Supplemental
Revolving Lender's Applicable Percentage of the amount of such draft, or any
part thereof, that is not so reimbursed from amounts on deposit in such
Supplemental Revolving Lender's Supplemental Revolving Credit Linked Account
(whether or not the conditions to borrowing set forth in Section 4.02 are
satisfied).

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

                  SECTION 2.21. Letter of Credit Fee. Each Borrower agrees to
pay to the Applicable Agent for the account of the Revolving Lenders,
Supplemental Revolving Lenders or Canadian Revolving Lenders, as the case may
be, for each calendar quarter (or shorter period ending with the first date on
which the applicable Letters of Credit Commitment shall have expired or been
terminated and there shall be no outstanding Letters of Credit) a fee (the
"Letter of Credit Fee") on the average daily amount of the outstanding Letters
of Credit issued for the account of such Borrower at a per annum rate equal to
(i) with respect to Revolving Letters of Credit, the Applicable Margin at such
time for Eurodollar Revolving Loans and (ii) with respect to Supplemental
Revolving Letters of Credit, the Applicable Margin at such time for Eurodollar
Supplemental Revolving Loans; provided that with respect to any Letter of Credit
as to which such Borrower has failed to make a payment required by Section 2.22,
interest calculated at the rate set forth in Section 2.07 from the date such
payment was due through the date such payment is made shall be paid by such
Borrower in lieu of the Letter of Credit Fee on the date such payment is made.
The Letter of Credit Fee shall be computed on the basis of the actual number of
days elapsed over a year of 360 days. The Administrative Agent or the Canadian
Administrative Agent, as the case may be, agrees to disburse to each Revolving
Lender, Supplemental Revolving Lender or Canadian Revolving Lender, as the case
may be, its pro rata portion of such Letter of Credit Fee promptly upon receipt.
With respect to Revolving Letters of Credit, the Letter of Credit Fee shall be
paid in arrears on the last day of March, June, September and December of each
year and on the Revolving Credit Maturity Date or Canadian Revolving Credit
Maturity Date, as the case may be (or the first date on which the Revolving
Letter of Credit Commitment shall have expired or been terminated and there
shall be no outstanding Revolving Letters of Credit, if earlier). With respect
to Supplemental Revolving Letters of Credit, the Letter of Credit Fee shall be
paid in arrears on the first Business Day of each calendar month of each year
and on the Revolving Credit Maturity Date (or the first date on which the
Supplemental Revolving Letter of Credit Commitment shall have expired or been
terminated and there shall be no outstanding Supplemental Revolving Letters of
Credit, if earlier). Once paid the Letter of Credit Fee paid or payable shall
not be refundable in any circumstances whatsoever, absent manifest error.

                  SECTION 2.22. Agreement To Repay Letter of Credit
Disbursements. (a) If an Issuing Bank shall pay any draft presented under a
Letter of Credit, the Borrower for whose account such Letter of Credit was
issued shall pay to the Applicable Agent, on behalf of such Issuing Bank, an
amount equal to the amount of such draft before 11:00 a.m., New York City time,
on the Business Day on which such Issuing Bank shall have notified such Borrower
that payment of such draft will be made (or such later time as is not later than
one hour after such Borrower shall have received such notice or, if such
Borrower shall have received such notice later than 4:00 p.m., New York City
time, on any Business Day, not later than 10:00 a.m., New York City time, on the
immediately following Business Day). The Applicable Agent will promptly pay any
such amounts received by it to such Issuing Bank. Each Supplemental Revolving
Lender authorizes each of the Administrative Agent and Issuing Bank which has
received payment of a reimbursement

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                                                                              67

obligation as to which it has previously received any payments from the
Supplemental Revolving Lender pursuant to Section 2.02(p) to deposit into its
Supplemental Revolving Credit Linked Account its Applicable Percentage thereof.

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

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

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

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

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

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

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

                  SECTION 2.23. Letter of Credit Operations. Each Issuing Bank
shall, promptly following its receipt thereof, examine all documents purporting
to represent a demand for payment under an outstanding Letter of Credit to
ascertain that the same appear on their face to be in substantial conformity
with the terms and conditions of such outstanding Letter of Credit. Such Issuing
Bank shall (i) as promptly as possible after such demand for payment give oral
notification, confirmed by telecopy, to the Applicable Agent and the applicable
Borrower of such demand for payment and (ii) as promptly as possible after such
Issuing Bank determines whether such demand for payment was in accordance with
the terms and conditions of such outstanding Letter of Credit, give notice in
the same manner to the Applicable Agent and such Borrower as to such
determination and as to whether such Issuing Bank has made or will make a Letter
of Credit

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                                                                              68

Disbursement thereunder, provided that the failure to give such notices shall
not relieve any Borrower of its obligation to reimburse such Issuing Bank with
respect to any such Letter of Credit Disbursement, and the Applicable Agent
shall promptly give each Revolving Lender, Supplemental Revolving Lender or
Canadian Revolving Lender, as the case may be, notice thereof.

                  SECTION 2.24. Cash Collateralization. If any Event of Default
shall occur and be continuing, each Borrower shall, on the Business Day it
receives notice from the Applicable Agent or the Required Lenders therefor,
deposit in an account with the Applicable Agent, for the benefit of the Lenders,
an amount in cash equal to its Letter of Credit Exposure as of such date. Such
deposit shall be held by the Applicable Agent as collateral for the payment and
performance of the Obligations. So long as such Event of Default is continuing,
the Applicable Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits in Permitted Investments, which investments
shall be made at the option and sole discretion of the Applicable Agent, such
deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall
automatically be applied by the Applicable Agent to reimburse the applicable
Issuing Bank and the Revolving Lenders, Supplemental Revolving Lenders or
Canadian Lenders, as the case may be, for Letter of Credit Disbursements and, if
the maturity of the Loans has been accelerated, to satisfy the Obligations. All
remaining amounts on deposit shall be returned to the applicable Borrower within
three Business Days after all Events of Default have been cured or waived.

                  SECTION 2.25. Termination and Reduction of Letter of Credit
Commitment. (a) Notwithstanding any other provision hereof, in the event that
any restrictions or limitations are imposed upon or determined or held to be
applicable to any Issuing Bank, any Lender or any Borrower by, under or pursuant
to any law or regulation (Federal, state, provincial or local) now or hereafter
in effect or by reason of any interpretation thereof by any court or
Governmental Authority (including any interpretation by the Comptroller of the
Currency as to the applicability of 12 U.S.C. Section 84 or any substitute
statute, as now or hereafter in effect, to the transactions contemplated
hereby), which would prevent such Lender from legally incurring liability under
or in connection with a Letter of Credit issued or to be issued pursuant hereto,
then such Lender shall give prompt written notice thereof to the Applicable
Agent (which shall notify the Company, each Issuing Bank and each other
Revolving Lender, Supplemental Revolving Lender or Canadian Lender, as the case
may be, thereof as soon as reasonably practicable), whereupon the obligation of
each Issuing Bank to issue additional Letters of Credit pursuant hereto shall be
reduced by the Applicable Percentage of such Lender (and, as to any Letter of
Credit thereafter issued, the Applicable Percentages of the other Lenders shall
be determined as though such Lender does not have a Revolving Credit Commitment,
Canadian Revolving Credit Commitment or Supplemental Revolving Credit
Commitment, as the case may be) until the Applicable Agent shall be advised that
such event is no longer continuing or until such Lender shall have assigned its
applicable Commitments pursuant to the provisions of this Agreement.

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

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

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                                                                              69

to Section 2.09 to an amount that is less than the Supplemental Revolving Letter
of Credit Commitment, the Supplemental Revolving Letter of Credit Commitment
shall be permanently reduced to an amount equal to the Total Supplemental
Revolving Credit Linked Deposit Amount.

                  SECTION 2.26. Bankers' Acceptances. (a) Subject to the terms
and conditions of this Agreement, a Canadian Borrower may request a Canadian
Revolving Credit Borrowing by presenting drafts for acceptance and purchase as
B/As by the Canadian Lenders.

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

                  (c) To facilitate availment of the Canadian Revolving Credit
Borrowings by way of B/As, each Canadian Borrower hereby appoints each Canadian
Lender as its attorney to sign and endorse on its behalf, in handwriting or by
facsimile or mechanical signature as and when deemed necessary by such Canadian
Lender, blank forms of B/As substantially in the form of Schedule 2.26. In this
respect, it is each Canadian Lender's responsibility to maintain an adequate
supply of blank forms of B/As for acceptance under this Agreement. The Canadian
Borrowers recognize and agree that all B/As signed and/or endorsed on their
behalf by a Canadian Lender shall bind such Canadian Borrower as fully and
effectually as if signed in the handwriting of and duly issued by the proper
signing officers of such Canadian Borrower. Each Canadian Lender is hereby
authorized to issue such B/As endorsed in blank in such face amounts as may be
determined by such Canadian Lender; provided that the aggregate amount thereof
is equal to the aggregate amount of B/As required to be accepted and purchased
by such Canadian Lender. No Canadian Lender shall be liable for any damage, loss
or other claim arising by reason of any loss or improper use of any such
instrument except the gross negligence or willful misconduct of the Canadian
Lender or its officers, employees, agents or representatives. Each Canadian
Lender shall maintain a record with respect to B/As (a) received by it from the
Canadian Administrative Agent in blank hereunder, (b) voided by it for any
reason, (c) accepted and purchased by it hereunder, and (d) cancelled at their
respective maturities. Each Canadian Lender further agrees to retain such
records in the manner and for the statutory periods provided in the various
provincial or federal statutes and regulations which apply to such Canadian
Lender. Each Canadian Lender agrees to provide such records to the Canadian
Borrowers at the Canadian Borrowers' expense upon request. On request by or on
behalf of the Canadian Borrowers, a Canadian Lender shall cancel all forms of
B/A which have been pre-signed or pre-endorsed on behalf of the Canadian
Borrowers and which are held by the said Canadian Lender and are not required to
be issued in accordance with the Canadian Borrowers' irrevocable notice.

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

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

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                                                                              70

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

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

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

                  (i) Each Canadian Borrower waives presentment for payment and
any other defense to payment of any amounts due to a Canadian Lender in respect
of a B/A accepted and purchased by it pursuant to this Agreement which might
exist solely by reason of such B/A being held, at the maturity thereof, by such
Canadian Lender in its own right and each Canadian Borrower agrees not to claim
any days of grace if such Canadian Lender as holder sues a Canadian Borrower on
the B/A for payment of the amount payable by a Canadian Borrower thereunder. On
the specified maturity date of a B/A, or such earlier date as may be required or
permitted pursuant to the provisions of this Agreement, the applicable Canadian
Borrower shall pay the Canadian Lender that has accepted and purchased such B/A
the full face amount of such B/A and after such payment, the applicable Canadian
Borrower shall have no further liability in respect of such B/A and such
Canadian Lender shall be entitled to all benefits of, and be responsible for all
payments due to third parties under, such B/A.

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

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                                                                              71

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

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

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

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

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

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

                  SECTION 2.27. Reallocation. (a) The Borrowers may, from time
to time, but not more than once per calendar quarter, from and after the Closing
Date until the earlier of the Canadian Revolving Credit Maturity Date and the
termination of the Canadian Revolving Credit Commitments, upon giving an
irrevocable joint written notice (each, a "Reallocation Notice") to the Canadian
Administrative Agent and the Administrative Agent at least ten (10) Business
Days prior to beginning of the next following calendar quarter, temporarily
reduce, in whole or in part, or increase, the Canadian Revolving Credit
Commitments. Any reductions or increases in the Canadian Revolving Credit
Commitments or the Additional Revolving Credit Commitments shall take effect on
the first day of the next following calendar quarter. Each reduction or increase
in the Canadian Revolving Credit Commitments shall result in an automatic
corresponding increase or reduction in the Additional Revolving Credit
Commitments; provided that the amount of the Canadian Revolving Credit
Commitments shall not, at any time, (i) be reduced to an amount that is less
than the Dollar Equivalent Amount of the aggregate Canadian Revolving Loans and
Canadian Borrower Letter of Credit Exposure outstanding at such time or (ii)
exceed the amount of the Canadian Revolving Credit Commitments as of the Closing
Date, as such Canadian Revolving Credit Commitments may, from time to time, be
permanently reduced or cancelled in accordance with Section 2.12 of this
Agreement. The revolving credit commitments from time to time resulting from a
reallocation of Canadian Revolving Credit Commitments pursuant to this Section
2.27 at any time are the "Additional Revolving Credit Commitments". Any amount
of the Canadian Revolving Credit Commitments reallocated under this Section 2.27
as Additional Revolving Credit Commitments will not be available to the Canadian
Borrowers, and any amount of the Additional Revolving Credit Commitments
reallocated under this Section 2.27 as Canadian Revolving Credit Commitments
will not be available to the Company, until and only if such amounts are
reallocated back to the Canadian Revolving Credit Commitments or the Additional
Revolving Credit Commitments in accordance with the terms and conditions of this
Section 2.27. Notwithstanding the foregoing, with respect to any Reallocation
Notice delivered by the Borrowers during the second calendar quarter of 2003,
the reductions or increases in the Canadian Revolving Credit Commitments or the
Additional Revolving Credit

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                                                                              72

Commitments shall take effect on the date that is five (5) Business Days after
delivery of such Reallocation Notice.

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

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

                  SECTION 2.28. Permitted Indebtedness. The Borrowers will not
request the making of any Revolving Loan or Supplemental Revolving Loan or the
issuance of any Letter of Credit under this Agreement unless all payment
obligations of the Loan Parties that may arise in connection with such Loan or
Letter of Credit are permitted under the Senior Unsecured Notes Indenture and
the Subordinated Notes Indenture. Without limitation of the foregoing, the
Borrowers will at all times reserve sufficient available capacity under the
Senior Unsecured Notes Indenture and the Subordinated Notes Indenture so that
all Obligations related to outstanding Loans and outstanding Letters of Credit
(assuming outstanding Letters of Credit are fully drawn) will be permitted
thereunder and, in the case of the Subordinated Notes Indenture, will constitute
Senior Indebtedness or Guarantor Senior Indebtedness, as applicable.

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                                                                              73

                                  ARTICLE III.

                         REPRESENTATIONS AND WARRANTIES

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

                  SECTION 3.01. Organization, Corporate Powers. Each of Holdings
and each Restricted Subsidiary (i) is duly organized or formed, validly existing
and in good standing under the laws of the jurisdiction in which it is
organized, (ii) has all requisite corporate or partnership power and authority,
as applicable, and all material licenses, permits, franchises, consents and
approvals, to own or lease its property and assets and to carry on its business
as now conducted and as proposed to be conducted, (iii) is qualified and in good
standing as a foreign entity to do business in every jurisdiction where such
qualification is necessary, except where the failure so to qualify would not
have a Material Adverse Effect and (iv) has the corporate or partnership power
and authority, as applicable, to execute, deliver and perform each of the Loan
Documents and each agreement or instrument contemplated hereby or thereby to
which it is or will be a party. As of the Closing Date, none of Holdings or any
Restricted Subsidiary of Holdings has any assets or business, or is a party to
any material contract within the meaning of Item 6.01(b)(10) of Regulation S-K
of the Securities and Exchange Commission, other than as disclosed in Holdings'
most recent report on Form 10-K as filed with the Securities and Exchange
Commission on April 12, 2001, or in any subsequent public filing by Holdings
with the Securities and Exchange Commission made prior to the Closing Date or
otherwise relating to the Transactions.

                  SECTION 3.02. Authorization. The execution, delivery and
performance of each of the Loan Documents, the borrowings hereunder and the
consummation of the Transactions, (i) have been duly authorized by all requisite
corporate and, if required, stockholder action and (ii) will not (x) violate (A)
any provision of law, statute, rule or regulation (including, without
limitation, Regulations T, U and X) or the certificate of incorporation or
by-laws (or similar governing documents) of any of Holdings and the Restricted
Subsidiaries, (B) any applicable order of any court or any rule, regulation or
order of any Governmental Authority or (C) any indenture, certificate of
designation for preferred stock, agreement or other instrument to which any of
Holdings or any Restricted Subsidiary is a party or by which any of them or any
of their property is bound, (y) be in conflict with, result in a breach of or
constitute (with notice or lapse of time or both) a default under any such
indenture, agreement or other instrument where any such conflict, violation,
breach or default referred to in clause (ii)(x) or (ii)(y) of this Section,
individually or in the aggregate, would have a Material Adverse Effect or such
as will be addressed by the satisfaction of the conditions to the effectiveness
of this Agreement or (z) result in the creation or imposition of any Lien upon
any property or assets of Holdings or any Subsidiary, except for Liens created
by the Security Documents.

                  SECTION 3.03. Enforceability. This Agreement has been duly
executed and delivered by each of Holdings and the Borrowers and constitutes,
and each other Loan Document executed and delivered by any of Holdings or any
other Loan Party constitutes, a legal, valid and binding obligation of such
party enforceable against such party in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting creditors' rights generally and
except as enforceability may be limited by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

                  SECTION 3.04. Approvals. All consents and approvals of,
filings and registrations with, and other actions in respect of, all
Governmental Authorities required in order to make or consummate the
Transactions have been obtained, given, filed or taken and are in full force and
effect, other than (a) filings and other actions required pursuant to the
Securities Act and the Securities Exchange Act, and filings and

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                                                                              74

other actions required pursuant to state securities or blue sky laws, in each
case to the extent that such filings or other actions are not required to have
been made or taken prior to the date hereof, and (b) any such consents,
approvals, filings or other action, which the failure to obtain or make could
not reasonably be expected to have a Material Adverse Effect.

                  SECTION 3.05. Use of Proceeds. The Borrowers will use the
proceeds of the Loans only for the purposes set forth in Section 5.08.

                  SECTION 3.06. Federal Reserve Regulations. (a) None of
Holdings or any Subsidiary is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying Margin Stock.

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

                  SECTION 3.07. Options for Capital Stock. Except as provided in
Schedule 3.07 hereto, neither Holdings nor any Subsidiary is a party to any
outstanding subscriptions, options, warrants, calls, rights (including
preemptive rights) or other agreements or commitments (other than stock options
granted to employees, consultants or directors and directors' qualifying shares)
of any nature relating to any capital stock of Holdings.

                  SECTION 3.08. Security Documents. (a) The Guarantee and
Collateral Agreement is, and each of the other U.S. Security Documents (other
than the U.S. Mortgages) are effective to create in favor of the Collateral
Agent, for the benefit of the Secured Parties, a legal, valid and enforceable
(except as enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting creditors' rights generally and
except as enforceability may be limited by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law)) security interest (or hypothec, if applicable) in the
Collateral described therein. In the case of the Pledged Stock and Intercompany
Notes described in the Guarantee and Collateral Agreement, when the Collateral
Agent obtains control of stock certificates or other certificates representing
such certificated Pledged Stock and Intercompany Notes (together with the
appropriate stock powers or other appropriate transfer forms for such
certificates executed in blank), and in the case of the other Collateral
described in the Guarantee and Collateral Agreement and the other U.S. Security
Documents (other than the U.S. Mortgages), when (i) financing statements,
releases and other filings specified on Schedule 3 of the Guarantee and
Collateral Agreement or specified in the applicable other U.S Security Documents
are or have been filed and recorded, (ii) other actions specified on Schedule 3
of the Guarantee and Collateral Agreement or specified in the applicable other
U.S. Security Documents are taken and (iii) all applicable filings are made in
the Register of Personal and Moveable Real Rights in Quebec, the Collateral
Agent shall, except as otherwise set forth in the U.S. Security Documents (other
than the U.S. Mortgages) have a fully perfected Lien on, and security interest
(or hypothec, if applicable) in, all right, title and interest of the Loan
Parties in such Collateral, as security for the Obligations, in each case prior
and superior in right to any other person (except, in the case of Collateral
other than the Pledged Stock, Liens permitted by Section 6.04).

                  (b) Each of the U.S. Mortgages is effective to create in favor
of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid
and enforceable (except as enforceability may be limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws affecting
creditors' rights generally and except as enforceability may be limited by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law)) Lien on the Mortgaged
Properties described therein and proceeds thereof, and when or if the U.S.
Mortgages and related fixture filings are or have been filed in the offices
specified therein, each such Mortgage shall constitute a fully perfected Lien
on, and

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                                                                              75

security interest in, all right, title and interest of the Loan Parties in the
U.S. Mortgaged Properties encumbered by such U.S. Mortgages, as security for the
Obligations (as defined in the relevant U.S. Mortgage), in each case prior and
superior in right to any other person (except Liens permitted by Section 6.04).

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

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

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

                  SECTION 3.09. Financial Statements. (a) The unaudited pro
forma consolidated balance sheet of Holdings and its subsidiaries as at
September 30, 2001 (including the notes thereto) (the "Pro Forma Balance
Sheet"), copies of which have heretofore been furnished to each Lender, has been
prepared giving effect (as if such events had occurred on such date) to (i) the
consummation of the Transactions, (ii) the Loans to be made, the Senior
Unsecured Notes to be issued, the Receivable Facility Proceeds to be funded, the

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                                                                              76

Investor Common Equity and the Seller Preferred to be issued on the Closing
Date, the Textron Sale/Leaseback Financing to be consummated on the Closing
Date, and the use of proceeds thereof, (iii) the payment of fees and expenses in
connection with the foregoing and (iv) acquisitions consummated by Holdings
which would be required to be presented in a registration statement prepared
pursuant to and in accordance with the Securities Act (including, without
limitation, the acquisitions of The Becker Group and Joan Fabrics). The Pro
Forma Balance Sheet has been prepared in accordance with Regulation S-X as of
the date of delivery thereof, and presents fairly on a pro forma basis the
estimated financial position of Holdings and its consolidated subsidiaries as at
September 30, 2001 assuming that the events specified in the preceding sentence
had actually occurred on such date.

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

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

                  SECTION 3.10. No Material Adverse Change. (a) Except as set
forth in the Confidential Information Memorandum or any public filing by
Holdings with the Securities and Exchange Commission made on or prior to
December 4, 2001, in each case solely with respect to the financial and
operating performance of Holdings and its Subsidiaries and the Tac-Trim
Subsidiaries for the period from January 1, 2001 to October 31, 2001, there has
been no material adverse change in the business, properties, assets, operations,
financial condition, contingent liabilities or material agreements of Holdings
and its Subsidiaries, taken as a whole (after giving effect to the Acquisition),
since December 31, 2000.

                  (b) Except as set forth in the Confidential Information
Memorandum or any public filing by Holdings with the Securities and Exchange
Commission made on or prior to December 4, 2001, in each case solely with
respect to the financial and operating performance of Holdings and its
Subsidiaries and the Tac-Trim Subsidiaries for the period from January 1, 2001
to October 31, 2001, as of the Closing Date, there has

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                                                                              77

been no material adverse change in the business, operations, and assets,
financial condition, contingent liabilities or material agreements of the
Tac-Trim Subsidiaries, taken as a whole, since December 31, 2000.

                  SECTION 3.11. Title to Properties; Possession Under Leases.
(a) Each of Holdings, the Company and the Significant Subsidiaries has good and
marketable title to, or valid leasehold interests in, or easements on or other
limited property interests in, all their respective material properties and
assets, except for minor defects in title and limitations on property interests
that do not materially interfere with their respective ability to conduct their
respective business as currently conducted or to utilize such properties and
assets for their intended purposes. All such material properties and assets are
free and clear of Liens, other than Liens expressly permitted by Section 6.04 or
in any Security Document.

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

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

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

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

                  SECTION 3.13. Litigation; Compliance with Laws. (a) There are
not any actions, suits or proceedings at law or in equity or by or before any
court or Governmental Authority now pending or, to the knowledge of Holdings or
the Borrowers, threatened against or affecting Holdings or any of its
Subsidiaries or any property or rights of Holdings or any of its subsidiaries as
to which there is a reasonable possibility of an adverse determination and which
(i) if adversely determined, would, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect or (ii) involve the Loan
Documents or (iii) if adversely determined would reasonably be expected to
materially adversely affect the Transactions.

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

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                                                                              78

                  SECTION 3.14. Agreements. (a) None of Holdings or any of its
Subsidiaries is a party to any agreement or instrument or subject to any
corporate restriction that has resulted or could reasonably be expected to
result in a Material Adverse Effect.

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

                  SECTION 3.15. Investment Company Act. None of Holdings or any
of its Subsidiaries is an "investment company" or a company "controlled" by an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

                  SECTION 3.16. Public Utility Holding Company Act. None of
Holdings or any of its Subsidiaries is a "holding company", or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company", within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

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

                  SECTION 3.18. No Material Misstatements. (a) The information,
reports, financial statements, exhibits and schedules furnished by or on behalf
of Holdings or any of its Subsidiaries or Affiliates to the Administrative Agent
or any Lender in connection with the negotiation of any Loan Document or
included therein or delivered pursuant thereto, when taken as a whole, did not
contain, and as they may be amended, supplemented or modified from time to time,
will not contain, as of the Closing Date any material misstatement of fact and
did not omit, and as they may be amended, supplemented or modified from time to
time, will not omit, to state as of the Closing Date any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were, are or will be made, not materially misleading.

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                                                                              79

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

                  SECTION 3.19. Employee Benefit Plans. Each of Holdings and the
Restricted Subsidiaries and each of their ERISA Affiliates is in compliance in
all material respects with the applicable provisions of ERISA and the
regulations and published interpretations thereunder except for such
noncompliance which would not be expected to result in a Material Adverse
Effect. No Reportable Event has occurred as to which Holdings or any of the
Restricted Subsidiaries or any of their ERISA Affiliates was required to file a
report with the PBGC, other than reports for which the 30 day notice requirement
is waived, reports that have been filed and reports the failure of which to file
would not result in a Material Adverse Effect and as of the Closing Date, the
present value of all benefit liabilities under each Plan of Holdings and the
Restricted Subsidiaries or any of their ERISA Affiliates (on a termination basis
and based on those assumptions used to fund such Plan) did not, as of the last
annual valuation report applicable thereto, exceed by more than $17,500,000 the
value of the assets of such Plan on a termination basis. None of Holdings or any
of the Restricted Subsidiaries or any of their ERISA Affiliates has incurred or
could reasonably be expected to incur any Withdrawal Liability that could result
in a Material Adverse Effect. None of Holdings or any of the Restricted
Subsidiaries or any of their ERISA Affiliates has received any notification that
any Multiemployer Plan is in reorganization or has been terminated within the
meaning of Title IV of ERISA, and no Multiemployer Plan is reasonably expected
to be in reorganization or to be terminated where such reorganization or
termination has resulted or could reasonably be expected to result, through
increases in the contributions required to be made to such Plan or otherwise, in
a Material Adverse Effect.

                  SECTION 3.20. Labor Matters. There are no strikes against
Holdings or any of its Subsidiaries pending, other than any strikes which,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect. The hours worked and payment made to employees of
Holdings and each of its Subsidiaries have not been in violation in any material
respect of the Fair Labor Standards Act or any other applicable law dealing with
such matters. All material payments due from Holdings or any of its
Subsidiaries, or for which any claim may be made against Holdings or any of its
Subsidiaries, on account of wages and employee health and welfare insurance and
other benefits have been paid or accrued as a liability on the books of Holdings
or such subsidiary to the extent required by GAAP. The consummation of the
Transactions will not give rise to a right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement
to which Holdings or any of its Subsidiaries (or any predecessor) is a party or
by which Holdings or any of its subsidiaries (or any predecessor) is bound,
other than collective bargaining agreements which, individually or in the
aggregate, are not material to Holdings and its Subsidiaries taken as a whole.

                  SECTION 3.21. Environmental Matters. (a) Except as disclosed
in writing to each Agent, each Lender and the Issuing Bank prior to the Closing
Date, which disclosed matters individually and in the aggregate are not
reasonably expected by Holdings or the Company to have a Material Adverse
Effect, (i) Holdings and each of its Subsidiaries has complied in all respects
with all applicable Federal, state, local and other statutes, ordinances,
orders, judgments, rulings and regulations relating to environmental pollution
or to environmental regulation or control, except to the extent of any failure
so to comply which alone and together with other such failures is not reasonably
expected to result in a Material Adverse Effect; (ii) none of Holdings or any
Subsidiary of Holdings has received notice of any failure so to comply which
alone or together with other such failures is reasonably expected to result in a
Material Adverse Effect; and (iii) none of Holdings or any of its Subsidiaries
manages, transports or stores any hazardous wastes, hazardous substances,
hazardous materials, toxic substances or toxic pollutants, as those terms are
used in the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response Compensation and Liability Act, the Hazardous Materials
Transportation Act, the Toxic Substance Control Act, the Clean Air Act or the

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                                                                              80

Clean Water Act, in violation of any applicable regulations promulgated pursuant
thereto or of any other applicable law where such violation is reasonably likely
to result, individually or together with other violations, in a Material Adverse
Effect.

                  (b) Except with respect to matters that, individually and in
the aggregate, Holdings and the Company reasonably believe would not have a
Material Adverse Effect, as of the Closing Date: (i) the operations of Holdings
and each of its Subsidiaries comply in all respects with all Environmental Laws
and, to the knowledge of Holdings and the Borrowers after inquiry, no conditions
exist (including at properties leased or subleased to third persons) which would
subject Holdings or its Subsidiaries to damages, liabilities, penalties,
injunctive relief or clean-up costs under any Environmental Law or which require
or are reasonably likely to require any Remedial Action under any Environmental
Law; (ii) each of Holdings and its Subsidiaries has obtained all Environmental
Permits necessary for its operation or required by any Environmental Law, and
all such Environmental Permits are in good standing, and none of Holdings or its
Subsidiaries has been cited by a Governmental Authority for violating any terms
or conditions of such Environmental Permits within the five-year period prior to
the Closing Date; (iii) none of Holdings or its Subsidiaries is subject or a
party to any Environmental Claim; (iv) with respect to present facilities and
operations, none of Holdings or its Subsidiaries, or, to the knowledge of
Holdings or the Borrowers, any predecessor of such persons, is subject to any
outstanding written order or agreement with any Governmental Authority or
private party respecting (A) any Environmental Law, (B) any Remedial Action
under any Environmental Law, or (C) any Environmental Claim; (v) to the
knowledge of Holdings or the Borrowers, none of the operations of any of
Holdings or its Subsidiaries is the subject of any investigation by a
Governmental Authority evaluating whether any Remedial Action under any
Environmental Law is needed; (vi) none of Holdings or its Subsidiaries or, to
the knowledge of Holdings or the Borrowers, any predecessor of such persons has
filed any notice under any Environmental Law indicating past or present
treatment, storage or disposal of a hazardous waste as defined under 40 C.F.R.
Parts 260 through 270 (in effect as of the Closing Date) or any state
equivalent, or reporting a Release of a Contaminant; (vii) to the knowledge of
Holdings or the Borrowers except as permitted under any Environmental Law, none
of Holdings or its Subsidiaries has experienced a Release of any Contaminant,
and there has been no voluntary disposal, use, storage, recycling or treatment
on, under or at any property of such person (or in tanks or other facilities
thereon) of any Contaminant which, if known to be present on such property, or
present in soils or groundwater, would require Remedial Action under any
Environmental Law; and (viii) no Lien in favor of any Governmental Authority for
(A) any liability under any Environmental Law or (B) damages arising from or
costs incurred by such Governmental Authority in response to a Release of a
Contaminant into the environment has been recorded with respect to any property
of Holdings or any of its Subsidiaries. For purposes of this Section 3.21(b),
"knowledge" means the actual knowledge of any Responsible Officer of Holdings or
any Restricted Subsidiary, any officer of Holdings or any Restricted Subsidiary
with responsibility for environmental compliance, or any plant or facilities
manager with responsibility for overall management of such plant or facility of
Holdings or any of its Subsidiaries.

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

                  SECTION 3.22. Solvency. (a) The fair salable value of the
assets of the Company exceeds the amount that will be required to be paid on or
in respect of the existing debts and other liabilities (including contingent
liabilities) of the Company as they mature. The assets of the Company do not
constitute unreasonably small capital to carry out its business as conducted or
as proposed to be conducted. The Company does not intend to, or believe that it
will, incur debts beyond its ability to pay such debts as they mature (taking
into account the Transactions).

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                                                                              81

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

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

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

                  SECTION 3.23. Absence of Certain Restrictions. No indenture,
certificate of designation for preferred stock, agreement or other instrument to
which Holdings or any Restricted Subsidiary is a party will prohibit or
materially restrain, or have the effect of prohibiting or materially
restraining, or imposing materially adverse conditions upon, the incurrence of
Indebtedness, the granting of Liens in favor of the Secured Parties, the
provision of Guarantees or the payment of dividends by Subsidiaries except for
restrictions (a) on the granting of Liens on assets that are encumbered by Liens
permitted under clause (a), (b), (h), (j), (k), (n), (p), (r) or (u) of Section
6.04, to the extent that such restrictions apply only to the assets so
encumbered and are imposed by the agreements under which such Liens were
granted, (b) contained in agreements relating to Indebtedness permitted by
Section 6.01 and the Seller Preferred or (c) requiring preferred payment of
dividends on the preferred shares of the Brazilian Subsidiary imposed by
applicable Brazilian law, rule or regulation.

                  SECTION 3.24. No Foreign Assets Control Regulation Violation.
None of the Transactions will result in a violation of any of the foreign assets
control regulations of the United States Treasury Department, 31 C.F.R.,
Subtitle B, Chapter V, as amended (including the Foreign Assets Control
Regulations, the Transaction Control Regulations, the Cuban Assets Control
Regulations, the Foreign Funds Control Regulations, the Iranian Assets Control
Regulations, the Nicaraguan Trade Control Regulations, the South African
Transactions Regulations, the Libyan Sanctions Regulations, the Soviet Gold Coin
Regulations, the Panamanian Transactions Regulations, the Kuwaiti Assets Control
Regulations and the Iraqi Sanctions Regulations contained in said Chapter V), or
any ruling issued thereunder or any enabling legislation or Presidential
Executive Order granting authority therefor, nor will the proceeds of the Loans
be used by the Company in a manner that would violate any thereof.

                  SECTION 3.25. Insurance. Each of Holdings and the Restricted
Subsidiaries carries and maintains with respect to its insurable properties
insurance (including self insurance) with financially sound and reputable
insurers of the types, to such extent and against such risks as is customary
with companies in the same or similar businesses, including fire and other risks
insured against by extended coverage and public liability insurance against
claims for personal injury or death or property damages occurring upon, in,
about or in connection with the use of any properties owned, occupied or
controlled by it.

                  SECTION 3.26. Certain Other Representations. All
representations and warranties contained in any other Loan Document and made by
any of Holdings or any of its Subsidiaries are true and correct as of the date
made or deemed to have been made.

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                                                                              82

                  SECTION 3.27. Senior Debt. All payment obligations of the
Company under the Loan Documents constitute Senior Indebtedness (as defined in
the Subordinated Notes Indenture), and all payment obligations of Holdings and
the Subsidiary Guarantors under the Loan Documents constitute Senior Guarantor
Indebtedness (as defined in the Subordinated Notes Indenture). This Agreement is
the Credit Agreement as defined in the Subordinated Notes Indenture.

                                  ARTICLE IV.

                                   CONDITIONS

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

                  SECTION 4.01. All Credit Events. On the date of each
Borrowing, other than a Borrowing in which Revolving Credit Loans are refinanced
with new Revolving Credit Loans, Canadian Revolving Credit Loans are refinanced
with new Canadian Revolving Credit Loans or Additional Revolving Credit Loans
are refinanced with new Additional Revolving Credit Loans (without any increase
in the aggregate principal amount of Revolving Credit Loans, Canadian Revolving
Credit Loans or Additional Revolving Credit Loans, as the case may be
outstanding) as contemplated by Section 2.02(e), and on the date of each
issuance or renewal of a Letter of Credit:

                  (a) Borrowing Notice. Except in the case of the Borrowing of
         Tranche A-1 Term Loans on the Fifth Amendment Effective Date and the
         deemed issuance of Supplemental Revolving Letters of Credit, the
         Applicable Agent shall have received a notice of such Borrowing as
         required by Section 2.03, or the Applicable Agent and the applicable
         Issuing Bank shall have received a notice regarding the issuance or
         renewal of such Letter of Credit as required by Section 2.19(c), as
         applicable.

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

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

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

                  SECTION 4.02. Conditions to Effectiveness. On the Closing
Date:

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

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

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

                           (iii) an Acknowledgement and Consent in the form
                  attached to the Guarantee and Collateral Agreement, executed
                  and delivered by each Issuer (as defined therein), if any,
                  that

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                                                                              83

                  is not a Loan Party,

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

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

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

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

                  (c)      Transactions.

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

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

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

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

                           (iv)     Holdings shall have issued the Seller Common
                  Equity, and the Company shall have issued the Seller
                  Preferred, to Textron;

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

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

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

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

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                                                                              84

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

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

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

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

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

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

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

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

                           (iv) audited combined income statements (including
                  related statements of income, shareholders equity and cash
                  flows) of the Tac-Trim Subsidiaries for the three fiscal years
                  ended December 31, 2000 and audited combined balance sheets of
                  the Tac-Trim Subsidiaries as at December 30, 2000 and January
                  1, 2000;

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

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

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                                                                              85

                  case within 30 days of the end of each such fiscal month, and

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

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

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

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

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

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

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

                  (k)      Filings, Registrations and Recordings. The Applicable
         Collateral Agent shall have received each document (including any
         Uniform Commercial Code financing statement or its equivalent in the
         relevant Canadian jurisdiction) required by the Security Documents or
         under law or reasonably requested by the Applicable Collateral Agent to
         be filed, registered or recorded in order to create in favor of the
         Applicable Collateral Agent, for the benefit of the Secured Parties, a
         perfected Lien on the Collateral described therein, prior and superior
         in right to any other person (other than with respect to Liens
         expressly permitted by Section 6.04), in proper form for filing,
         registration or recordation including, without limitation, all
         acknowledgements, releases and waivers from third

<PAGE>

                                                                              86

         parties reasonably requested by the Applicable Collateral Agent in
         order to confirm the priority of the Applicable Collateral Agent in the
         Collateral, contemplated by the applicable Security Document.

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

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

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

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

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

                                   ARTICLE V.

                              AFFIRMATIVE COVENANTS

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

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                                                                              87

                  SECTION 5.01. Existence; Businesses and Properties. (a) Do or
cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence, except as otherwise expressly permitted under
Section 6.08 and except for the liquidation or dissolution of Restricted
Subsidiaries (other than Significant Subsidiaries) if the assets of such
corporations to the extent they exceed estimated liabilities are acquired by a
wholly owned Restricted Subsidiary in such liquidation or dissolution; provided
that Subsidiaries which are Guarantors may not be liquidated into Subsidiaries
that are not Guarantors and domestic Subsidiaries may not be liquidated into
foreign Subsidiaries.

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

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

                  SECTION 5.02. Insurance. Keep its insurable properties insured
(including through self-insurance) at all times by financially sound and
reputable insurers in such amounts as shall be customary for similar businesses
and maintain such other insurance, of such types, to such extent and against
such risks, as is customary with companies in the same or similar businesses,
including insurance against fire and other risks insured against by extended
coverage and public liability insurance against claims for personal injury or
death or property damage occurring upon, in, about or in connection with the use
of any properties owned, occupied or controlled by it; and maintain such other
insurance as may be required by law.

                  SECTION 5.03. Taxes. Pay and discharge promptly all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits or in respect of its property, before the same shall become
delinquent or in default, as well as all lawful claims for labor, materials and
supplies or otherwise which, if unpaid, might give rise to a Lien upon such
properties or any part thereof; provided, however, that such payment and
discharge shall not be required with respect to any such tax, assessment,
charge, levy or claim so long as (a) the validity or amount thereof shall be
contested in good faith by appropriate proceedings and Holdings or any
Restricted Subsidiary, as applicable, shall set aside on its books adequate
reserves as required by GAAP with respect thereto, (b) such tax, assessment,
charge, levy or claim is in respect of property taxes for property that Holdings
or one of the Restricted Subsidiaries has
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                                                                              88

determined to abandon and the sole recourse for such tax, assessment, charge,
levy or claim is to such property or (c) the amount of such taxes assessments,
charges, levies and claims and interest and penalties thereon does not exceed
$1,000,000 in the aggregate.

                  SECTION 5.04. Financial Statements, Reports, Amendments, etc.
In the case of Holdings, furnish to the Administrative Agent for distribution to
each Credit Agreement Creditor (with sufficient copies for each Credit Agreement
Creditor):

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

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

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

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                                                                              89

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

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

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

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

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

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

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

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

                  (l)      (i) upon receipt by Holdings or any Restricted
         Subsidiary of Net Proceeds of any Specified Asset Sale occurring after
         the Closing Date, a certificate of a Responsible Officer of the Company
         to the Administrative Agent setting forth the amount of the Net
         Proceeds which the Company and its subsidiaries expect to reinvest in
         replacement assets or property during the subsequent 12-month period
         which are not required to be applied to the repayment of the Term Loans
         and (ii) on the first anniversary of the receipt of such Net Proceeds,
         (a) a certificate of a Responsible

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                                                                              90

         Officer of the Company to the Administrative Agent certifying as to the
         amount and use of such Net Proceeds actually reinvested in replacement
         assets or property during the preceding 12-month period and (b) for
         application in accordance with Section 2.12(g)(i), an amount equal to
         the remaining uninvested Net Proceeds.

                  SECTION 5.05. Litigation and Other Notices. Furnish to each
Credit Agreement Creditor prompt written notice of the following:

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

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

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

                  SECTION 5.06. ERISA. (a) Comply in all material respects with
the applicable provisions of ERISA and (b) furnish to each Credit Agreement
Creditor (i) as soon as possible, and in any event within 30 days after any
Responsible Officer of the Company, any Guarantor or any ERISA Affiliate of any
of them knows or has reason to know that any Reportable Event has occurred that
alone or together with any other Reportable Event could reasonably be expected
to result in liability of the Company, any Guarantor or any of their ERISA
Affiliates to the PBGC in an aggregate amount exceeding $10,000,000, a statement
of a Financial Officer setting forth details as to such Reportable Event and the
action proposed to be taken with respect thereto, together with a copy of the
notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after
any Responsible Officer learns of receipt thereof, a copy of any notice the
Company or any Guarantor or any of their ERISA Affiliates may receive from the
PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other
than a Plan maintained by any of their ERISA Affiliates which is considered an
ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the
Code) or to appoint a trustee to administer any Plan or Plans, (iii) within 20
days after the due date for filing with the PBGC pursuant to Section 412(n) of
the Code a notice of failure to make a required installment or other payment
with respect to a Plan, a statement of a Financial Officer setting forth details
as to such failure and the action proposed to be taken with respect thereto,
together with a copy of such notice given to the PBGC and (iv) promptly after
any Responsible Officer learns thereof and in any event within 30 days after
receipt thereof by the Company, any Guarantor or any ERISA Affiliate from the
sponsor of a Multiemployer Plan, a copy of each notice received by the Company,
any Guarantor or such ERISA Affiliate concerning (A) the imposition of
Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is
expected to be, terminated or in reorganization, in each case within the meaning
of Title IV of ERISA.

                  SECTION 5.07. Maintaining Records; Access to Properties and
Inspections. Maintain all financial records in accordance with GAAP and permit
any persons designated by the Administrative Agent (or, during the continuance
of an Event of Default, any Lender) to visit and inspect the financial records
and the properties of Holdings or any Restricted Subsidiary at reasonable times,
upon reasonable notice and as often as reasonably requested and to make extracts
from and copies of such financial records, and permit any persons designated by
the Administrative Agent (or, during the continuance of an Event of Default, any
Lender) to discuss the affairs, finances and condition of Holdings or any
Restricted Subsidiary with the officers thereof and independent accountants
therefor (subject to reasonable requirements of confidentiality, including
requirements imposed by law or by contract).

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                                                                              91

                  SECTION 5.08. Use of Proceeds. (a) Use the proceeds of
Supplemental Revolving Loans and Revolving Loans for general working capital
purposes in the ordinary course of business.

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

                  (c) Use the proceeds of the Term Loans (other than the Tranche
A-1 Term Loans) to finance a portion of the Acquisition, pay related fees and
expenses and refinance the Existing Credit Agreement.

                  (d) Use the proceeds of the Tranche A-1 Term Loans to prepay
the Tranche A Term Loans and the Tranche B Term Loans in accordance with Section
2.12(a).

                  SECTION 5.09. Further Assurances. Subject to Sections 5.17 and
5.18, execute any and all further documents, financing statements, agreements
and instruments, and take all further action (including, filing UCC financing
statements (or its equivalent in Canada), mortgages, hypothecs and deeds of
trust), which may be required under applicable law, or which the Applicable
Collateral Agent may reasonably request, in order to effectuate the transactions
contemplated by the Loan Documents, and in order to grant, preserve, protect and
perfect the validity and first priority (subject to Liens permitted by Section
6.04) of the security interests created or intended to be created pursuant to
this Agreement or any of the Security Documents.

                  SECTION 5.10. Change in Ownership. In the case of Holdings,
own directly at all times, legally and beneficially, 100% of the capital stock
of the Company, free of Liens except Liens in favor of the Collateral Agent;
and, in the case of Company, own (a) directly at all times, legally and
beneficially, 100% of the capital stock of the Finance Subsidiary free of Liens
except Liens in favor of the Collateral Agent and (b) directly or indirectly at
all times, legally and beneficially, 100% of the capital stock of the Canadian
Borrowers free of Liens except Liens, if any, in favor of the Collateral Agent.

                  SECTION 5.11. Fiscal Year; Accounting. In the case of each of
Holdings and its Subsidiaries, cause its respective fiscal year to end on
December 31 (except that the fiscal year end may vary for any foreign subsidiary
domiciled in a jurisdiction that prohibits such year end or the fiscal year end
may end on the last Saturday of December for any foreign subsidiary).

                  SECTION 5.12. Dividends. In the case of the Company, permit
its subsidiaries to pay dividends and cause such dividends to be paid to the
extent required to pay the monetary Obligations.

                  SECTION 5.13. Interest Rate Protection. In the case of the
Company, within 60 days after the Closing Date, enter into, and thereafter
maintain, Interest Rate Agreements with one or more Lenders or Lender Affiliates
to the extent necessary to provide that at least 40% of the aggregate principal
amount of the Subordinated Notes, the Senior Unsecured Notes, and the Term Loans
is subject to either a fixed interest rate or interest rate protection for a
period of not less than two years, which Interest Rate Agreements shall have
terms and conditions reasonably satisfactory to the Administrative Agent.

                  SECTION 5.14. Corporate Separateness. Cause the management,
business and affairs of each of Holdings and the Subsidiaries to be conducted in
such a manner so that each of Holdings and the Unrestricted Subsidiaries will be
perceived as a legal entity separate and distinct from each other and the
Restricted Subsidiaries.

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                                                                              92

                  SECTION 5.15. Business of Restricted Subsidiaries. Not permit
any material portion of the business and activities of the Restricted
Subsidiaries to be performed and conducted by the Unrestricted Subsidiaries.

                  SECTION 5.16. Business of Waterstone Insurance, Inc. Cause
Waterstone Insurance, Inc. to be engaged solely in the business of insurance
activities for Holdings and its Subsidiaries.

                  SECTION 5.17. Collateral, etc. Promptly but in no event later
than the Collateral Delivery Date:

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

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

                           (iii) Deliver to the Applicable Collateral Agent in
         respect of each Mortgaged Property a mortgagee's title insurance policy
         (or policies) or marked up unconditional binder for such insurance.
         Each such policy shall (A) be in an amount 5% greater than the greater
         of (i) aggregate net book value of land, building and improvements and
         (ii) aggregate replacement value of land, buildings and improvements;
         (B) be issued at ordinary rates; (C) insure that the Mortgage insured
         thereby creates a valid first Lien on such Mortgaged Property free and
         clear of all defects and encumbrances, except those disclosed therein
         which are acceptable to the Applicable Collateral Agent in its
         reasonable discretion; (D) name the Applicable Collateral Agent for the
         benefit of the Lenders as the insured thereunder; (E) be in the form of
         ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent
         policies), or such other form as the Applicable Collateral Agent may
         reasonably require; (F) contain such endorsements and affirmative
         coverage as the Applicable Collateral Agent may reasonably request to
         the extent available at commercially reasonable rates and (G) be issued
         by title companies reasonably satisfactory to the Applicable Collateral
         Agent (including any such title companies acting as co-insurers or
         reinsurers, at the option of the Applicable Collateral Agent). The
         Applicable Collateral Agent shall have received evidence reasonably
         satisfactory to it that all premiums in respect of each such policy,
         all charges for mortgage recording tax, and all related expenses, if
         any, have been paid.

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                                                                              93

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

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

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

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

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

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

                  SECTION 5.18. Additional Collateral. (a) With respect to any
property acquired after the Closing Date by Holdings or any Restricted
Subsidiary (other than (x) any property described in paragraph (b), (c), (d),
(e) or (f) below, (y) any property constituting Excluded Collateral and (z)
property acquired by any Foreign Restricted Subsidiary) as to which the
Collateral Agent, for the benefit of the Secured Parties, does not have a
perfected Lien, promptly (but within 60 days after acquisition or any request by
the Collateral Agent but in no event prior to the Collateral Delivery Date) to
(i) execute and deliver to the Collateral Agent such amendments to the Guarantee
and Collateral Agreement or such other documents as the Collateral Agent

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                                                                              94

deems reasonably necessary or advisable to grant to the Collateral Agent, for
the benefit of the Secured Parties, a security interest in such property and
(ii) take all actions reasonably necessary or advisable to grant to the
Collateral Agent, for the benefit of the Secured Parties, a perfected first
priority security interest in such property, including the filing of Uniform
Commercial Code financing statements in such jurisdictions as may be required by
the applicable Guarantee and Collateral Agreement or by law or as may be
requested by the Collateral Agent.

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

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

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

<PAGE>

                                                                              95

may be required by the Canadian Guarantee and Collateral Agreement or by law or
as may be reasonably requested by the Canadian Collateral Agent.

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

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

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

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

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

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                                                                              96

                  SECTION 5.19. Landlord Waivers. Use commercially reasonable
efforts (which shall not include the payment of consent fees) to deliver to the
Applicable Collateral Agent a landlord waiver and consent, in form and substance
reasonably satisfactory to the Applicable Collateral Agent, from each lessor
(other than any Loan Party) or mortgagee of Holdings or its Subsidiaries (other
than either Applicable Collateral Agent) of any property where any Collateral is
located.

                                  ARTICLE VI.

                               NEGATIVE COVENANTS

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

                  SECTION 6.01. Indebtedness. Incur, create, assume or permit to
exist any Indebtedness, except:

                  (a)      (i) Indebtedness of Foreign Restricted Subsidiaries
         under Overdraft Facilities in an aggregate principal amount not to
         exceed $30,000,000; (ii) Indebtedness of the Brazilian Subsidiary under
         any local credit facility denominated in dollars or in Foreign
         Currencies in an aggregate principal amount not to exceed the Dollar
         Equivalent Amount of $30,000,000; (iii) Indebtedness of the Italian JV
         in the event it becomes a Foreign Restricted Subsidiary in accordance
         with the terms hereof in respect of any local credit facility in an
         aggregate principal amount not to exceed $10,000,000; and (iv)
         Indebtedness of the Company or any Restricted Subsidiary in respect of
         any letters of credit issued to support or any Guarantees (issued in
         lieu of letter of credit support) of any Indebtedness referred to in
         the preceding clauses (i) through (iii) to the extent that Letters of
         Credit are not utilized for such purposes; provided that the amount
         permitted under the preceding clauses (ii) and (iv) (to the extent
         relating to clause (ii)) shall be reduced by the amount of any
         Indebtedness incurred under clause (viii) of Section 6.01(c);

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

                  (c)      Indebtedness of (i) the Company to any subsidiary of
         the Company evidenced, if the principal amount of such Indebtedness
         owing to a Domestic Restricted Subsidiary (other than an Inactive
         Subsidiary, unless requested by the Administrative Agent) exceeds
         $10,000,000, by an Intercompany Note pledged to the Collateral Agent
         under the Guarantee and Collateral Agreement, (ii) any Domestic
         Restricted Subsidiary to the Company evidenced, if the principal amount
         of such Indebtedness exceeds $10,000,000, by an Intercompany Note
         pledged to the Collateral Agent under the Guarantee and Collateral
         Agreement, (iii) any Domestic Restricted Subsidiary to any other
         Restricted Subsidiary evidenced, if the principal amount of such
         Indebtedness owing to a Domestic Restricted Subsidiary (other than an
         Inactive Subsidiary, unless requested by the Administrative Agent)
         exceeds $10,000,000, by an Intercompany Note pledged to the Applicable
         Collateral Agent

<PAGE>

                                                                              97

         under the applicable Security Document, (iv) any Foreign Restricted
         Subsidiary to the Company or to any Domestic Restricted Subsidiary
         incurred in the ordinary course of business for bona fide cash
         management purposes of the Company and its Subsidiaries, taken as a
         whole, in a net aggregate principal amount not at any time in excess of
         $250,000,000 and evidenced by one or more Intercompany Notes pledged to
         the Applicable Collateral Agent under the applicable Security Document
         if the outstanding principal amount of such Indebtedness exceeds
         $10,000,000 in the aggregate, (v) Holdings to the Company in an
         aggregate principal amount not greater than $6,000,000 at any time,
         (vi) Collins & Aikman Plastics, to any Domestic Restricted Subsidiary
         in a net aggregate amount principal amount not to exceed $35,000,000,
         evidenced by one or more Intercompany Notes pledged to the Collateral
         Agent under the Guarantee and Collateral Agreement, (vii) any Foreign
         Restricted Subsidiary to any other foreign Subsidiary, (viii) the
         Brazilian Subsidiary to the Company or to any Domestic Restricted
         Subsidiary (which Indebtedness may be loaned by the Company or a
         Domestic Restricted Subsidiary through a Foreign Restricted Subsidiary
         of the Company and on-loaned by such Foreign Restricted Subsidiary to
         the Brazilian Subsidiary) in an aggregate principal amount not at any
         time in excess of $30,000,000 (exclusive of capitalized interest) and
         evidenced by one or more of the Intercompany Notes held by the Company
         or a Domestic Restricted Subsidiary pledged to the Applicable
         Collateral Agent under the applicable Security Document if the
         outstanding principal amount of such Indebtedness exceeds $10,000,000
         in the aggregate and (ix) any Foreign Restricted Subsidiary to the
         Company or to any Domestic Restricted Subsidiary representing an
         Investment permitted to be made as an intercompany loan by the Company
         and its Domestic Restricted Subsidiaries in such Foreign Restricted
         Subsidiary pursuant to Sections 6.07 (k), (m), (n) and (o) and the last
         paragraph of Section 6.07 and evidenced by one or more Intercompany
         Notes pledged to the Applicable Collateral Agent under the applicable
         Security Document if the outstanding principal amount of such
         Indebtedness exceeds $10,000,000 in the aggregate;

                  (d)      Capital Lease Obligations and Purchase Money
         Indebtedness incurred by the Company or any other Restricted Subsidiary
         not in excess of $30,000,000 in the aggregate at any time outstanding
         prior to or within 270 days after a Capital Expenditure permitted under
         Section 6.03 in order to finance such Capital Expenditure, and
         extensions, renewals and refinancings thereof if the average life to
         maturity thereof is greater than or equal to the Indebtedness being
         refinanced (provided that such Indebtedness shall not be (A)
         Indebtedness of an obligor that was not an obligor with respect to the
         Indebtedness being extended, renewed or refinanced, (B) in a principal
         amount which exceeds the Indebtedness being renewed, extended or
         refinanced or (C) incurred, created or assumed if any Default or Event
         of Default has occurred and is continuing or would result therefrom);

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

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

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

<PAGE>

                                                                              98

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

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

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

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

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

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

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

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

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

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

                  (r)      Indebtedness of the Foreign Restricted Subsidiaries
         to the Company or any Domestic Restricted Subsidiary (i) outstanding on
         the date hereof and listed on Schedule 6.01 and any refinancings,
         refundings, renewals or extensions thereof (without increasing the
         principal amount thereof) and (ii) resulting from the conversion of
         equity owned by the Company or such Domestic Restricted Subsidiary into
         intercompany debt, provided that, in the case of this clause (ii), (a)
         no cash

<PAGE>

                                                                              99

         payment is made in connection therewith and (b) such Indebtedness shall
         be evidenced by one or more Intercompany Notes pledged to the
         Applicable Collateral Agent under the applicable Security Document if
         the outstanding principal amount of such Indebtedness exceeds
         $10,000,000 in the aggregate; and

                  (s)      an unsecured Guarantee by the Company or any of its
         Subsidiaries of lease obligations incurred by a Mexican Subsidiary of
         the Company in connection with a "build-to-suit" construction of an
         operating facility in Hermasillo, Mexico for use by such Mexican
         Subsidiary provided that the aggregate amount guaranteed shall not
         exceed $35,000,000.

                  SECTION 6.02. Dividends and Distributions. Declare or pay,
directly or indirectly, any dividend or make any other distribution (by
reduction of capital or otherwise), whether in cash, property, securities or a
combination thereof, with respect to any shares of its capital stock (other than
dividends and distributions on Holdings Common Stock payable solely by the
issuance of additional shares of Holdings Common Stock) or directly or
indirectly redeem, purchase, retire or otherwise acquire for value (or permit
any Restricted Subsidiary to purchase or acquire) any shares of any class of its
capital stock or any option, warrant or other right to acquire shares of such
stock or set aside any cash, property, securities or combination thereof amount
for any such purpose (collectively, "Restricted Payments"); provided, however,
that:

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

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

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

                  (d)      if at the time thereof and after giving effect
         thereto no Default or Event of Default shall have occurred and be
         continuing, Holdings may repurchase director's qualifying shares of
         Holdings and capital stock of Holdings and options therefor of
         employees and directors of Holdings

<PAGE>

                                                                             100

         and the Restricted Subsidiaries, provided that (i) no such repurchase
         may be made unless Holdings is obligated to do so at the time of
         repurchase pursuant to contractual agreements between Holdings and the
         applicable officer or director and (ii) the aggregate amount paid by
         Holdings in connection with such repurchases at any time shall not
         exceed $3,000,000 plus the aggregate amount (but only to the extent
         such amount is simultaneously contributed by Holdings to the Company)
         received by Holdings from the sale or issuance of its capital stock or
         options therefor to officers and directors of Holdings and the
         Restricted Subsidiaries after the Closing Date;

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

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

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

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

                  SECTION 6.03. Capital Expenditures. Permit Capital
Expenditures of the Restricted Subsidiaries on a consolidated basis during any
fiscal year to be greater than the amount set forth below for such fiscal year:

<TABLE>
<CAPTION>
Fiscal Year                                                Amount
<S>                                                     <C>
   2002                                                 $155,000,000
   2003                                                 $170,000,000
   2004                                                 $150,000,000*
   2005                                                 $195,000,000
</TABLE>

<PAGE>

                                                                             101

                  * it being agreed that up to $35,000,000 of the amount, if
                  any, of Capital Expenditures deemed to have been made in
                  connection with the proposed "build-to-suit" construction of
                  an operating facility referred to in Section 6.01(s) arising
                  solely as a result of the Mexican Subsidiary's possessing
                  title to such facility pending a sale-leaseback shall be
                  deemed not to constitute Capital Expenditures for purposes of
                  this Agreement.

provided, however, that (i) Restricted Subsidiaries shall be permitted to carry
forward the total amount of unused permitted Capital Expenditures for any
immediately preceding fiscal year (without giving effect to the amount of any
unused permitted Capital Expenditures that were carried forward to such
preceding fiscal year) to the immediately succeeding fiscal year so long as the
aggregate Capital Expenditures do not exceed $200,000,000 in fiscal year 2003
and $250,000,000 in fiscal year 2004 and each fiscal year thereafter; (ii)
Capital Expenditures may not be made by Holdings; and (iii) following the
Closing Date, the amount of Capital Expenditures permitted for each fiscal year
shall be increased, in the case of the first fiscal year in which an Acquired
Asset is acquired, by 15%, and for each subsequent fiscal year, by 10%, of
Acquired Assets (the "Acquired Assets Amount"), plus for each fiscal year
commencing after any Acquired Assets Amount is added to the amount of permitted
Capital Expenditures, 5% of such Acquired Assets Amount, in each case calculated
on a cumulative basis.

                  SECTION 6.04. Liens. Create, incur, assume or permit to exist
any Lien on any property or assets (including stock or other securities) now
owned or hereafter acquired by it or on any income or rights in respect of any
thereof, except:

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

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

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

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

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

<PAGE>

                                                                             102

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

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

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

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

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

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

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

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

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

<PAGE>

                                                                             103

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

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

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

                  (r)      Permitted Receivables Financings;

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

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

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

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

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

                  SECTION 6.05. Priority of Loan Payments. (a) Until the
Commitments have been terminated and the Obligations have been paid in full,
directly or indirectly, make any payment, retirement, repurchase, defeasance or
redemption on account of the principal of any Permitted Subordinated
Indebtedness, the Subordinated Notes, any Permitted Subordinated Notes
Refinancing or the Senior Unsecured Notes or any Permitted Additional Senior
Unsecured Notes or directly or indirectly prepay any Permitted Subordinated
Indebtedness, the Subordinated Notes, any Permitted Subordinated Notes
Refinancing or the Senior Unsecured Notes or any Permitted Additional Senior
Unsecured Notes prior to the regularly scheduled maturity date of such
Indebtedness or make any payment or prepayment of any such Indebtedness which
would violate the terms of this Agreement or of such Indebtedness.
Notwithstanding the foregoing the Subordinated Notes may be repaid from the
proceeds of a substantially concurrent Permitted Subordinated Notes Refinancing.

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

                  (i)      the Obligations;

<PAGE>

                                                                             104

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

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

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

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

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

                  SECTION 6.06. Sale and Lease-Back Transactions. Enter into any
arrangement, directly or indirectly, with any person whereby Holdings or any
Restricted Subsidiary shall sell or transfer any property, real or personal,
used or useful in its business, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property which it intends to use
for substantially the same purpose or purposes as the property being sold or
transferred, other than (a) such arrangements or transactions entered into
substantially simultaneously (or, to the extent entered into in the ordinary
course of business, within 180 days after obtaining title to such property) to
finance Capital Expenditures permitted to be incurred pursuant to Section 6.03,
(b) the Textron Sale/Leaseback Financing and any Permitted Textron
Sale/Leaseback Refinancing, (c) the GECC Phase II Lease, (d) such arrangements
or transactions with respect to any of the real property of the Borrowers or any
of the Restricted Subsidiaries located at 199 Blackhawk Road, Greenville, South
Carolina and at 900 Queen Street, Ganonque, Ontario K7G 2W7 so long as the Net
Proceeds thereof are used to prepay the Term Loans in accordance with Section
2.12(g)(i); (e) any such arrangements or transactions (with respect to property
not constituting Collateral or, if constituting Collateral, property that
remains as Collateral) solely between wholly owned Foreign Restricted
Subsidiaries or solely between wholly owned Domestic Restricted Subsidiaries
(other than any Domestic Restricted Subsidiaries that are not Guarantors); and
(f) such arrangements or transactions with respect to property owned by Holdings
or any of its Subsidiaries on May 2, 2003 to the extent that the aggregate
amount of gross proceeds received by Holdings and its Subsidiaries therefrom
does not exceed $75,000,000, provided that to the extent the Net Proceeds
thereof (A) do not exceed $50,000,000 in the aggregate, 50% of such Net Proceeds
are used to prepay the Term Loans in accordance Section 2.12(g)(i) and (B)
exceed $50,000,000 in the aggregate, 100% of such excess is used to prepay the
Term Loans in accordance Section 2.12(g)(i).

                  SECTION 6.07. Investments, Loans and Advances. Purchase, hold
or acquire any capital stock, evidences of indebtedness or other securities of,
make or permit to exist any loans or advances to, or make or permit to exist any
investment or any other interest in (collectively, an "Investment"), any other
person, except:

<PAGE>

                                                                             105

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

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

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

                           (d)      intercompany loans permitted to be incurred
         as Indebtedness under Sections 6.01 (c) (other than clause (viii)
         thereof) and (r) and Guarantees permitted under Section 6.01;

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

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

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

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

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

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

                           (k)      other Investments, including joint ventures
         and Investments in Unrestricted Subsidiaries, provided that the
         consideration for all such Investments (whether cash or property as
         valued at the time of such Investment, but excluding any capital stock
         of Holdings or the proceeds thereof) does not exceed (net of any return
         representing return of capital of (but not return on) any such
         Investment) at any time $50,000,000 in the aggregate;

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

                           (m)      Investments permitted by Section 6.08(c);

<PAGE>

                                                                             106

                           (n)      the acquisition by any Restricted Subsidiary
         of the business of Delphi Corporation and its subsidiaries conducted
         principally at facilities in Logrono, Spain; La Rioja, Spain; Zaragoza,
         Spain; and Azambuja, Portugal and related assets, provided that the
         purchase price for such acquisition (whether cash or property, as
         valued at the time of such Investment) does not exceed the equivalent
         of (euro)15,000,000 together with the assumed liabilities, subject to
         purchase price adjustments based upon the assets and/or working capital
         delivered at closing; and

                           (o)      Investments in Foreign Restricted
         Subsidiaries to the extent necessary to meet statutory capital
         requirements.

None of Holdings and the Restricted Subsidiaries may make any Investment in
Unrestricted Subsidiaries except as described in the definition of "Unrestricted
Subsidiaries" set forth in Section 1.01. Holdings and its Subsidiaries will not
make Investments in the Italian JV or any of its businesses or purchase any
Capital Stock of the Italian JV (whether by the purchase of Capital Stock or
assets or otherwise) after the Closing Date, except (i) Investments made
pursuant to Section 6.07(k), (ii) Investments in the form of a Guarantee of (or
letter of credit support for) Indebtedness of the Italian JV as permitted by
Section 6.01(a) or (iii) Investments necessary to meet the Italian JV's
statutory capital requirements. Notwithstanding anything herein to the contrary,
if no Default or Event of Default exists or would exist after giving effect
thereto, the Company and the Restricted Subsidiaries may either (i) expend up to
$23,140,000 (subject to purchase price adjustments of up to an additional
$5,000,000 related to the Italian JV as provided in Section 5.20(c) in the
Tac-Trim Purchase Agreement) to purchase Capital Stock of the Italian JV on a
basis similar to the put/call arrangements set forth in Section 5.20 of the
Tac-Trim Purchase Agreement at the times provided therein (or such earlier times
as the Company may agree) if such purchase is accretive to Holdings (i.e., after
giving effect to such purchase and the financing thereof, if any, and taking
into account, without duplication, Indebtedness and outstanding factoring
arrangements of the Italian JV and letters of credit issued for the account of
or for the benefit of the Italian JV the pro forma Leverage Ratio of Holdings,
calculated in a manner, and taking into account pro forma adjustments,
satisfactory to the Administrative Agent, decreases) or (ii) purchase the
remaining equity interests in the Italian JV not owned by them for an aggregate
purchase price (whether cash or property, as valued at the time thereof, but
excluding up to $10,000,000 of existing Indebtedness of the Italian JV) not to
exceed $20,000,000.

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

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

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

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

<PAGE>

                                                                             107

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

                  (e) sales, leases or other dispositions of inventory of the
         Restricted Subsidiaries determined by the Board of Directors of the
         Company to be no longer useful or necessary in the operation of the
         businesses of the Restricted Subsidiaries and sales or other
         dispositions of worn-out, obsolete or surplus equipment in the ordinary
         course of business;

                  (f) any Permitted Receivables Financing;

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

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

                  (i) any Restricted Subsidiary may merge with any other
         Restricted Subsidiary, provided that (i) at the time of and immediately
         after giving effect to any such merger no Default or Event of Default
         shall have occurred, (ii) the Company shall be the surviving
         corporation of any merger involving the Company, and a Canadian
         Borrower shall be the surviving corporation of any merger involving
         such Canadian Borrower and (iii) no Restricted Subsidiary organized
         under the laws of a jurisdiction outside the United States may merge
         with a Domestic Restricted Subsidiary unless the Domestic Restricted
         Subsidiary is the surviving corporation (except that Textron
         Properties, Inc. may merge with and into C&A Canada Holding Company so
         long as the requirements of Section 5.18(f) are satisfied);

                  (j) the Restricted Subsidiaries may sell or otherwise dispose
         of assets having a fair market value, for all such transactions, not in
         excess of $30,000,000, provided that (i) each such sale shall be for a
         consideration determined in good faith by the Board of Directors of the
         Company to be at least equal to the fair market value (if any) of the
         asset sold, (ii) the aggregate amount of all noncash consideration
         included in such sale proceeds may not exceed 15% of the fair market
         value of the aggregate amount of all such sale proceeds; provided,
         however, that obligations of the type referred to in clauses (a) and
         (b) of the definition of "Permitted Investments" (without regard to the
         maturity or the credit rating thereof) shall not be deemed non-cash
         proceeds if such obligations are promptly sold for cash and the
         proceeds of such sale are included in the calculation of Net Proceeds
         from such sale, (iii) the aggregate Net Proceeds of all such sale, and
         dispositions are either applied to the purchase of assets or properties
         used in the business of the Company and its Restricted Subsidiaries as
         permitted by Section 6.12 within 12 months of the receipt thereof or
         are applied to repay the Term Loans in

<PAGE>

                                                                             108

         accordance with Section 2.12(g)(i) and (iv) no Default or Event of
         Default shall have occurred and be continuing immediately prior to or
         after such sale;

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

                  (l) Investments permitted by Section 6.07; and

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

                  SECTION 6.09. Transactions with Affiliates and Stockholders.
Sell or transfer any property or assets to, or purchase or acquire any property
or assets of, or otherwise engage in any other transactions with, any of its
Affiliates (including Unrestricted Subsidiaries but excluding Restricted
Subsidiaries) or any known holder of 10% or more of any class of capital stock
of Holdings or any Unrestricted Subsidiary, except:

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

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

                           (c) any payment permitted by Section 6.02;

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

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

                           (f) the reimbursement of Heartland Entities for their
         reasonable out-of-pocket expenses incurred by them in connection with
         the Transactions and performing management services

<PAGE>

                                                                             109

         to Holdings, the Borrowers and the Subsidiaries, pursuant to the
         Heartland Management Agreement;

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

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

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

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

                  SECTION 6.10. Modification of Certain Instruments. Amend or
modify any instruments, agreements or documents evidencing or related to any
Permitted Subordinated Indebtedness, the Subordinated Notes, any Permitted
Subordinated Notes Refinancing, the Senior Unsecured Notes, any Permitted
Additional Senior Unsecured Notes, the Seller Preferred, the Textron
Sale/Leaseback Financing or any Permitted Textron Sale/Leaseback Refinancing
(including, without limitation, the Textron Sale/Leaseback Mortgages) or
designate any Indebtedness (other than Indebtedness incurred hereunder)
"Designated Senior Indebtedness" under the Subordinated Notes, any Permitted
Subordinated Notes Refinancing or any Permitted Subordinated Indebtedness,
unless, in the judgment of the Required Lenders, any such amendment or
modification or designation does not substantially affect either the rights,
security interests or priorities granted to the Credit Agreement Creditors or
the Applicable Collateral Agent and is not adverse to the interests of the
Credit Agreement Creditors or the rights of Holdings or its Subsidiaries
(without limiting the generality of the foregoing, it is understood that any
increase in interest, dividends, fees or other amounts payable in connection
therewith, or any amendment that imposes additional covenants or events of
default or makes more restrictive the covenants or events of default contained
therein or makes more expansive the remedies set forth therein, shall require
the consent of the Required Lenders). The foregoing will not restrict
refinancings of the Subordinated Notes through a Permitted Subordinated Notes
Refinancing or the refinancing of the Textron Sale/Leaseback Financing through a
Permitted Sale/Leaseback Refinancing or the issuance of Permitted Additional
Senior Unsecured Notes.

                  SECTION 6.11. Amendment of Constitutive Documents; Change in
Corporate Structure. (i) Permit any amendment or modification to be made to the
certificate of incorporation or By-laws of Holdings or of any Restricted
Subsidiary if such amendment or modification is materially adverse to the
interests of the Lenders, (ii) permit any Restricted Subsidiary to issue any
capital stock or other equity interest to any person other than the Company or
its wholly owned subsidiaries, except to joint venture partners in

<PAGE>

                                                                             110

connection with the creation of a joint venture or other Investment permitted by
Section 6.07, or (iii) in the case of Holdings and the Company, issue any
preferred stock of such person other than the Seller Preferred, except for (x)
the issuance for exchange of identical series of preferred stock of the Company
in accordance with the requirements of the Preferred Stock Registration Rights
Agreement annexed to the Tac-Trim Purchase Agreement, as in effect on the
Closing Date, or (y) the issuance of additional shares of preferred stock of the
Company in any other manner contemplated by the Certificate of Designation,
including, without limitation, in satisfaction of the Earn-Out Amount provided
for in the Tac-Trim Purchase Agreement.

                  SECTION 6.12. Business of Holdings and Restricted
Subsidiaries. Engage at any time in any business or business activity other than
the business currently conducted by it and business activities reasonably
incidental or related thereto; provided, however, that the activities of
Holdings shall be limited to (i) the ownership of the stock of the Company
together with activities directly related thereto, (ii) the ownership of the
stock of Unrestricted Subsidiaries described in clause (ii) of the definition of
such term set forth in Section 1.01 together with activities directly related
thereto, (iii) performance of its obligations under the Loan Documents, (iv)
actions required by law to maintain its status as a public company or incidental
to being a public company and (v) the guaranteeing of the GECC Phase II Lease,
the Textron Sale/Leaseback Financing or any Permitted Textron Sale/Leaseback
Refinancing.

                  SECTION 6.13. Restrictive Agreements. Enter into any
indenture, agreement, instrument or other arrangement which, directly or
indirectly, prohibits or restrains, or has the effect of prohibiting or
restraining, or imposes materially adverse conditions upon, the granting of
Liens in favor of the Secured Parties, the provision of Guarantees or the
payment of dividends or the making of loans or advances or transfers of property
or assets by Holdings or any of the Restricted Subsidiaries other than
restrictions (i) on the granting of Liens on assets that are encumbered by Liens
permitted under clause (a), (b), (h), (j), (k), (n), (p), (r) or (u) of Section
6.04 or (ii) contained in agreements relating to Indebtedness not in excess of
$10,000,000 in the aggregate, (iii) contained in agreements relating to
Indebtedness permitted by Section 6.01 or (iv) on the granting of pledges with
respect to the Company's ownership interest in joint ventures contained in any
joint venture documentation.

                  SECTION 6.14. Interest Coverage Ratio. In the case of
Holdings, permit the Interest Coverage Ratio for any period of four consecutive
fiscal quarters to be less than the ratio set forth below opposite the period
which includes the last day of such period of consecutive fiscal quarters:

<TABLE>
<CAPTION>
        Quarter Ending:                                     Ratio:
<S>                                                       <C>
September 30, 2003                                        2.00:1.00
December 31, 2003                                         1.85:1.00
March 31, 2004                                            1.85:1.00
June 30, 2004                                             1.85:1.00
September 30, 2004                                        2.00:1.00
December 31, 2004                                         2.20:1.00
March 31, 2005                                            2.25:1.00
June 30, 2005 - December 31, 2005                         3.00:1.00
</TABLE>

                  SECTION 6.15. Leverage Ratio. In the case of Holdings, permit
the Leverage Ratio as of the last day of any fiscal quarter occurring during any
period set forth below to be greater than the ratio set forth below for such
period:

<PAGE>

                                                                             111

<TABLE>
<CAPTION>
        Quarter Ending:                                     Ratio:
<S>                                                       <C>
September 30, 2003                                        4.50:1.00
December 31, 2003                                         5.00:1.00
March 31, 2004                                            5.00:1.00
June 30, 2004                                             4.75:1.00
September 30, 2004                                        4.50:1.00
December 31, 2004                                         4.25:1.00
March 31, 2005                                            3.75:1.00
June 30, 2005 - December 31, 2005                         3.00:1.00
</TABLE>

                  SECTION 6.16. Tax Sharing. File or consent to the filing of
any consolidated income tax return with any person (other than Holdings, the
Restricted Subsidiaries and Unrestricted Subsidiaries that have entered into the
existing Tax Sharing Agreements).

                  SECTION 6.17. Inactive Subsidiaries. Permit any Inactive
Subsidiary, at any time, to fail to satisfy any of the criteria set forth in the
definition of Inactive Subsidiary in Section 1.01.

                  SECTION 6.18. Amendments to Transaction Documents; Certain
Actions under Transaction Documents. Amend, supplement or otherwise modify the
terms and conditions of the Transaction Documents except for any such amendment,
supplement or modification that could not reasonably be expected to have a
Material Adverse Effect or is not adverse to the Lenders or Holdings or its
Subsidiaries. Without limitation of the foregoing, (a) the Company will not
exchange any Seller Preferred for notes as contemplated by Section 8 of the
Certificate of Designation or (b) make any payment in respect of, provide any
collateral for or otherwise provide any consideration for the Earn Out Amount
(as defined in the Tac-Trim Purchase Agreement), except through the issuance of
additional shares of Seller Preferred or shares of Holdings' common stock.

                                  ARTICLE VII.

                                EVENTS OF DEFAULT

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

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

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

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

<PAGE>

                                                                             112

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

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

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

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

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

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                                                                             113

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

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

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

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

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

                  (n)      (i) any Loan Document shall cease, for any reason, to
         be a legal, valid and binding obligation of the respective parties
         thereto or Holdings or any of its subsidiaries shall so assert, (ii)
         the guarantee contained in Section 2 of the Guarantee and Collateral
         Agreement or the Canadian Guarantee and Collateral Agreement shall
         cease, for any reason, to be in full force and effect or Holdings or
         any of its subsidiaries shall so assert; (iii) any security interest or
         Lien purported to be created by this Agreement or any Security Document
         and to extend to assets which are not immaterial to Holdings and its
         subsidiaries on a consolidated basis shall cease, for any reason
         (except to the extent resulting from the negligent or willful failure
         of the Applicable Collateral Agent to retain possession of the
         applicable collateral), to be, or any security interest or Lien
         purported to be

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                                                                             114

         created by this Agreement or any Security Document and to extend to any
         assets of Holdings or its subsidiaries shall for any reason be asserted
         by Holdings or any of its subsidiaries not to be, a valid, first
         priority perfected security interest (subject to no Liens other than
         Liens not prohibited by any applicable provision of the Loan Documents)
         in such collateral (other than cash proceeds which are not identifiable
         proceeds); or (iii) the Obligations and the guarantees thereof pursuant
         to this Agreement or the Security Documents shall cease to constitute
         senior indebtedness under the subordination provisions of any document
         or instrument evidencing the Subordinated Notes, any Permitted
         Subordinated Notes Refinancing or any Permitted Subordinated
         Indebtedness or such subordination provisions shall be invalidated or
         otherwise cease to be a legal, valid and binding obligation of the
         parties thereto, enforceable in accordance with its terms; or

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

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

                                 ARTICLE VIII.

                                     AGENTS

                  In order to expedite the transactions contemplated by this
Agreement, JPMorgan Chase Bank is hereby appointed to act as Administrative
Agent and Collateral Agent on behalf of the Lenders and the Issuing Banks. Each
of the Lenders, and each subsequent holder of any Note by its acceptance
thereof, and each Issuing Bank hereby irrevocably authorizes the Administrative
Agent to take such actions on behalf of such Lender or holder or the Issuing
Bank, as applicable, and to exercise such powers as are specifically delegated
to the Administrative Agent by the terms and provisions hereof and of the other
Loan Documents, together with such actions and powers as are reasonably
incidental thereto. The Administrative Agent is hereby expressly authorized by
the Lenders and the Issuing Banks, without hereby limiting any implied
authority, (a) to receive on behalf of the Lenders all payments of principal of
and interest on the Loans and all other amounts due to the Lenders hereunder,
and promptly to distribute to each Lender its proper share of

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                                                                             115

each payment so received; (b) to give notice on behalf of each of the Lenders to
the Borrowers of any Event of Default specified in this Agreement of which the
Administrative Agent has actual knowledge acquired in connection with its agency
hereunder; (c) to distribute to each Lender and Issuing Bank copies of all
notices, financial statements and other materials delivered by a Borrower
pursuant to this Agreement as received by the Administrative Agent; and (d) to
accept and make deposits to and withdrawals from the Supplemental Revolving
Credit Linked Accounts in accordance with this Agreement. In acting as
Collateral Agent, JPMorgan Chase Bank shall be entitled to the rights and
benefits, and subject to the obligations, set forth for the Administrative Agent
under this Article VIII, mutatis mutandis, which Article is hereby incorporated
by reference, mutatis mutandis, in each of the Security Documents to which it is
a party (or with respect to JPMorgan Chase Bank, Toronto Branch, each of the
Canadian Security Documents to which it is a party).

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

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

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided below, the Administrative Agent may resign at
any time by notifying the Lenders, the Issuing Bank and the Company. Upon any
such resignation, the Required Lenders shall have the right to appoint a
successor, with the consent of the Company (not to be unreasonably withheld). If
no successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent, with the
consent of the Company (not to be

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                                                                             116

unreasonably withheld), which shall be a bank with an office in New York, New
York, having a combined capital and surplus of at least $500,000,000 or an
Affiliate of any such bank which is also a bank. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor bank, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.05 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Administrative Agent.

                  Upon the effectiveness of the retirement of any Administrative
Agent, the retiring Administrative Agent may, at its option (i) transfer the
management of all then existing Supplemental Revolving Credit Linked Accounts to
the successor Administrative Agent or (ii) close all such Supplemental Revolving
Credit Linked Accounts upon the establishment of new Supplemental Revolving
Credit Linked Accounts with the successor Administrative Agent (and the
successor Administrative Agent shall establish such new accounts) and transfer
all amounts on deposit in such Supplemental Revolving Credit Linked Accounts to
such new accounts.

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

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

                  Each Lender agrees (i) to reimburse each of the Administrative
Agent and, if such Lender is a Revolving Lender, Supplemental Revolving Lender
or Additional Revolving Lender, each Issuing Bank, on demand, in the amount of
its pro rata share (based on its Commitments (including its Supplemental
Revolving Credit Linked Deposit Amount) hereunder or its Revolving Credit
Commitment, Supplemental Revolving Credit Linked Deposited Amount or Additional
Revolving Credit Commitment, as the case may be, if any, in the case of
reimbursement of any Issuing Bank or Swingline Lender) of any reasonable
expenses incurred for the benefit of the Lenders by the Administrative Agent or,
if applicable, such Issuing Bank, including counsel fees and compensation of
agents and employees paid for services rendered on behalf of the Lenders, which
shall not have been reimbursed by the Company and (ii) to indemnify and hold
harmless each of the Administrative Agent and, if such Lender is a Revolving
Lender, Supplemental Revolving Lender or Additional Revolving Lender, each
Issuing Bank and the Swingline Lender and any of their respective directors,
officers, employees or agents, on demand, in the amount of such pro rata share,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against it in its capacity as the Administrative Agent or an Issuing Bank, as
the case may be, or any of them in any way relating to or arising out of this
Agreement or any other Loan Document or any action taken or omitted by it

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                                                                             117

or any of them under this Agreement or any other Loan Document, to the extent
the same shall not have been reimbursed by the Borrowers; provided that no
Lender shall be liable to the Administrative Agent or any Issuing Bank for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the gross
negligence or willful misconduct of the Administrative Agent or such Issuing
Bank, as the case may be, or any of their directors, officers, employees or
agents.

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

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

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

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

                  None of the Co-Documentation Agents or the Syndication Agent
shall have any rights or obligations under the Loan Documents in its capacity as
such.

                                  ARTICLE IX.

                                 MISCELLANEOUS

                  SECTION 9.01. Notices. Notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed or sent by telex or telecopy, as follows:

                           (a)      if to Holdings or to the Company, to it at
         250 Stephenson Highway, Troy, Michigan 48083, Attention of Chief
         Financial Officer (Telecopy No. 248-824-1522) with copies to

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                                                                             118

         Attention of General Counsel (Telecopy No. 248-824-1882);

                           (b)      if to Collins & Aikman Canada, to it at 150
         Collins Street, Farnham, Quebec, J2N 2R6, Canada, Attention Controller
         (Telecopy No. 514-293-6657) with copies to the Company, Attention of
         Chief Financial Officer (Telecopy No. 248-824-1522) and General Counsel
         (Telecopy No. 248-824-1882);

                           (c)      if to Collins & Aikman Plastics, to it at
         250 Stephenson Highway, Troy, Michigan 48083, Attention Controller
         (Telecopy No. 248-524-4996) with copies to the Company, Attention of
         Chief Financial Officer (Telecopy No. 248-824-1522) and General Counsel
         (Telecopy No. 248-824-1882);

                           (d)      if to the Administrative Agent, to it at
         1111 Fannin - 10th Floor, Houston, Texas 77002, Attention of Clifford
         Trapani (Telecopy No. 713-750-2938);

                           (e)      if to the Canadian Administrative Agent, to
         it at 200 Bay Street, Suite 1800, Royal Bank Plaza, South Tower,
         Toronto, Ontario M5J 2J2, Attention of Amanda Vidulich and Ramona
         Sankar (Telecopy No. 416-981-9128);

                           (f)      if to a Lender, to it at its address (or
         telecopy number) set forth on its signature page hereto or in the
         Assignment and Acceptance pursuant to which such Lender shall have
         become a party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telex or telecopy, or on the date five Business Days after dispatch by certified
or registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 9.01 or in accordance with
the latest unrevoked direction from such party given in accordance with this
Section 9.01.

                  SECTION 9.02. Survival of Agreement. All covenants,
agreements, representations and warranties made by the Borrowers and the
Guarantors herein and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement or any other Loan
Document shall be considered to have been relied upon by the Lenders and shall
survive the making by the Lenders of the Loans, and the execution and delivery
to the Lenders of the Notes evidencing such Loans, and the issuance of the
Letters of Credit, regardless of any investigation made by the Lenders or on
their behalf, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any Fee or any other amount
payable under this Agreement or any other Loan Document is outstanding and
unpaid and so long as the Commitments have not been terminated. Without
prejudice to the survival of any other agreements contained herein,
indemnification and reimbursement obligations contained herein (including
pursuant to Sections 2.13, 2.15 and 9.05) shall survive the payment in full of
the principal and interest hereunder and the termination of the Commitments or
this Agreement.

                  SECTION 9.03. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrowers, Holdings, the
Administrative Agent and the Canadian Administrative Agent and when the
Administrative Agent shall have received copies hereof which, when taken
together, bear the signatures of each Lender, and thereafter shall be binding
upon and inure to the benefit of each Borrower, Holdings, each Issuing Bank, the
Administrative Agent, the Canadian Administrative Agent and each Lender and
their respective successors and assigns, except that none of the Borrowers or
Holdings shall have the right to assign its rights hereunder or any interest
herein without the prior consent of all the Lenders.

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                                                                             119

                  SECTION 9.04. Successors and Assigns. (a) Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the Company, the Canadian Borrowers,
Holdings, the Administrative Agent, the Canadian Administrative Agent, the
Issuing Banks or the Lenders that are contained in this Agreement shall bind and
inure to the benefit of their respective successors and assigns.

                  (b) Each Lender other than any Conduit Lender may assign to
one or more assignees all or a portion of its interests, rights and obligations
under this Agreement (including all or a portion of its Commitment, and the
Loans at the time owing to it and the Notes and participations in Letters of
Credit held by it, it being understood that Lenders shall not be required to
assign pro rata amounts of their Revolving Credit Commitments, Supplemental
Revolving Credit Commitments, Additional Revolving Credit Commitments, Canadian
Revolving Credit Commitments, Supplemental Revolving Credit Linked Deposit
Amounts, Tranche A Term Loans, Tranche A-1 Term Loans and Tranche B Term Loans;
provided, however, that (i) except in the case of an assignment to a Lender or a
Lender Affiliate, (v) the Company and the Administrative Agent must give their
prior written consent to such assignment (which consents shall not be
unreasonably withheld or delayed), (w) such assignment (unless such assignment
is of all of a Lender's Loans, Letter of Credit Exposure and unused Commitments
and Supplemental Revolving Credit Linked Deposit Amount) shall be in an amount
of at least $1,000,000, with respect to any assignment of Supplemental Revolving
Credit Linked Deposit Amounts and Tranche B Term Loans and at least $5,000,000,
with respect to any assignment of Tranche A Term Loans, Tranche A-1 Term Loans
or Revolving Credit Commitments, Additional Revolving Credit Commitments or
Canadian Revolving Credit Commitments, unless in each case otherwise agreed to
by the Company and the Administrative Agent, each in their sole discretion, (x)
a Canadian Lender (or, in the case of a Canadian Schedule II chartered bank, its
affiliate which is a Revolving Lender) (A) may not assign a portion of its
interests under this Agreement unless, after giving effect thereto, it shall be
able to comply with the reallocation described in Section 2.27 and (B) shall
assign ratable portions of its Canadian Revolving Credit Commitment and
Additional Revolving Credit Commitment, (y) interests under the Canadian
Revolving Credit Commitments may only be assigned to Canadian Scheduled Lenders,
and (z) no Lender may assign any portion of its Revolving Credit Commitment,
Supplemental Revolving Credit Commitment, Additional Revolving Credit
Commitment, Canadian Revolving Credit Commitment or Supplemental Revolving
Credit Linked Deposit Amount to a Lender which does not have a Revolving Credit
Commitment, Supplemental Revolving Credit Commitment, Additional Revolving
Credit Commitment, Canadian Revolving Credit Commitment or Supplemental
Revolving Credit Linked Deposit Amount, as the case may be, without the consent
of the Administrative Agent, (ii) the parties to each such assignment shall
execute and deliver to the Administrative Agent (which shall deliver a copy to
the Canadian Administrative Agent) an Assignment and Acceptance, together with
the Note or Notes subject to such assignment and, except in the case of an
assignment to a Lender or a Lender Affiliate, a processing and recordation fee
of $3,500 and (iii) the assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire. Upon acceptance and
recording pursuant to paragraph (e) of this Section 9.04, from and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five Business Days after the execution thereof unless agreed
otherwise by the Administrative Agent (i) the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement and
(ii) the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of Sections 2.13, 2.15, 2.18 and 9.05,
as well as to any Fees accrued for its account and not yet paid).
Notwithstanding the foregoing, any Conduit Lender may assign at any time to its
designating Lender hereunder without the consent of the Company or the
Administrative Agent any or all of the Loans it may have funded hereunder and
pursuant to its designation agreement and without regard to the limitations set

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                                                                             120

forth in the first sentence of this Section 9.04(b). Without the consent of the
Borrower and the Administrative Agent, the Supplemental Revolving Credit Linked
Deposit of any Supplemental Revolving Lender shall not be released in connection
with any assignment by such Supplemental Revolving Lender, but shall instead be
purchased by the relevant assignee and continue to be held for application (to
the extent not already applied) in accordance with Section 2.01 to satisfy such
assignee's obligations in respect of Supplemental Revolving Loans. Each
Supplemental Revolving Lender agrees that immediately prior to such assignment
(x) the Administrative Agent shall establish a new Supplemental Revolving Credit
Linked Account in the name of such assignee, (y) unless otherwise consented to
by the Administrative Agent, a corresponding portion of the amount on deposit in
the Supplemental Revolving Credit Linked Account of the assignor Supplemental
Revolving Lender shall be purchased by the assignee and shall be transferred
from the assignor's Supplemental Revolving Credit Linked Account to the
assignee's Supplemental Revolving Credit Linked Account and (z) if after giving
effect to such assignment the aggregate amount of the Supplemental Revolving
Credit Linked Account of the assignor Supplemental Revolving Lender shall be $0,
the Administrative Agent shall close the Supplemental Revolving Credit Linked
Account of such assignor Supplemental Revolving Lender.

                  (c) By executing and delivering an Assignment and Acceptance,
the assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Commitments, and the outstanding balances of its Tranche A Term Loans,
Tranche A-1 Term Loans, Tranche B Term Loans, Revolving Loans, Supplemental
Revolving Loans and Supplemental Revolving Credit Linked Deposits, in each case
without giving effect to assignments thereof which have not become effective,
are as set forth in such Assignment and Acceptance, (ii) except as set forth in
(i) above, such assigning Lender makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement,
any other Loan Document or any other instrument or document furnished pursuant
hereto, or the financial condition of any Borrower or any Guarantor or the
performance or observance by any Borrower or any Guarantor of any of its
obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received copies of this
Agreement, together with copies of the most recent financial statements
delivered pursuant to this Agreement and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into such Assignment and Acceptance; (v) such assignee will independently and
without reliance upon the Administrative Agent, any Issuing Bank, such assigning
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (vi) such assignee appoints
and authorizes the Administrative Agent and the Canadian Administrative Agent to
take such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Administrative Agent or the Canadian
Administrative Agent, as the case may be, by the terms hereof, together with
such powers as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all the obligations which by
the terms of this Agreement are required to be performed by it as a Lender.

                  (d) Each of the Administrative Agent and the Canadian
Administrative Agent shall maintain at its address referred to in Section 9.01 a
copy of each Assignment and Acceptance delivered to it and a register (the
"Register") for the recordation of the names and addresses of the Lenders and
the Commitments of, and principal amount of the Loans owing to, and the
Supplemental Revolving Credit Linked Deposit Amount of, each Lender from time to
time. Each of the Administrative Agent and the Canadian Administrative Agent
shall separately record the names and addresses of each Lender that holds Notes
in the Register. Each of the Administrative Agent and the Canadian
Administrative Agent shall also record the

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amount of the Commitments of, and the aggregate principal amount of Loans owing
to, B/As accepted and held by and the Letter of Credit Exposure of, and the
Supplemental Revolving Credit Linked Deposit Amount of, such Lender in the
Register. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrowers, the Administrative Agent, the Canadian
Administrative Agent and the Lenders shall treat each person whose name is
recorded in and the Register as the owner of the Notes, the Supplemental
Revolving Credit Linked Deposit Amounts, the Commitments, the Loans and Letter
of Credit Exposures recorded therein for all purposes of this Agreement. The
Register shall be available for inspection by the Borrowers, the Issuing Banks
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice. It is understood that the Canadian Administrative Agent shall be
required to maintain the Register only with respect to the Canadian Revolving
Credit Commitments and the Administrative Agent may, but shall not be required
to, maintain the Register with respect to Canadian Revolving Credit Commitments
and extensions of credit thereunder.

                  (e) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee together with the
Note or Notes subject to such assignment, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) above and, if required, the written consent of the Company and the
Administrative Agent to such assignment, the Administrative Agent or the
Canadian Administrative Agent, as the case may be, shall (i) accept such
Assignment and Acceptance and (ii) record the information contained therein in
the Register. Within five Business Days after receipt of notice, the applicable
Borrower, at its own expense, shall execute and deliver to the Administrative
Agent or the Canadian Administrative Agent, as the case may be, in exchange for
the surrendered Note or Notes, a new Note or Notes to the order of such assignee
in a principal amount equal to the applicable Commitment assumed by it pursuant
to such Assignment and Acceptance and, if the assigning Lender has retained a
Commitment, a new Note to the order of such assigning Lender in a principal
amount equal to the applicable Commitment retained by it. Such new Note or Notes
shall be in an aggregate principal amount equal to the aggregate principal
amount of such surrendered Note; such new Notes shall be dated the date of the
surrendered Notes which they replace and shall otherwise be in substantially the
form of Exhibit A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8 or A-9 hereto, as
appropriate. Cancelled Notes shall be returned to the appropriate Borrower.
Notwithstanding anything to the contrary contained herein, no assignment under
Section 9.04(b) of any rights or obligations under or in respect of the Notes or
Loans evidenced by the Notes shall be effective unless and until the
Administrative Agent or the Canadian Administrative Agent, as the case may be,
shall have recorded such assignment in the Register. The Applicable Agent, shall
record the name of the transferor, the name of the transferee, and the amount of
the transfer in the Register after receipt of all documents required pursuant to
this Section 9.04, including, without limitation, the Notes being assigned in
connection with such transfer, and such other documents as the Applicable Agent
may reasonably request.

                  (f) Each Lender other than any Conduit Lender may without the
consent of the Borrowers, any Issuing Bank, the Canadian Administrative Agent or
the Administrative Agent sell participations to one or more banks or other
entities in all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it and the
Notes and participations in Letters of Credit held by it and its Supplemental
Revolving Credit Linked Account); provided, however, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, (iii) the participating banks or other entities shall be
entitled to the benefit of (i) the cost protection provisions contained in
Sections 2.13, 2.15, 2.18 and (ii) Section 9.06(a) to the same extent as if they
were Lenders, provided, that no such participating bank or entity shall be
entitled to receive any greater amount pursuant to such Sections than a Lender
would have been entitled to receive in respect of the amount of the
participation sold by such Lender to such participating bank or entity had no
sale occurred provided, further, that the participating banks or other entities
shall not be entitled to the benefits of Section 2.18 unless the applicable
Borrower is notified of the participation sold to such participant and such
participant agrees, for the benefit of such Borrower, to

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comply with Sections 2.18(f) or 2.17(g), as applicable, and Section 2.18(h) as
though it were a Lender, and (iv) the Borrowers, the Administrative Agent, the
Canadian Administrative Agent the Issuing Banks and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement, and such Lender shall
retain the sole right to enforce the obligations of the Borrowers relating to
the Loans and participations in Letters of Credit and to approve any amendment,
modification or waiver of any provision of this Agreement or any other Loan
Document (other than amendments, modifications or waivers decreasing any fees
payable hereunder or the amount of principal of or the rate at which interest is
payable on the Loans, extending any final maturity date, in each case in respect
of an Obligation in which the relevant participating bank or entity is
participating, releasing any Collateral unless such Collateral is sold in a
transaction, or subject to a Lien, permitted by this Agreement, or releasing any
Guarantor from its Obligations under this Agreement or any Security Document
unless all of the capital stock of such Guarantor is sold in a transaction
permitted by this Agreement). Each Lender will disclose the identity of its
participants to the Company and Administrative Agent or the Canadian
Administrative Agent, as the case may be, if requested by the Company or the
Administrative Agent.

                  (g) Any Lender or participant may, in connection with any
assignment or participation or proposed assignment or participation pursuant to
this Section 9.04, disclose to the assignee or participant or proposed assignee
or participant any information relating to the Borrowers furnished to such
Lender by or on behalf of the Borrowers; provided that, prior to any such
disclosure, each such assignee or participant or proposed assignee or
participant shall execute an agreement whereby such assignee or participant
shall agree to be bound by Section 9.17.

                  (h) Any Lender may at any time assign and pledge all or any
portion of its Loans or rights under this Agreement and the Notes issued to it
to (i) a Federal Reserve Bank, and (ii) in the case of a Lender which is an
investment fund, to such fund's trustee in support of its obligation to its
trustee; provided that no such assignment shall release a Lender from any of its
obligations hereunder.

                  (i) None of Holdings or the Borrowers shall assign or delegate
any of its rights or duties hereunder.

                  (j) Each of Holdings, each Borrower, each Lender, the Canadian
Administrative Agent and the Administrative Agent hereby confirms that it will
not institute against a Conduit Lender or join any other person in instituting
against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding under any state bankruptcy or similar law, for one
year and one day after the payment in full of the latest maturing commercial
paper note issued by such Conduit Lender; provided, however, that each Lender
designating any Conduit Lender hereby agrees to indemnify, save and hold
harmless each other party hereto for any loss, cost, damage or expense arising
out of its inability to institute such a proceeding against such Conduit Lender
during such period of forbearance.

                  SECTION 9.05. Expenses; Indemnity. (a) The Company agrees to
pay all reasonable out-of-pocket expenses incurred by the Administrative Agent
and the Canadian Administrative Agent in connection with the preparation of this
Agreement and the other Loan Documents, or by the Administrative Agent or the
Canadian Administrative Agent in connection with the syndication of the
Commitments or the administration of this Agreement, or in connection with any
amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions hereby contemplated shall be consummated) or
incurred by the Administrative Agent, the Canadian Administrative Agent or any
Lender in connection with the enforcement or protection of their rights in
connection with this Agreement and the other Loan Documents or in connection
with the Loans made or the Notes issued hereunder, including the reasonable
fees, charges and disbursements of Simpson Thacher & Bartlett LLP, counsel for
the Administrative Agent, and McMillan Binch, counsel to the Canadian
Administrative Agent and, in connection with any such enforcement or protection,
the reasonable fees, charges and disbursements of any other counsel (including
the

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                                                                             123

reasonable allocated costs of internal counsel if a Lender elects to use
internal counsel in lieu of outside counsel) for the Administrative Agent and
the Canadian Administrative Agent any Issuing Bank or any Lender (but no more
than one such counsel for any Lender).

                  (b) The Company agrees to indemnify the Administrative Agent,
the Canadian Administrative Agent, each Issuing Bank, each Lender and each of
their respective directors, officers, employees, agents, trustees and advisors
(each such person being called an "Indemnitee") against, and to hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including reasonable counsel fees, charges and disbursements,
incurred by or asserted against any Indemnitee arising out of, in any way
connected with, or as a result of (i) the execution or delivery of this
Agreement or any other Loan Document or any agreement or instrument contemplated
thereby, the performance by the parties thereto of their respective obligations
thereunder or the consummation of the Transactions, (ii) the use of the proceeds
of the Loans or the use of any Letter of Credit or (iii) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee (treating, for this purpose
only, any Lender and its directors, officers, employees and agents as a single
Indemnitee). Subject to and without limiting the generality of the foregoing
sentence, the Company agrees to indemnify each Indemnitee against, and hold each
Indemnitee harmless from, any Environmental Claim, and any and all losses,
claims, damages, liabilities and related expenses, including reasonable counsel
or consultant fees, charges and disbursements, incurred by or asserted against
any Indemnitee (and arising out of, or in any way connected with or as a result
of, any of the events described in clause (i), (ii) or (iii) of the preceding
sentence) arising out of, in any way connected with, or as a result of (i) any
Environmental Claim, (ii) any violation of any Environmental Law, or (iii) any
act, omission, event or circumstance (including the actual, proposed or
threatened, release, removal, disposition, discharge or transportation, storage,
holding, existence, generation, processing, abatement, handling or presence on,
into, from or under any present, past or future property of Holdings or any of
its subsidiaries of any Contaminant), regardless of whether the act, omission,
event or circumstance constituted a violation of Environmental Law at the time
of its existence or occurrence; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such Environmental Claim is, or
such, losses, claims, damages, liabilities or related expenses are, determined
by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
any of its employers, officers, directors, employees or agents.

                  (c) The Company shall be entitled to assume the defense of any
action for which indemnification is sought hereunder with counsel of its choice
at its expense (in which case the Company shall not thereafter be responsible
for the fees and expenses of any separate counsel retained by an Indemnitee
except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to each such Indemnitee. Notwithstanding the Company's
election to assume the defense of such action, each Indemnitee shall have the
right to employ separate counsel and to participate in the defense of such
action, and the Company shall bear the reasonable fees, costs, and expenses of
such separate counsel, if (i) the use of counsel chosen by the Company to
represent such Indemnitee would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the Company and such Indemnitee and such Indemnitee shall
have reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Company (in which
case the Company shall not have the right to assume the defense or such action
on behalf of such Indemnitee); (iii) the Company shall not have employed counsel
reasonably satisfactory to such Indemnitee to represent it within a reasonable
time after notice of the institution of such action; or (iv) the Company shall
authorize such Indemnitee to employ separate counsel at the Company's expense.
The Company will not be liable under this Agreement for any amount paid by an
Indemnitee to settle any claims or actions if the settlement is entered into
without the

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Company's consent, which consent may not be withheld unless such settlement is
unreasonable in light of such claims or actions against, and defenses available
to, such Indemnitee.

                  (d) Holdings and the Borrowers shall not, and shall not permit
any of their subsidiaries to, bring any demand, claim, cost recovery or other
action they may now or hereafter have against any Indemnitee resulting from any
Environmental Claim; provided that this paragraph (d) shall not, as to any
Indemnitee, apply to the extent that such Environmental Claim has been
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee or any of its employers, directors, officers, employees or
agents.

                  (e) Notwithstanding anything to the contrary in this Section
9.05, this Section 9.05 shall not apply to taxes, it being understood that the
Company's only obligations with respect to taxes shall arise under Sections 2.13
and 2.18 and Section 8.4 of the Guarantee and Collateral Agreement and Section
9.4 of the Canadian Guarantee and Collateral Agreement and the comparable
provisions of the other Security Documents.

                  (f) The provisions of this Section 9.05 shall remain operative
and in full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Obligations, the invalidity or unenforceability of any
term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of the Administrative Agent, any Issuing Bank
or any Lender. All amounts due under this Section 9.05 shall be payable on
written demand therefor.

                  SECTION 9.06. Right of Set-off; Sharing. (a) If an Event of
Default shall have occurred and be continuing, each Lender (including each
Issuing Bank) is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender to or for the credit or the
account of the Company or the Canadian Borrowers against any of and all the
obligations of the Company or the Canadian Borrowers now or hereafter existing
under this Agreement and other Loan Documents held by such Lender, irrespective
of whether or not such Lender shall have made any demand under this Agreement or
such other Loan Document and although such obligations may be unmatured. The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of set-off) which such Lender may have.

                  (b) If any Lender (a "benefitted Lender") shall at any time
receive any payment of all or part of its Loans or interest in Letters of
Credit, or interest thereon, then due from a Borrower, or receive any collateral
in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant
to events or proceedings of the nature referred to in paragraph (g) or (h) of
Article VII, or otherwise), in a greater proportion than any such payment to or
collateral received by any other Lender, if any, in respect of such other
Lender's Loans and interests in Letters of Credit, or interest thereon, then due
from such Borrower (other than as specifically contemplated by this Agreement,
including, without limitation, Section 2.12), such benefitted Lender shall
purchase for cash from such other Lenders a participating interest in such
portion of each such other Lender's Loans and interests in Letters of Credit
made to or issued for the account of such Borrower, or shall provide such other
Lenders with the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such benefitted Lender to share the excess payment
or benefits of such collateral or proceeds ratably with each of such other
Lenders; provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest.

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                                                                             125

                  SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.

                  SECTION 9.08. Waivers; Amendment. (a) No failure or delay of
the Administrative Agent, the Canadian Administrative Agent, the Issuing Bank or
any Lender in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the
Canadian Administrative Agent, the Issuing Banks and the Lenders hereunder and
under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies which they would otherwise have. No waiver of any provision
of this Agreement or any other Loan Document or consent to any departure by the
Borrowers or any Guarantors therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice or demand on the Borrowers or any Guarantors in any case shall
entitle any Borrower or Guarantor to any other or further notice or demand in
similar or other circumstances.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrowers and the Required Lenders; provided,
however, that no such agreement shall (i) decrease the principal amount of, or
extend the final maturity of, or decrease the rate of interest on any Loan or
any Letter of Credit Disbursement or amend or modify the provisions of Section
2.09(d) or 2.16 without the prior written consent of each Lender directly
affected thereby; (ii) extend any Tranche A Term Loan Repayment Date or Tranche
B Term Loan Repayment Date or the Tranche A-1 Term Loan Maturity Date or any
other date on which principal of the Loans is due, or extend any date on which
payment of interest on, or fees in respect of, any Loan or reimbursement of any
Letter of Credit Disbursement is due, or extend any date on which the
Supplemental Revolving Credit Linked Deposits are required to be returned in
full to the Supplemental Revolving Lenders, or decrease the Supplemental
Revolving Fixed Return Rate or the amount of return due to the Supplemental
Revolving Lenders pursuant to Section 2.01(k), without the prior written consent
of each Lender directly affected thereby; (iii) increase or extend any
Commitment or Supplemental Revolving Credit Linked Deposit Amount or decrease
the Commitment Fees or Letter of Credit Fees or other fees of any Lender without
the prior written consent of such Lender; (iv) amend or modify the provisions of
this Section or the definition of "Required Lenders", or release substantially
all the Collateral from the Lien of the Security Documents or release any
Guarantor from the Guarantee and Collateral Agreement unless all or
substantially all of such Collateral or the capital stock of such Guarantor is
sold or otherwise disposed of in a transaction permitted by this Agreement,
without the prior written consent of each Lender; or (v) amend or modify the
provisions of Section 2.12 to change the allocation of prepayments among the
Tranche A Term Loans, the Tranche A-1 Term Loans and the Tranche B Term Loans or
the manner in which prepayments of Term Loans are to be applied to remaining
scheduled payments, without the prior written consent of Lenders representing at
least 50% of the aggregate principal amount of (x) the Tranche A Term Loans then
outstanding, if Lenders with Tranche A Term Loans are adversely affected
thereby, (y) the Tranche B Term Loans then outstanding if Lenders with Tranche B
Term Loans are adversely affected thereby or (z) the Tranche A-1 Term Loans then
outstanding, if Lenders with Tranche A-1 Term Loans are adversely affected
thereby; provided further that (a) no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent, the Canadian
Administrative Agent or the Issuing Banks hereunder without the prior written
consent of the Administrative Agent, the Canadian Administrative Agent or the
Issuing Banks acting as such at the effective date of such agreement, as the
case may be, and (b) the consent of the Lenders shall not be required under this
Section 9.08 with respect to the reallocations described in Section 2.27. Each
Lender and each holder of a Note shall be bound by any waiver, amendment or
modification authorized by this Section regardless of whether its Note shall
have been marked to make reference thereto, and any consent by any

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                                                                             126

Lender or holder of a Note pursuant to this Section shall bind any person
subsequently acquiring a Note from it, whether or not such Note shall have been
so marked.

                  For the avoidance of doubt and notwithstanding the foregoing,
this Agreement may be amended (or amended and restated) with the written consent
of the Required Lenders, the Administrative Agent, Holdings and the Borrower (a)
to add one or more additional credit facilities to this Agreement (including by
increasing the amount of the Facilities) and to permit the extensions of credit
from time to time outstanding thereunder and the accrued interest and fees in
respect thereof (collectively, the "Additional Extensions of Credit") to share
ratably in the benefits of this Agreement and the other Loan Documents with the
Term Loans, the Supplemental Revolving Loans, the Revolving Loans and the
Letters of Credit and the accrued interest and fees in respect thereof
(including prepayments and commitment reductions) and (b) to include
appropriately the Lenders holding such credit facilities in any determination of
the Required Lenders.

                  SECTION 9.09. Interest Rate Limitation. Notwithstanding
anything herein or in the Notes to the contrary, if at any time the applicable
interest rate, together with all fees and charges which are treated as interest
under applicable law (collectively the "Charges"), as provided for herein or in
any other document executed in connection herewith, or otherwise contracted for,
charged, received, taken or reserved by any Lender, shall exceed the maximum
lawful rate (the "Maximum Rate") which may be contracted for, charged, taken,
received or reserved by such Lender in accordance with applicable law, the rate
of interest payable under the Note held by such Lender, together with all
Charges payable to such Lender, shall be limited to the Maximum Rate, provided
that such excess amount shall be paid to such Lender on the subsequent payment
dates to the extent not exceeding the legal limitation.

                  SECTION 9.10. Entire Agreement. This Agreement, the other Loan
Documents and the agreements regarding certain Fees referred to herein
constitute the entire contract between the parties relative to the subject
matter hereof. Any previous agreement among or representations from the parties
with respect to the subject matter hereof is superseded by this Agreement and
the other Loan Documents. Nothing in this Agreement or in the other Loan
Documents, expressed or implied, is intended to confer upon any party other than
the parties hereto and thereto any rights, remedies, obligations or liabilities
under or by reason of this Agreement or the other Loan Documents.

                  SECTION 9.11. Waiver of Jury Trial. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 9.11.

                  SECTION 9.12. Severability. In the event any one or more of
the provisions contained in this Agreement or in any other Loan Document should
be held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby. The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

                  SECTION 9.13. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract, and shall become
effective as provided in Section 9.03.

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                                                                             127

                  SECTION 9.14. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and are not to affect the construction of, or to be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.15. Jurisdiction; Consent to Service of Process. (a)
Each of the Borrowers and Holdings hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of any
New York State court or Federal court of the United States of America sitting in
New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or the other Loan
Documents, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or the other Loan Documents against any
Borrower or Holdings or their properties in the courts of any jurisdiction.

                  (b) Each of the Borrowers and Holdings hereby irrevocably and
unconditionally waives, to the fullest extent they may legally and effectively
do so, any objection which it may now or hereafter have to the laying of venue
of any suit, action or proceeding arising out of or relating to this Agreement
or the other Loan Documents in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

                  (c) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  (d) Waives, to the maximum extent permitted by law, any right
it may have to claim or recover in any legal action or proceeding referred to in
this Section any special, exemplary, punitive or consequential damages.

                  SECTION 9.16. Conversion of Currencies. (a) If, for the
purpose of obtaining judgment in any court, it is necessary to convert a sum due
hereunder or under any other Loan Document in dollars into another currency, the
parties hereto agree, to the fullest extent that they may legally and
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent or the
Canadian Administrative Agent, as the case may be, could purchase dollars or
Canadian dollars, as the case may be, with such other currency in New York, New
York or Toronto, Canada, as the case may be, on the Business Day immediately
preceding the day on which final judgment is given.

                  (b) The obligation of each Borrower in respect of any sum due
to the Administrative Agent, the Canadian Administrative Agent, any Lender or
any Issuing Bank hereunder or under any other Loan Document in dollars shall, to
the extent permitted by applicable law, notwithstanding any judgment in a
currency other than dollars, be discharged only to the extent that on the
Business Day following receipt of any sum adjudged to be so due in the judgment
currency the Administrative Agent, the Canadian Administrative Agent, such
Lender or such Issuing Bank may in accordance with normal banking procedures
purchase dollars in the amount originally due to the Administrative Agent, the
Canadian Administrative Agent, such Lender or such Issuing Bank with the
judgment currency. If the amount of dollars so purchased is less than the sum
originally due to the Administrative Agent, the Canadian Administrative Agent,
such Lender or such Issuing Bank, the applicable Borrower agrees, as a separate
obligation and notwithstanding any such

<PAGE>

                                                                             128

judgment, to indemnify the Administrative Agent, the Canadian Administrative
Agent, such Lender or such Issuing Bank against the resulting loss.

                  (c) The obligation of each Canadian Borrower in respect of any
sum due to the Canadian Administrative Agent, the Administrative Agent, any
Canadian Lender or any Issuing Bank hereunder or under any other Loan Document
in Canadian dollars shall, to the extent permitted by applicable law,
notwithstanding any judgment in a currency other than Canadian dollars, be
discharged only to the extent that on the Business Day following receipt of any
sum adjudged to be so due in the judgment currency the Canadian Administrative
Agent, the Administrative Agent, such Canadian Lender or such Issuing Bank may
in accordance with normal banking procedures purchase Canadian dollars in the
amount originally due to the Canadian Administrative Agent, the Administrative
Agent, such Canadian Lender or such Issuing Bank with the judgment currency. If
the amount of Canadian dollars so purchased is less than the sum originally due
to the Canadian Administrative Agent, the Administrative Agent, such Canadian
Lender or such Issuing Bank, the Canadian Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Canadian
Administrative Agent, the Administrative Agent, such Canadian Lender or such
Issuing Bank against the resulting loss.

                  SECTION 9.17. Releases of Guarantees and Liens. (a)
Notwithstanding anything to the contrary contained herein or in any other Loan
Document, the Administrative Agent is hereby irrevocably authorized by each
Lender (without requirement of notice to or consent of any Lender except as
expressly required by Section 9.08) to take any action requested by the Company
having the effect of releasing any Collateral or guarantee obligations (i) to
the extent necessary to permit consummation of any transaction not prohibited by
any Loan Document or that has been consented to in accordance with Section 9.08
or (ii) under the circumstances described in paragraph (b) below.

                  (b) At such time as the Loans, the Letter of Credit
Disbursements and the other obligations under the Loan Documents (other than
obligations under or in respect of Interest Rate Agreements) shall have been
paid in full, the Commitments have been terminated and no Letters of Credit
shall be outstanding, the Collateral shall be released from the Liens created by
the Security Documents, and the Security Documents and all obligations (other
than those expressly stated to survive such termination) of the Administrative
Agent and each Loan Party under the Security Documents shall terminate, all
without delivery of any instrument or performance of any act by any person.

                  SECTION 9.18. Confidentiality. Each of the Lenders, the
Issuing Banks, the Administrative Agent and the Canadian Administrative Agent
agrees that it shall maintain in confidence any information relating to the
Borrowers furnished to it by or on behalf of any Borrower (other than
information that (x) has become generally available to the public other than as
a result of a disclosure by such party, (y) has been independently developed by
such party without violating this Section or (z) was available to such party
from a third party having, to such party's knowledge, no obligation of
confidentiality to any Borrower) and shall not reveal the same other than (i) to
its directors, officers, employees and, on a need to know basis, advisors and
(ii) as contemplated by Section 9.04(g), except: (a) to the extent necessary to
comply with law or any legal process or the requirements of any Governmental
Authority, of the National Association of Insurance Commissioners (the "NAIC")
or of any securities exchange on which securities of the disclosing party or any
Affiliate of the disclosing party are listed or traded, (b) as part of normal
reporting or review procedures to Governmental Authorities, to the NAIC or to
its parent companies or Affiliates (other than such parent companies or
Affiliates that are customers, suppliers or have other material business
relationships with the Company), auditors or regulators and (c) in order to
enforce its rights under any Loan Document in a legal proceeding.

<PAGE>

                  IN WITNESS WHEREOF, the Company, the Canadian Borrowers,
Holdings, the Agents, and the Lenders have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

                                       COLLINS & AIKMAN PRODUCTS CO.

                                       by ______________________________________
                                          Title:

                                       COLLINS & AIKMAN CORPORATION

                                       by ______________________________________
                                          Title:

                                       COLLINS & AIKMAN CANADA INC.

                                       by ______________________________________
                                          Title:

                                       COLLINS & AIKMAN PLASTICS, LTD.

                                       by ______________________________________
                                          Title:

<PAGE>

                                       JPMORGAN CHASE BANK, as Administrative
                                       Agent, Collateral Agent and as a Lender

                                       by  _____________________________________
                                           Title:

                                       Address for Notices:
                                       1111 Fannin - 10th Floor
                                       Houston, TX  77002
                                       Attention:  Clifford Trapani
                                       Telecopy:  (713) 750-2938

<PAGE>

                                       JPMORGAN CHASE BANK, TORONTO
                                       BRANCH, as Canadian Administrative Agent,
                                       Canadian Collateral Agent and as a Lender

                                       by  _____________________________________
                                           Title:

                                       by  _____________________________________
                                           Title:

                                       Address for Notices:
                                       200 Bay Street, Suite 1800
                                       Royal Bank Plaza, South Tower
                                       Toronto, Ontario M5J 2J2
                                       Attention:  Funding Officer
                                       Telecopy:  (416) 981-9128

<PAGE>

                                       CREDIT SUISSE FIRST BOSTON, as
                                         Syndication Agent

                                       by  _____________________________________
                                           Title:

                                       Address for Notices:

                                       CREDIT SUISSE FIRST BOSTON, CAYMAN
                                       ISLANDS BRANCH, as a Lender

                                       by  _____________________________________
                                           Title:

                                       Address for Notices:

<PAGE>

                                       DEUTSCHE BANC SECURITIES INC., as
                                         Co-Documentation Agent

                                       by  _____________________________________
                                           Title:

                                       by  _____________________________________
                                           Title:

                                       Address for Notices:

                                       DEUTSCHE BANK TRUST COMPANY
                                       AMERICAS (formerly Bankers Trust
                                       Company), as
                                         a Lender

                                       by  _____________________________________
                                           Title:

                                       Address for Notices:

<PAGE>

                                 MERRILL LYNCH CAPITAL
                                   CORPORATION, as Co-Documentation
                                   Agent and as a Lender

                                 by  _____________________________________
                                     Title:

                                 Address for Notices:
                                 Carol Feeley
                                 World Financial Center, North Tower- 27th Floor
                                 250 Vesey Street
                                 New York, NY 10080
                                 Phone: (212) 449-8414
                                 Fax: (212) 738-1649

<PAGE>

                           Signature page to the Credit Agreement, dated
                           as of December 20, 2001, among Collins &
                           Aikman Products Co., Collins & Aikman
                           Canada Inc., Collins & Aikman Plastics, Ltd.,
                           Collins & Aikman Corporation, the financial
                           institutions parties thereto, the syndication agent
                           and co-documentation agents named therein,
                           JPMorgan Chase Bank, as administrative agent,
                           and JPMorgan Chase Bank, Toronto Branch, as
                           Canadian administrative agent

                           ________________________________________________
                           [Name of Lender]

                           by  ____________________________________________
                               Title:

                           Address for Notices: