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                                                               EXHIBITION 10.13
                                                                EXECUTION COPY

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                                U.S.$150,000,000

                                CREDIT AGREEMENT

                                      AMONG

                                 BCB USA CORP.,

                                COTT CORPORATION,

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,

                              LEHMAN BROTHERS INC.,

                                   AS ARRANGER

                           FIRST UNION NATIONAL BANK,
                              AS SYNDICATION AGENT

                           FIRST UNION NATIONAL BANK,
                       AS WORKING CAPITAL FACILITY AGENT,

                                BANK OF MONTREAL,
                        AS CANADIAN ADMINISTRATIVE AGENT

                                       AND

                          LEHMAN COMMERCIAL PAPER INC.,
                         AS GENERAL ADMINISTRATIVE AGENT

                            DATED AS OF JULY 19, 2001

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                                TABLE OF CONTENTS

                                                                           Page

Section 1. DEFINITIONS...................................................     1
    1.1      Defined Terms...............................................     1
    1.2      Other Definitional Provisions...............................    30
Section 2. AMOUNT AND TERMS OF U.S. FACILITY COMMITMENTS.................    30
    2.1      Term Loan Commitments.......................................    30
    2.2      Procedure for Term Loan Borrowing...........................    30
    2.3      Repayment of Term Loans.....................................    31
    2.4      U.S. Revolving Credit Commitments...........................    32
    2.5      Procedure for Borrowing U.S. Revolving Credit Loans.........    33
    2.6      Swing Line Commitment.......................................    33
    2.7      Procedure for Swing Line Borrowing;
             Refunding of Swing Line Loans...............................    34
    2.8      Repayment of U.S. Facility Loans; Evidence of Debt..........    35
    2.9      Facility Fees...............................................    36
    2.10     Termination or Reduction of U.S.
             Revolving Credit Commitments................................    37
Section 3. AMOUNT AND TERMS OF THE CANADIAN FACILITY COMMITMENTS.........    37
    3.1      Canadian Revolving Credit Commitment;
             Canadian Supplemental Revolving Credit Commitment...........    37
    3.2      Procedure for Borrowing Canadian Revolving
             Credit Loans; Procedure for Borrowing
             Canadian Supplemental Revolving Credit Loans................    38
    3.3      Repayment of Canadian Facility Loans; Evidence of Debt......    39
    3.4      Termination or Reduction of Canadian
             Revolving Credit Commitments................................    40
    3.5      Facility Fees...............................................    40
    3.6      Canadian Swing Line Commitment..............................    40
    3.7      Procedure for Canadian Swing Line
             Borrowing; Refunding of Canadian Swing Line Loans...........    41
Section 4. LETTERS OF CREDIT.............................................    43
    4.1      L/C Commitments.............................................    43
    4.2      Procedure for Issuance of Letters of Credit.................    44
    4.3      Fees and Other Charges......................................    45
    4.4      L/C Participations..........................................    45
    4.5      Reimbursement Obligation of the Borrowers...................    46
    4.6      Obligations Absolute........................................    47
    4.7      Letter of Credit Payments...................................    47
    4.8      Applications................................................    48
Section 5. GENERAL PROVISIONS APPLICABLE TO THE FACILITIES...............    48
    5.1      Interest Rates and Payment Dates............................    48
    5.2      Conversion and Continuation Options With Respect to Loans...    48
    5.3      Minimum Amounts of Tranches.................................    50
    5.4      Optional Prepayments........................................    50
    5.5      Mandatory Prepayments; Application of Prepayments...........    51
    5.6      Certain Fees................................................    53
    5.7      Computation of Interest and Fees............................    53

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    5.8      Inability to Determine Interest Rate........................    54
    5.9      Pro Rata Treatment and Payments.............................    54
    5.10     Illegality..................................................    56
    5.11     Requirements of Law.........................................    57
    5.12     Indemnity...................................................    58
    5.13     Taxes.......................................................    58
    5.14     Change of Lending Office....................................    60
    5.15     Replacement of Lenders......................................    60
Section 6. REPRESENTATIONS AND WARRANTIES................................    61
    6.1      Financial Condition.........................................    61
    6.2      No Change...................................................    62
    6.3      Corporate Existence; Compliance with Law....................    62
    6.4      Corporate Power; Authorization; Enforceable Obligations.....    62
    6.5      No Legal Bar................................................    62
    6.6      No Material Litigation......................................    63
    6.7      No Default..................................................    63
    6.8      Ownership of Property; Liens................................    63
    6.9      Intellectual Property.......................................    63
    6.10     Taxes.......................................................    63
    6.11     Federal Regulations.........................................    64
    6.12     Labor Matters...............................................    64
    6.13     ERISA.......................................................    64
    6.14     Investment Company Act; Other Regulations...................    64
    6.15     Subsidiaries................................................    64
    6.16     Use of Proceeds.............................................    65
    6.17     Environmental Matters.......................................    65
    6.18     Accuracy of Information, etc................................    66
    6.19     Security Documents..........................................    66
    6.20     Solvency....................................................    68
    6.21     Regulation H................................................    68
Section 7. CONDITIONS PRECEDENT..........................................    68
    7.1      Conditions to Initial Extension of Credit...................    68
    7.2      Conditions to Each Extension of Credit......................    72
Section 8. AFFIRMATIVE COVENANTS.........................................    72
    8.1      Financial Statements. Furnish each Agent and each Lender:...    72
    8.2      Certificates; Other Information.............................    73
    8.3      Payment of Obligations......................................    75
    8.4      Conduct of Business and Maintenance of Existence, etc.......    75
    8.5      Maintenance of Property; Insurance..........................    75
    8.6      Inspection of Property; Books and Records; Discussions......    75
    8.7      Notices.....................................................    76
    8.8      Environmental Laws..........................................    76
    8.9      [Reserved]..................................................    77
    8.10     Additional Collateral, etc..................................    77
    8.11     Further Assurances..........................................    78
    8.12     Indenture Calculations......................................    78

                                       ii
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Section 9. NEGATIVE COVENANTS............................................    78
    9.1      Financial Condition Covenants...............................    78
    9.2      Limitation on Indebtedness..................................    80
    9.3      Limitation on Liens.........................................    81
    9.4      Limitation on Fundamental Changes...........................    82
    9.5      Limitation on Disposition of Property.......................    83
    9.6      Limitation on Restricted Payments...........................    83
    9.7      Limitation on Capital Expenditures..........................    84
    9.8      Limitation on Investments...................................    85
    9.9      Limitation on Unrestricted Subsidiaries.....................    86
    9.10     Limitation on Transactions with Affiliates..................    87
    9.11     Limitation on Sales and Leasebacks..........................    87
    9.12     Limitation on Changes in Fiscal Periods.....................    87
    9.13     Limitation on Negative Pledge Clauses.......................    87
    9.14     Limitation on Restrictions on Subsidiary Distributions......    87
    9.15     Limitation on Lines of Business.............................    88
    9.16     Limitation on Amendments to Acquisition Documentation.......    88
    9.17     Limitation on Hedge Agreements..............................    88
Section 10. EVENTS OF DEFAULT............................................    88
Section 11. THE AGENTS...................................................    91
    11.1     Appointment.................................................    91
    11.2     Delegation of Duties........................................    92
    11.3     Exculpatory Provisions......................................    92
    11.4     Reliance by Agents..........................................    92
    11.5     Notice of Default...........................................    93
    11.6     Non-Reliance on Agents and Other Lenders....................    93
    11.7     Indemnification.............................................    94
    11.8     Agent in Its Individual Capacity............................    94
    11.9     Successor Administrative Agent..............................    94
    11.10    Authorization to Release Liens and Guarantees...............    95
    11.11    The Arranger; the Syndication Agent.........................    95
Section 12. MISCELLANEOUS................................................    95
    12.1     Amendments and Waivers......................................    95
    12.2     Notices.....................................................    97
    12.3     No Waiver; Cumulative Remedies..............................   100
    12.4     Survival of Representations and Warranties..................   100
    12.5     Payment of Expenses.........................................   100
    12.6     Successors and Assigns; Participations and Assignments......   101
    12.7     Adjustments; Set-off........................................   105
    12.8     Counterparts................................................   106
    12.9     Severability................................................   106
    12.10    Integration.................................................   106
    12.11    GOVERNING LAW...............................................   106
    12.12    Submission To Jurisdiction; Waivers.........................   106
    12.13    Judgment Currency...........................................   107
    12.14    Acknowledgments.............................................   107

                                      iii

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    12.15    Confidentiality.............................................   107
    12.16    Release of Collateral and Guarantee Obligations.............   108
    12.17    Accounting Changes..........................................   109
    12.18    Delivery of Lender Addenda..................................   109
    12.19    Limitations on Restrictions.................................   109
    12.20    WAIVERS OF JURY TRIAL.......................................   109

                                       iv
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ANNEXES

A        Pricing Grid
B        Existing Letters of Credit

SCHEDULES:

1.1            Mortgaged Property
1.2            Canadian Security Documents
6.4            Consents, Authorizations, Filings and Notices
6.6            Certain Litigation
6.15           Subsidiaries
6.19(a)-1      UCC Filing Jurisdictions
6.19(a)-2      UCC Financing Statements to Remain on File
6.19(a)-3      UCC Financing Statements to be Terminated
6.19(b)-1      Canadian Filing Jurisdictions
6.19(b)-2      Canadian Financing Statements to Remain on File
6.19(b)-3      Canadian Financing Statements to be Terminated
6.19(c)        Mortgage Filing Jurisdictions
9.2(d)         Existing Indebtedness
9.3(e)         Existing Liens

EXHIBITS:

A       Form of Guarantee and Collateral Agreement
B       Form of Compliance Certificate
C-1     Form of Closing Certificate
C-2     Form of Secretary's Certificate
D       Form of Georgia Mortgage
E       Form of Assignment and Acceptance
F-1     Form of Legal Opinion of Drinker Biddle & Reath, LLP
F-2     Form of Legal Opinion of Canadian Counsel
G-1     Form of Term Note
G-2     Form of U.S. Revolving Credit Note
G-3     Form of Swing Line Note
G-4     Form of Canadian Revolving Credit Note
G-5     Form of Canadian Swing Line Note
G-6     Form of Canadian Supplemental Revolving Credit Note
H       Form of Prepayment Option Notice
I       Form of Exemption Certificate
J       Form of Lender Addendum
K       Form of Borrowing Notice


                                        v

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     CREDIT AGREEMENT, dated as of July 19, 2001, among BCB USA CORP., a Georgia
corporation (the "U.S. Borrower"), COTT CORPORATION, a Canada corporation (the
"Canadian Borrower"; together with the U.S. Borrower, the "Borrowers"), the
several banks and other financial institutions or entities from time to time
parties to this Agreement (the "Lenders"), LEHMAN BROTHERS INC., as advisor,
lead arranger and book manager (in such capacity, the "Arranger"), FIRST UNION
NATIONAL BANK, as syndication agent (in such capacity, the "Syndication Agent"),
FIRST UNION NATIONAL BANK, as working capital term loan facility agent and as
revolving credit facility agent (in such capacity, the "Working Capital Facility
Agent"), BANK OF MONTREAL, as Canadian Administrative Agent (in such capacity,
the "Canadian Administrative Agent"), and LEHMAN COMMERCIAL PAPER INC., as
General Administrative Agent (in such capacity, the "General Administrative
Agent").

                              W I T N E S S E T H:

     WHEREAS, the U.S. Borrower is a party to the Acquisition Agreement (such
term and other capitalized terms used in these recitals being used with the
meanings given to such terms in Section 1.1) pursuant to which the Acquisition
will be consummated;

     WHEREAS, to finance the Acquisition and the general corporate purposes of
the Borrowers and their Subsidiaries, the Borrowers have requested the Lenders
to make available the credit facilities described herein; and

     WHEREAS, the Lenders are willing to make such credit facilities available
upon and subject to the terms and conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and the agreements
hereinafter set forth, the parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

     1.1 Defined Terms. As used in this Agreement, the terms listed in this
Section 1.1 shall have the respective meanings set forth in this Section 1.1.

     "Acceleration": as defined in Section 12.7.

     "Accounting Change": as defined in Section 12.16.

     "Acquisition": the purchase by the U.S. Borrower of certain assets of Royal
Crown Company, Inc., including those assets used in connection with the
concentrate business of Royal Crown Company, Inc. pursuant to the Acquisition
Agreement.

     "Acquisition Agreement": the Asset Purchase Agreement by and among Royal
Crown Company, Inc., the Canadian Borrower and the U.S. Borrower, dated as of
June 13, 2001.

     "Acquisition Documentation": collectively, the Acquisition Agreement and
all schedules, exhibits, annexes and amendments thereto and all side letters and
agreements affecting the terms thereof or entered into in connection therewith,
in each case, as amended, supplemented or otherwise modified from time to time.
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                                                                               2

     "Additional Extensions of Credit": as defined in Section 12.1.

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

     "Administrative Agents": the collective reference to the General
Administrative Agent, the Working Capital Facility Agent and the Canadian
Administrative Agent.

     "Affiliate": as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, either to (a) vote 10% or more of the securities
having ordinary voting power for the election of directors (or persons
performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.

     "Agents": the collective reference to the Syndication Agent, the Canadian
Administrative Agent, the Working Capital Facility Agent and the General
Administrative Agent.

     "Aggregate Available Canadian Revolving Credit Commitments": as at any date
of determination with respect to all Canadian Revolving Credit Lenders, the U.S.
Dollar Equivalent of the Available Canadian Revolving Credit Commitments of all
Canadian Revolving Credit Lenders on such date.

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

     "Aggregate Canadian Revolving Extensions of Credit": as at any date of
determination with respect to all Canadian Revolving Credit Lenders, an amount
equal to the U.S. Dollar Equivalent of the Canadian Revolving Extensions of
Credit of all Canadian Revolving Credit Lenders.

     "Aggregate Canadian Outstandings": as at any date of determination with
respect to any Lender, an amount in U.S. Dollars equal to the sum of (a) the
Aggregate Canadian Revolving Extensions of Credit of such Lender on such date
and (b) in the case of the Canadian Supplemental Revolving Credit Lender, the
U.S. Dollar Equivalent of the aggregate outstanding principal amount of Canadian
Supplemental Revolving Credit Loans.

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

     "Aggregate Total Outstandings": as at any date of determination with
respect to any Lender, an amount in U.S. Dollars equal to the sum of (a) the
Aggregate U.S. Outstandings of such Lender, plus (b) the Aggregate Canadian
Outstandings of such Lender.
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                                                                               3

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

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

     "Agreement": this Credit Agreement, as amended, supplemented or otherwise
modified from time to time, including any schedules and exhibits attached
hereto.

     "Applicable Margin": (a) with respect to Term Loans, (i) 3.00% in the case
of Term Loans that are Eurodollar Loans and (ii) 1.75% in the case of Term loans
that are U.S. Base Rate Loans and (b) for each Type of Loan under each other
Facility, the rate per annum determined from time to time in accordance with the
Pricing Grid.

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

     "Arranger": as defined in the preamble hereto.

     "Asset Sale": any Disposition of Property or series of related Dispositions
of Property (excluding any such Disposition permitted by clause (a), (b), (c),
(d), (g) or (h) of Section 9.5) which yields gross proceeds to the Canadian
Borrower or any of its Restricted Subsidiaries (valued at the initial principal
amount thereof in the case of non-cash proceeds consisting of notes or other
debt securities and valued at fair market value in the case of other non-cash
proceeds) in excess of (i) U.S.$500,000 for any individual Disposition or (ii)
U.S. $2,500,000 for all Dispositions in any fiscal year.

     "Assignee": as defined in Section 12.6(c).

     "Assignor": as defined in Section 12.6(c).

     "Available Canadian Revolving Credit Commitment": with respect to any
Canadian Revolving Credit Lender at any time, an amount in U.S. Dollars equal to
the excess, if any, of (a) such Lender's Canadian Revolving Credit Commitment
then in effect over (b) the sum of (A) such Lender's Canadian Revolving
Extensions of Credit then outstanding plus (B) in the case of the Canadian
Supplemental Revolving Credit Lender, the aggregate outstanding principal amount
of the Canadian Supplemental Revolving Credit Loans.

     "Available U.S. Revolving Credit Commitment": with respect to any U.S.
Revolving Credit Lender at any time, an amount in U.S. Dollars equal to the
excess, if any, of (a) such Lender's U.S. Revolving Credit Commitment then in
effect over (b) such Lender's U.S. Revolving Extensions of Credit then
outstanding.

     "Bank Act (Canada)": the Bank Act (Canada), as amended from time to time.
<PAGE>
                                                                               4

     "Benefitted Lender": as defined in Section 12.7.

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

     "Borrowers": as defined in the preamble hereto.

     "Borrowing Date": any Business Day specified in a notice pursuant to
Section 2.2, 2.5, 2.7, 3.2 or 3.7 as a date on which a Borrower requests the
Lenders to make Loans hereunder.

     "Borrowing Notice": with respect to any request by the U.S. Borrower for
borrowing of Term Loans or U.S. Revolving Credit Loans hereunder, a notice from
the U.S. Borrower, substantially in the form of, and containing the information
prescribed by, Exhibit K, delivered to the General Administrative Agent.

     "Business Day": (a) when such term is used in respect of a day on which a
Loan is to be made to the Canadian Borrower, a payment is to be made in respect
of such Loan, an Exchange Rate is to be set in respect of Canadian Dollars or
any other dealing in Canadian Dollars is to be carried out pursuant to this
Agreement, or any payment or funding is to be made in respect of the Canadian
Revolving Credit Facility, such term shall mean a day other than a Saturday,
Sunday or other day on which commercial banks in Toronto, Ontario are authorized
or required by law to close, (b) when such term is used to describe a day on
which a borrowing, payment or interest rate determination is to be made in
respect of a Eurodollar Loan, such day shall be a day which is also a day for
trading by and between banks in Dollar deposits in the interbank eurodollar
market and (c) when such term is used in any context in this Agreement
(including as described in the foregoing clauses (a) and (b)), such term shall
mean a day which, in addition to complying with any applicable requirements set
forth in the foregoing clauses (a) and (b), is a day other than a Saturday,
Sunday or other day on which commercial banks in New York City are authorized or
required by law to close.

     "Canadian Administrative Agent": as defined in the preamble hereto.

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

     "Canadian Base Rate Loans": all Canadian Facility Loans denominated in U.S.
Dollars that are bearing interest at a rate based upon the Canadian Base Rate.

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

     "Canadian Borrower Secured Obligations": collectively, the obligations of
the Canadian Borrower in respect of the Canadian Revolving Credit Loans, the
Canadian
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                                                                               5

Supplemental Revolving Credit Loans and the Canadian Borrower's guarantee of the
U.S. Borrower Working Capital Obligations (as defined in the Guarantee and
Collateral Agreement).

     "Canadian Dollar Equivalent": with respect to an amount denominated in U.S.
Dollars on any date, the equivalent in Canadian Dollars determined at the
Exchange Rate, on such date.

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

     "Canadian Dollar Prime Rate Loans": all Canadian Facility Loans denominated
in Canadian Dollars that are bearing interest at a rate based upon the Canadian
Dollar Prime Rate.

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

     "Canadian Facility Loans": the collective reference to the Canadian
Revolving Credit Loans, the Canadian Swing Line Loans and the Canadian
Supplemental Revolving Credit Loans.

     "Canadian Funding Office": the office from time designated by the Canadian
Administrative Agent, by notice to the Canadian Borrower and the Canadian
Lenders, as its funding office.

     "Canadian Issuing Lender": any Canadian Revolving Credit Lender selected by
the Canadian Borrower, with the consent of such Lender and the Administrative
Agents, to issue Canadian Letters of Credit.

     "Canadian L/C Commitment": U.S.$2,500,000.

     "Canadian L/C Obligations": at any time, an amount equal to the sum of (a)
the aggregate then undrawn and unexpired amount of the then outstanding Canadian
Letters of Credit and (b) the aggregate amount of drawings under Canadian
Letters of Credit that have not then been reimbursed pursuant to Section 4.5.

     "Canadian L/C Participant": with respect to each Canadian Letter of Credit,
each Canadian Revolving Credit Lender other than the Canadian Issuing Lender in
respect of such Letter of Credit.

     "Canadian Lender": any Lender that has a Canadian Revolving Credit
Commitment or to which Canadian Facility Loans are owing.
<PAGE>
                                                                               6

     "Canadian Letter of Credit": as defined in Section 4.1.

     "Canadian Payment Office": the office from time designated by the Canadian
Administrative Agent, by notice to the Canadian Borrower and the Canadian
Lenders, as its payment office.

     "Canadian Refunding Date": as defined in Section 3.7.

     "Canadian Revolving Credit Commitment": as to any Canadian Lender at any
time, its obligation to make Canadian Revolving Credit Loans to the Canadian
Borrower, and participate in Canadian Swing Line Loans and Canadian Letters of
Credit, in an aggregate amount not to exceed at any one time outstanding the
U.S. Dollar amount (or the Canadian Dollar Equivalent thereof, as the case may
be) equal to the amount set forth opposite such Canadian Lender's name under the
heading "Canadian Revolving Credit Commitment" on Schedule I to the Lender
Addendum delivered by such Lender on the Closing Date, or, as the case may be,
in the Assignment and Acceptance pursuant to which such Lender became a party
hereto, as such amount may be reduced from time to time as provided herein. The
aggregate amount of the Canadian Revolving Credit Commitments on the Closing
Date is U.S.$5,000,000.

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

     "Canadian Revolving Credit Facility": as defined in the definition of
"Facility" in this Section 1.1.

     "Canadian Revolving Credit Lenders": each Lender that has a Canadian
Revolving Credit Commitment.

     "Canadian Revolving Credit Loan": as defined in Section 3.1.

     "Canadian Revolving Credit Note": as defined in Section 3.3(e).

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

     "Canadian Security Documents": the security documents described in Schedule
1.2.
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                                                                               7

     "Canadian Supplemental Revolving Credit Commitment": the obligation of the
Canadian Supplemental Revolving Credit Lender to make Canadian Supplemental
Revolving Credit Loans pursuant to Section 3.2 in an aggregate principal amount
at any one time outstanding not to exceed U.S. $5,000,000.

     "Canadian Supplemental Revolving Credit Facility": as defined in the
definition of "Facility" in this Section 1.1.

     "Canadian Supplemental Revolving Credit Lender": Bank of Montreal, in its
capacity as the lender of the Canadian Supplemental Revolving Credit Loans.

     "Canadian Supplemental Revolving Credit Loans": as defined in Section 3.1.

     "Canadian Supplemental Revolving Credit Note": as defined in Section
3.3(e).

     "Canadian Swing Line Commitment": the obligation of the Canadian Swing Line
Lender to make Canadian Swing Line Loans pursuant to Section 3.6 in an aggregate
principal amount at any one time outstanding not to exceed U.S.$5,000,000.

     "Canadian Swing Line Lender": Bank of Montreal, in its capacity as the
lender of Canadian Swing Line Loans.

     "Canadian Swing Line Loans": as defined in Section 3.6.

     "Canadian Swing Line Note": as defined in Section 3.3(e).

     "Canadian Swing Line Participation Amount": as defined in Section 3.7.

     "Capital Expenditures": for any period, with respect to any Person, the
aggregate of all expenditures by such Person for the acquisition or leasing
(pursuant to a capital lease) of fixed or capital assets or additions to
equipment (including replacements, capitalized repairs and improvements during
such period) which in any such case are required to be capitalized under GAAP on
a balance sheet of such Person; but the term does not include expenditures
constituting part of the purchase price of (i) all or substantially all of the
assets of any Person, or (ii) all or substantially all of the assets
constituting a division or business line of any Person (whether by way of asset
purchase, stock purchase, merger, consolidation or otherwise).

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

     "Capital Stock": any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.
<PAGE>
                                                                               8

     "Capital Stock Sale": any sale by the Canadian Borrower of its Capital
Stock other than (a) any sale of such Capital Stock to any private investment
fund that customarily makes similar investments, (b) any such sale consummated
on any date if the Consolidated Leverage Ratio as at the end of the fiscal
quarter most recently ended prior to such date was less than or equal to 2.0 to
1.0, (c) any such sale to the extent the Net Cash Proceeds thereof are used
within three Business Days after the receipt thereof to refinance existing
Indebtedness of either Borrower or any of their Restricted Subsidiaries (other
than revolving credit or similar indebtedness not accompanied by a permanent
reduction of an equal amount of the related revolving credit or similar
commitment) and (d) any grant by the Canadian Borrower of stock options to
employees, directors or service providers and any issuance of Capital Stock of
the Canadian Borrower upon exercise thereof.

     "Cash Equivalents": (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States or Canadian Government or
issued by any agency thereof and backed by the full faith and credit of the
United States or its equivalent in Canada, in each case maturing within one year
from the date of acquisition; (b) certificates of deposit, time deposits,
eurodollar time deposits or overnight bank deposits having maturities of six
months or less from the date of acquisition issued by any Lender or by any
commercial bank organized under the laws of the United States of America or any
state thereof, Canada or any province thereof, or any country that is a member
of the Organization for Economic Cooperation and Development, having combined
capital and surplus of not less than U.S.$100,000,000; (c) commercial paper of
an issuer rated at least A-2 by Standard & Poor's Ratings Services ("S&P") or
P-2 by Moody's Investors Service, Inc. ("Moody's"), or carrying an equivalent
rating by a nationally recognized rating agency, if both of the two named rating
agencies cease publishing ratings of commercial paper issuers generally, and
maturing within six months from the date of acquisition; (d) repurchase
obligations of any Lender or of any commercial bank satisfying the requirements
of clause (b) of this definition, having a term of not more than 30 days with
respect to securities issued or fully guaranteed or insured by the United States
government; (e) securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth, province or
territory of the United States or Canada, by any political subdivision or taxing
authority of any such state, commonwealth, province or territory or by any
foreign government, the securities of which state, commonwealth, province,
territory, political subdivision, taxing authority or foreign government (as the
case may be) are rated at least A by S&P or A by Moody's; (f) securities with
maturities of six months or less from the date of acquisition backed by standby
letters of credit issued by any Lender or any commercial bank satisfying the
requirements of clause (b) of this definition; and (g) shares of money market
mutual or similar funds which invest exclusively in assets satisfying the
requirements of clauses (a) through (f) of this definition.

     "CDOR Rate": the rate per annum determined by the Canadian Administrative
Agent by reference to the average rate quoted on the Reuters Monitor Screen,
Page "CDOR" (or such other Page as may replace such Page on such screen for the
purpose of displaying Canadian interbank bid rates for Canadian Dollar bankers'
acceptances with a 30 day term as of 10:00 a.m. (Toronto time) on the first day
of such 30 day term. If for any reason the Reuters Monitor Screen rates are
unavailable, CDOR Rate means the rate of interest determined by the Canadian
Administrative Agent's bankers' acceptance reference rate for that day.
<PAGE>
                                                                               9

     "Change of Control": the occurrence of any of the following events: (a) any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than
the Permitted Investors, shall become, or obtain rights (whether by means or
warrants, options or otherwise) to become, the "beneficial owner" (as defined in
Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of
more than 30% of the outstanding common stock of the Canadian Borrower; (b) the
board of directors of the Canadian Borrower shall cease to consist of a majority
of Continuing Directors; (c) the Canadian Borrower shall cease to own and
control, of record and beneficially, directly or indirectly, 100% of each class
of outstanding Capital Stock of the U.S. Borrower free and clear of all Liens;
or (d) a Specified Change of Control.

     "Closing Date": the date on which the conditions precedent set forth in
Section 7.1 shall have been satisfied, which date shall be not later than July
31, 2001.

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

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

     "Commitment": with respect to any Lender, each of the Purchase Money Term
Loan Commitment, the Working Capital Term Loan Commitment, the U.S. Revolving
Credit Commitment and the Canadian Revolving Credit Commitment of such Lender.

     "Commitment Percentage": any of the U.S. Revolving Credit Percentage, the
Purchase Money Term Loan Percentage, the Working Capital Term Loan Percentage or
the Canadian Revolving Credit Percentage, as the case may be.

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

     "Compliance Certificate": a certificate duly executed by a Responsible
Officer, substantially in the form of Exhibit B.

     "Confidential Information Memorandum": the Confidential Information
Memorandum dated June 2001 and furnished to the initial Lenders in connection
with the syndication of the Facilities (as supplemented prior to the date of
this Agreement).

     "Consolidated Current Assets": of any Person at any date, all amounts
(other than cash and Cash Equivalents) that would, in conformity with GAAP, be
set forth opposite the caption "total current assets" (or any like caption) on a
consolidated balance sheet of such Person and its Subsidiaries at such date.

     "Consolidated Current Liabilities": of any Person at any date, all amounts
that would, in conformity with GAAP, be set forth opposite the caption "total
current liabilities" (or any like caption) on a consolidated balance sheet of
such Person and its Subsidiaries at such date, but excluding, with respect to
the Canadian Borrower and its consolidated Subsidiaries, (a) the
<PAGE>
                                                                              10

current portion of any Funded Debt of the Canadian Borrower and its Subsidiaries
and (b) without duplication, all Indebtedness under this Agreement, to the
extent otherwise included therein.

     "Consolidated EBITDA": of any Person for any period, Consolidated Net
Income of such Person and its Subsidiaries for such period plus, without
duplication and to the extent reflected as a charge in the statement of such
Consolidated Net Income for such period, the sum of (a) income tax expense, (b)
Consolidated Interest Expense of such Person and its Subsidiaries, amortization
or writeoff of debt discount and debt issuance costs and commissions, discounts
and other fees and charges associated with Indebtedness, (c) depreciation and
amortization expense, (d) amortization of intangibles (including, but not
limited to, goodwill) and organization costs, (e) any extraordinary, unusual or
non-recurring expenses or losses (including, whether or not otherwise includable
as a separate item in the statement of such Consolidated Net Income for such
period, losses on sales of assets outside of the ordinary course of business)
and (f) any other non-cash charges, and minus, to the extent included in the
statement of such Consolidated Net Income for such period, the sum of (a)
interest income (except to the extent deducted in determining Consolidated
Interest Expense), (b) any extraordinary, unusual or non-recurring income or
gains (including, whether or not otherwise includable as a separate item in the
statement of such Consolidated Net Income for such period, gains on the sales of
assets outside of the ordinary course of business) and (c) any other non-cash
income, all as determined on a consolidated basis; provided, that, in
determining the amount of Consolidated EBITDA of the Canadian Borrower and its
Subsidiaries for any period, the amount of such Consolidated EBITDA attributable
to the Unrestricted Subsidiaries (other than Cott U.K.) for such period shall
not exceed the sum of (1) 5% of Consolidated EBITDA of the Canadian Borrower and
its Subsidiaries for such period (determined without application of this
proviso) plus (2) the amount of cash dividends or other cash distributions
received by the Canadian Borrower and its Restricted Subsidiaries during such
period from Unrestricted Subsidiaries, and to the extent that Consolidated
EBITDA of all Unrestricted Subsidiaries (other than Cott U.K.) actually does
exceed the sum described in the foregoing clause (i) and (ii), such excess
amount shall be deducted from the calculation of Consolidated EBITDA of the
Canadian Borrower and its Consolidated Subsidiaries.

     "Consolidated Fixed Charge Coverage Ratio": for any period, the ratio of
(a) Consolidated EBITDA of the Canadian Borrower and its Subsidiaries for such
period minus the aggregate amount actually paid by the Canadian Borrower and its
Subsidiaries in cash (not including the amount of any such expenditures financed
with the proceeds of the principal amount of Indebtedness incurred in connection
with such expenditures, and not including the amount of any such expenditures
financed with the proceeds of any Reinvestment Deferred Amount) during such
period on account of Capital Expenditures to (b) Consolidated Fixed Charges for
such period.

     "Consolidated Fixed Charges": for any period, the sum (without duplication)
of (a) Consolidated Interest Expense of the Canadian Borrower and its
Subsidiaries for such period, (b) provision for cash income taxes made by the
Canadian Borrower or any of its Subsidiaries on a consolidated basis in respect
of such period and (c) scheduled payments made during such period on account of
principal of Indebtedness of the Canadian Borrower or any of its Subsidiaries
(including scheduled principal payments in respect of the Term Loans due before
<PAGE>
                                                                           11

September 30, 2006, but excluding (i) any other scheduled payments in respect of
Indebtedness under this Agreement and (ii) any scheduled payments in respect of
the Canadian Borrower's 9-3/8% Senior Notes due 2005 and the Canadian Borrower's
8-1/2% Senior Notes due 2007).

     "Consolidated Interest Coverage Ratio": for any period, the ratio of (a)
Consolidated EBITDA of the Canadian Borrower and its Subsidiaries for such
period to (b) Consolidated Interest Expense of the Canadian Borrower and its
Subsidiaries for such period.

     "Consolidated Interest Expense": of any Person for any period, total cash
interest expense (including that attributable to Capital Lease Obligations) of
such Person and its Subsidiaries for such period with respect to all outstanding
Indebtedness of such Person and its Subsidiaries (including, without
duplication, the net costs or benefits of such Person under Hedge Agreements in
respect of interest rates to the extent such net costs or benefits are allocable
to such period in accordance with GAAP).

     "Consolidated Leverage Ratio": as at the last day of any period of four
consecutive fiscal quarters of the Canadian Borrower, the ratio of (a)
Consolidated Total Funded Debt on such day to (b) Consolidated EBITDA of the
Canadian Borrower and its Subsidiaries for such period; provided that for
purposes of calculating Consolidated EBITDA of the Canadian Borrower and its
Subsidiaries for any period, (i) the Consolidated EBITDA of any Person, division
or business line acquired by the Canadian Borrower or its Subsidiaries during
such period shall be included on a pro forma basis for such period (assuming the
consummation of such acquisition and the incurrence or assumption of any
Indebtedness in connection therewith occurred on the first day of such period)
if the consolidated balance sheet of such acquired Person (and its consolidated
Subsidiaries), division or business line as at the end of the period preceding
the acquisition of such Person and the related consolidated statements of income
and stockholders' equity and of cash flows for the period in respect of which
Consolidated EBITDA is to be calculated (x) have been previously provided to the
General Administrative Agent and the Lenders and (y) either (1) have been
reported on without a qualification arising out of the scope of the audit by
independent certified public accountants of nationally recognized standing or
(2) have been found acceptable by the General Administrative Agent and (ii) the
Consolidated EBITDA of any Person, division or business line Disposed of by the
Canadian Borrower or its Subsidiaries during such period shall be excluded for
such period (assuming the consummation of such Disposition and the repayment of
any Indebtedness in connection therewith occurred on the first day of such
period).

     "Consolidated Net Income": for any period, the consolidated net income (or
loss) of the Canadian Borrower and its Subsidiaries for such period, determined
on a consolidated basis in accordance with GAAP; provided, that in calculating
Consolidated Net Income of the Canadian Borrower and its consolidated
Subsidiaries for any period, there shall be excluded (a) the income (or deficit)
of any Person accrued prior to the date it becomes a Subsidiary of the Canadian
Borrower or is merged into or consolidated with the Canadian Borrower or any of
its Subsidiaries, (b) the income (or deficit) of any Person (other than a
Subsidiary of the Canadian Borrower) in which the Canadian Borrower or any of
its Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by the Canadian Borrower or such Subsidiary in the
form of dividends or similar distributions and (c) the undistributed earnings of
any Subsidiary of the Canadian Borrower to the extent that the declaration or
payment of

<PAGE>
                                                                           12

dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any Contractual Obligation (other than under any Loan
Document) or Requirement of Law applicable to such Subsidiary.

     "Consolidated Total Funded Debt": at any date, the aggregate principal
amount of all Funded Debt of the Canadian Borrower and its Subsidiaries at such
date, determined on a consolidated basis in accordance with GAAP.

     "Consolidated Working Capital": at any date, the difference of (a)
Consolidated Current Assets of the Canadian Borrower on such date less (b)
Consolidated Current Liabilities of the Canadian Borrower on such date.

     "Continuing Directors": the directors of the Canadian Borrower on the
Closing Date, and each other director of the Canadian Borrower, if, in each
case, such other director's nomination for election to the board of directors of
the Canadian Borrower is recommended by at least 66-2/3% of the then Continuing
Directors.

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

     "Control Investment Affiliate": as to any Person, any other Person that (a)
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person and (b) is organized by such Person primarily for the
purpose of making equity or debt investments in one or more companies. For
purposes of this definition, "control" of a Person means the power, directly or
indirectly, to direct or cause the direction of the management and policies of
such Person, whether by contract or otherwise.

     "Cott U.K.": Cott Retail Brands Limited and its Subsidiaries.

     "Credit Agreement Guarantee": as defined in the definition of "Subordinated
Debt".

     "Default": any of the events specified in Section 10, whether or not any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

     "Defaulting Lender": a Lender that shall have refused to make available its
portion of any Loan committed to be made available by such Lender and shall not
have retracted such refusal.

     "Derivatives Counterparty": as defined in Section 9.6.

     "Disposition": with respect to any Property, any sale, lease, sale and
leaseback (except when the leaseback constitutes a Capital Lease Obligation),
assignment, conveyance, transfer or other disposition thereof; and the terms
"Dispose" and "Disposed of" shall have correlative meanings.
<PAGE>
                                                                           13

     "ECF Percentage": with respect to any fiscal year of the Canadian Borrower,
50%; provided, that, with respect to any fiscal year of the Canadian Borrower,
the ECF Percentage shall be 0% if the Consolidated Leverage Ratio on the last
day of such fiscal year is less than or equal to 2.0 to 1.0.

     "Eligible Assignees": banks, other financial institutions and funds that in
the ordinary course of business invest in assets similar to the Loans.

     "Environmental Laws": any and all laws, rules, orders, regulations,
statutes, ordinances, guidelines, codes, decrees, or other legally enforceable
requirements (including, without limitation, common law) of any international
authority, foreign government, the United States, or any state, local, municipal
or other governmental authority, regulating, relating to or imposing liability
or standards of conduct concerning protection of the environment or of human
health, or employee health and safety, as has been, is now, or may at any time
hereafter be, in effect.

     "Environmental Permits": any and all permits, licenses, approvals,
registrations, notifications, exemptions and other authorizations required under
any Environmental Law.

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

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

     "Eurodollar Base Rate": with respect to each day during each Interest
Period, the rate per annum determined on the basis of the rate for deposits in
U.S. Dollars for a period equal to such Interest Period commencing on the first
day of such Interest Period appearing on Page 3750 of the Telerate screen as of
11:00 A.M., London time, two Business Days prior to the beginning of such
Interest Period. In the event that such rate does not appear on Page 3750 of the
Telerate screen (or otherwise on such screen), the "Eurodollar Base Rate" for
purposes of this definition shall be determined by reference to such other
comparable publicly available service for displaying eurodollar rates as may be
selected by the General Administrative Agent (or the Canadian Administrative
Agent, in the case of Eurodollar Loans under the Canadian Revolving Credit
Facility).

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

     "Eurodollar Rate": with respect to each day during each Interest Period, a
rate per annum determined for such day in accordance with the following formula
(rounded upward to the nearest 1/100th of 1%):
<PAGE>
                                                                           14


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


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

     "Event of Default": any of the events specified in Section 10, provided
that any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

     "Excess Cash Flow": for any fiscal year of the Canadian Borrower, the
difference, if any, of (a) the sum, without duplication, of (i) Consolidated Net
Income for such fiscal year, (ii) the amount of all non-cash charges (including
depreciation and amortization) deducted in arriving at such Consolidated Net
Income, (iii) the amount of the decrease, if any, in Consolidated Working
Capital for such fiscal year, (iv) the aggregate net amount of non-cash loss on
the Disposition of Property by the Canadian Borrower and its Subsidiaries during
such fiscal year (other than sales of inventory in the ordinary course of
business), to the extent deducted in arriving at such Consolidated Net Income
and (v) the net increase during such fiscal year (if any) in deferred tax
accounts of the Canadian Borrower minus (b) the sum, without duplication, of (i)
the amount of all non-cash credits included in arriving at such Consolidated Net
Income, (ii) the aggregate amount actually paid by the Canadian Borrower and its
Subsidiaries in cash during such fiscal year on account of Capital Expenditures
(minus the principal amount of Indebtedness incurred in connection with such
expenditures and minus the amount of any such expenditures financed with the
proceeds of any Reinvestment Deferred Amount), (iii) the aggregate amount of all
permanent optional reductions of the U.S. Revolving Credit Commitments during
such fiscal year, (iv) the aggregate amount of all regularly scheduled principal
payments of Funded Debt (including, without limitation, the Term Loans) of the
Canadian Borrower and its Subsidiaries made during such fiscal year (other than
in respect of any revolving credit facility to the extent there is not an
equivalent permanent reduction in commitments thereunder), (v) the amount of the
increase, if any, in Consolidated Working Capital for such fiscal year, (vi) the
aggregate net amount of non-cash gain on the Disposition of Property by the
Canadian Borrower and its Subsidiaries during such fiscal year (other than sales
of inventory in the ordinary course of business), to the extent included in
arriving at such Consolidated Net Income, and (vii) the net decrease during such
fiscal year (if any) in deferred tax accounts of the Canadian Borrower.

     "Excess Cash Flow Application Date": as defined in Section 5.5(c).

     "Exchange Rate": on any date, the Bank of Canada noon spot rate on such
date. In the event that such rate is not made available, the "Exchange Rate"
shall be determined by reference to such other publicly available service for
displaying exchange rates as may be agreed upon by the Canadian Administrative
Agent and the U.S. Borrower or, in the absence of such agreement, the "Exchange
Rate" shall instead be the Canadian Administrative Agent's spot rate of exchange
in the interbank market where its foreign currency exchange operations in
respect of Canadian Dollars are then being conducted, at or about 10:00 A.M.,
local time, on such date for the purchase of U.S. Dollars with Canadian Dollars,
for delivery on the same day; provided, that

<PAGE>
                                                                           15

if at the time of any such determination, no such spot rate can reasonably be
quoted, the Canadian Administrative Agent may use any reasonable method as it
deems applicable to determine such rate, and such determination shall be
conclusive absent manifest error.

     "Existing Credit Facility": $40,000,000 Credit Agreement dated as of August
19, 1999 among Cott Corporation and certain of its U.S. Subsidiaries as
Borrowers, the financial institutions parties thereto, First Union National
Bank, as Administrative Agent, and National Bank of Canada, as Canadian Agent.
"Existing Issuing Lender": First Union National Bank, as issuer of the Existing
Letters of Credit.

     "Existing Letters of Credit": the letters of credit described in Annex B
that have been issued by the Existing Issuing Lender for the account of the U.S.
Borrower.

     "Extension of Credit": as to any Lender, the making of a Loan by such
Lender or the issuance of any Letter of Credit. For purposes of Section 7.2, it
is expressly understood and agreed that the following do not constitute
Extensions of Credit for purposes of this Agreement: (a) the conversions and
continuations of U.S. Facility Loans as or to Eurodollar Loans or U.S. Base Rate
Loans pursuant to Section 5.2 and (b) the conversions and continuation of
Canadian Facility Loans as or to Eurodollar Loans pursuant to Section 5.2.

     "Facility": each of (a) the Purchase Money Commitments and the Purchase
Money Term Loans made thereunder (the "Purchase Money Term Loan Facility"), (b)
the Working Capital Term Loan Commitments and the Working Capital Term Loans
made thereunder (the "Working Capital Term Loan Facility"), (c) the U.S.
Revolving Credit Commitments and the extensions of credit made thereunder (the
"U.S. Revolving Credit Facility"), (d) the Canadian Revolving Credit Commitments
and the extensions of credit made thereunder (the "Canadian Revolving Credit
Facility") and (e) the Canadian Supplemental Revolving Credit Facility and the
Canadian Supplemental Revolving Credit Loans made thereunder (the "Canadian
Supplemental Revolving Credit Facility").

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

     "Federal Funds Effective Rate": 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 Reference Lender
from three federal funds brokers of recognized standing selected by it.

     "Fiscal Year": the 52- or 53- week annual period, as the case may be,
ending on the Saturday that falls nearest to (whether before or after) December
31.

     "FQ1", "FQ2", "FQ3", and "FQ4": when used with a numerical year
designation, means the first, second, third or fourth fiscal quarters,
respectively, of such fiscal year of the Canadian Borrower. Currently, the
Canadian Borrower's first, second and third fiscal quarters end on the Saturday
nearest to the last calendar day of a period of 13 calendar weeks, 26 calendar
<PAGE>
                                                                              16

weeks and 39 calendar weeks, respectively, after the end of the prior Fiscal
Year. (E.g., FQ1 2001 means the first fiscal quarter of the Canadian Borrower's
2001 fiscal year, which ended March 31, 2001, and FQ3 2001 means the third
quarter of the Canadian Borrower's 2001 fiscal year, which will end September
29, 2001.)

     "Funded Debt": with respect to any Person, all Indebtedness of such Person
of the types described in clauses (a) through (e) of the definition of
"Indebtedness" in this Section.

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

     "General Administrative Agent": Lehman Commercial Paper Inc., as general
administrative agent for the Lenders under this Agreement and the other Loan
Documents, and any successor thereto appointed pursuant to Section 11.9.

     "Georgia Facility": the real property and improvements, consisting of a
manufacturing plant and other facilities, located on 10th Avenue, between 9th
Street and 12th Street, in Columbus, Georgia, U.S. owned by (or after the
Acquisition owned by) the U.S. Borrower, together with the fixtures, equipment
and inventory located thereon, as more fully described on Schedule 1.1.

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

     "Granting Lender": as defined in Section 12.6(g).

     "Guarantee and Collateral Agreement": the Guarantee and Collateral
Agreement to be executed and delivered by the Borrowers, substantially in the
form of Exhibit A, as the same may be amended, supplemented or otherwise
modified from time to time.

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

<PAGE>
                                                                              17

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

     "Hedge Agreements": all interest rate or currency swaps, caps or collar
agreements, foreign exchange agreements, commodity contracts or similar
arrangements entered into by the Canadian Borrower or its Subsidiaries providing
for protection against fluctuations in interest rates, currency exchange rates,
commodity prices or the exchange of nominal interest obligations, either
generally or under specific contingencies.

     "Indebtedness": of any Person at any date, without duplication, (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of Property or services (other than trade
payables incurred in the ordinary course of such Person's business), (c) all
obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (d) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to Property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such Property), (e) all Capital Lease Obligations of such Person, (f)
all obligations of such Person, contingent or otherwise, as an account party or
applicant under acceptance, letter of credit or similar facilities, (g) all
obligations of such Person, contingent or otherwise, to purchase, redeem, retire
or otherwise acquire for value any Capital Stock of such Person, (h) all
Guarantee Obligations of such Person in respect of obligations of the kind
referred to in clauses (a) through (g) above; (i) all obligations of the kind
referred to in clauses (a) through (h) above secured by (or for which the holder
of such obligation has an existing right, contingent or otherwise, to be secured
by) any Lien on Property (including, without limitation, accounts and contract
rights) owned by such Person, whether or not such Person has assumed or become
liable for the payment of such obligation and (j) for the purposes of Section
10(e) only, all obligations of such Person in respect of Hedge Agreements.

     "Indemnified Liabilities": as defined in Section 12.5.

     "Indemnitee": as defined in Section 12.5.

     "Indentures": the collective reference to (a) the Indenture, dated as of
June 16 1997, between the Canadian Borrower and Marine Midland Bank, which has
been succeeded by HSBC Bank USA, as trustee, and (b) the Indenture, dated as of
June 27, 1995, between the Canadian Borrower and Marine Midland Bank, which has
been succeeded by HSBC Bank USA, as trustee, in each case as amended,
supplemented or otherwise modified from time to time.

     "Insolvency": with respect to any Multiemployer Plan, the condition that
such Plan is insolvent within the meaning of Section 4245 of ERISA.
<PAGE>
                                                                              18

     "Insolvent": pertaining to a condition of Insolvency.

     "Intellectual Property": the collective reference to all rights, priorities
and privileges relating to intellectual property, whether arising under United
States, multinational or foreign laws or otherwise, including, without
limitation, copyrights, copyright licenses, patents, patent licenses,
trademarks, trademark licenses, technology, know-how and processes, and all
rights to sue at law or in equity for any infringement or other impairment
thereof, including the right to receive all proceeds and damages therefrom.

     "Interest Payment Date": (a) as to any U.S. Base Rate Loan, Canadian Base
Rate Loan or Canadian Dollar Prime Rate Loan, the last day of each March, June,
September and December to occur while such Loan is outstanding and the final
maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest
Period of three months or shorter, the last day of such Interest Period, (c) as
to any Eurodollar Loan having an Interest Period longer than three months, each
day that is three months, or a whole multiple thereof, after the first day of
such Interest Period and the last day of such Interest Period and (d) as to any
Term Loan, the date of any repayment or prepayment made in respect thereof.

     "Interest Period": as to any Eurodollar Loan, (a) initially, the period
commencing on the borrowing or conversion date, as the case may be, with respect
to such Eurodollar Loan and ending one, two, three or six or (if consented to by
all Lenders under the relevant Facility) nine or twelve months thereafter, as
selected by the relevant Borrower in its notice of borrowing or notice of
conversion, as the case may be, given with respect thereto; and (b) thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Eurodollar Loan and ending one, two, three or six or (if
available to all Lenders under the relevant Facility) nine or twelve months
thereafter, as selected by the relevant Borrower by irrevocable notice to the
General Administrative Agent (or the Canadian Administrative Agent, in the case
of Canadian Facility Loans) not less than three Business Days prior to the last
day of the then current Interest Period with respect thereto; provided that, all
of the foregoing provisions relating to Interest Periods are subject to the
following:

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

     (ii) any Interest Period in respect of Loans under any Facility that would
otherwise extend beyond the date final payment is due on such Loans shall end on
such due date; and

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

     "Investments": as defined in Section 9.8.

     "Issuing Lender": any U.S. Issuing Lender or Canadian Issuing Lender.
<PAGE>
                                                                              19

     "L/C Fee Payment Date": the last Business Day of each March, June,
September and December and the last day of the Revolving Credit Commitment
Period.

     "L/C Participants": the collective reference to the U.S. L/C Participants
and the Canadian L/C Participants.

     "Lehman Entity": any of Lehman Commercial Paper Inc. or any of its
affiliates (including Syndicated Loan Funding Trust).

     "Lender Addendum": with respect to any initial Lender, a Lender Addendum,
substantially in the form of Exhibit J, to be executed and delivered by such
Lender on the Closing Date as provided in Section 12.18.

     "Lenders": as defined in the preamble hereto.

     "Lesser Period": as defined in Section 5.7(a).

     "Letters of Credit": as defined in Section 4.1(a).

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

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

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

     "Loan Parties": the Borrowers and each Subsidiary of the Canadian Borrower
that is a party to a Loan Document.

     "Majority Facility Lenders": with respect to any Facility, the holders of
more than 50% of the aggregate unpaid principal and/or face amount of the
Extensions of Credit under such Facility (or, in the case of the U.S. Revolving
Credit Facility or the Canadian Revolving Credit Facility, prior to the
termination of the U.S. Revolving Credit Commitments or the Canadian Revolving
Credit Commitments, respectively, the holders of more than 50% of the total U.S.
Revolving Credit Commitments or the total Canadian Revolving Credit Commitments,
respectively).

     "Mandatory Prepayment Amount": as defined in Section 5.5(h).

     "Material Adverse Effect": a material adverse effect on (a) the Acquisition
(but only before the Closing Date), (b) the business, assets, property or
condition (financial or otherwise) of either Borrower and its Subsidiaries taken
as a whole or (c) the validity or enforceability of this Agreement or any of the
other Loan Documents or the rights or remedies of the Agents or the Lenders
hereunder or thereunder.
<PAGE>
                                                                              20

     "Materials of Environmental Concern": any gasoline or petroleum (including
crude oil or any fraction thereof) or petroleum products, polychlorinated
biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants,
radioactivity, and any other substances or forces of any kind, whether or not
any such substance or force is defined as hazardous or toxic under any
Environmental Law, that is regulated pursuant to or could give rise to liability
under any Environmental Law.

     "Mortgaged Properties": the real properties listed on Schedule 1.1, as to
which the General Administrative Agent for the benefit of the Lenders shall be
granted a Lien pursuant to one or more Mortgages.

     "Mortgages": each of the mortgages and deeds of trust made by any Loan
Party in favor of, or for the benefit of, the General Administrative Agent for
the benefit of the Lenders, which, in the case of the Mortgage in respect of the
Georgia Facility to be delivered on the Closing Date, shall be substantially in
the form of Exhibit D, and in the case of any Mortgage delivered after the
Closing Date shall be in form and substance reasonably acceptable to the General
Administrative Agent, in each case, as the same may be amended, supplemented or
otherwise modified from time to time.

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

     "Net Cash Proceeds": (a) in connection with any Asset Sale or any Recovery
Event, the proceeds thereof in the form of cash and Cash Equivalents (including
any such proceeds received by way of deferred payment of principal pursuant to a
note or installment receivable or purchase price adjustment receivable or
otherwise, but only as and when received) of such Asset Sale or Recovery Event,
net of attorneys' fees, accountants' fees, investment banking fees, amounts
required to be applied to the repayment of Indebtedness secured by a Lien
expressly permitted hereunder on any asset which is the subject of such Asset
Sale or Recovery Event (other than any Lien pursuant to a Security Document) and
other customary fees and expenses actually incurred in connection therewith and
net of taxes paid or reasonably estimated to be payable as a result thereof
(after taking into account any available tax credits or deductions and any tax
sharing arrangements), (b) in connection with any issuance or sale of equity
securities or debt securities or instruments or the incurrence of loans, the
cash proceeds received from such issuance or incurrence, net of attorneys' fees,
investment banking fees, accountants' fees, underwriting discounts and
commissions and other customary fees and expenses actually incurred in
connection therewith and (c) in connection with any Purchase Price Refund, the
cash amount thereof, net of any expenses incurred in the collection thereof.

     "Non-Excluded Taxes": as defined in Section 5.13(a).

     "Non-U.S. Lender": as defined in Section 5.13(d).

     "Note": any promissory note evidencing any Loan.

     "Other Taxes": any and all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made

<PAGE>
                                                                              21

hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.

     "Participant": as defined in Section 12.6(b).

     "Payment Amount": as defined in Section 4.5.

     "PBGC": the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA (or any successor).

     "Permitted Acquisition": any acquisition or series of related acquisitions
by the Canadian Borrower or any of its Subsidiaries of all or substantially all
of the Capital Stock, or substantially all of the assets, of any Person, or of
all or substantially all of the assets constituting a division or business line
of any Person (including any acquisition carried out by means of a merger,
consolidation or similar transaction), if such acquisition complies with the
following criteria:

     (a) No Default or Event of Default shall be in effect after giving effect
to such acquisition, and the Canadian Borrower shall have delivered to the
General Administrative Agent a certificate of a Responsible Officer to such
effect.

     (b) After giving effect to the consummation of such acquisition and to the
incurrence of any Indebtedness associated therewith, the Borrowers' shall be in
pro forma compliance with the covenants in the Agreement (calculated as if such
acquisition had occurred on the first day of the period of four consecutive
fiscal quarters most recently ended).

     (c) The Person, division or line of business acquired in such acquisition
(the "Target") shall be in the same or a similar line of business as the
Canadian Borrower and its Subsidiaries, or in a line of business related
thereto.

     (d) Prior to the consummation of such acquisition for which the
consideration exceeds U.S.$10,000,000 (i) the Lenders shall have received (x)
financial projections in respect of the Target for the one-year period following
the consummation of such acquisition and (y) such financial information as they
shall reasonably request to demonstrate pro forma compliance with the financial
criteria set forth in paragraph (b) above, (ii) the Lenders shall be reasonably
satisfied with the environmental affairs of the Person, division or line of
business to be acquired in such acquisition, (iii) the General Administrative
Agent shall have received final copies of the documentation to be executed in
connection with such acquisition, including all schedules and exhibits thereto
and (iv) the General Administrative Agent (for distribution to the Lenders)
shall have received notice of the closing date for such acquisition; provided,
that, such notice shall be given at least five Business Days prior to such
closing date unless doing so would materially interfere with, or would cause
materially adverse economic consequences with respect to, the consummation of
such acquisition.

     (e) (i) After giving effect to any such acquisition made by the Canadian
Borrower or any of its Subsidiaries, the Available U.S. Revolving Credit
Commitment shall be at least U.S.$10,000,000.

<PAGE>
                                                                              22

     (f) (i) The aggregate fair market value of the consideration payable by the
Canadian Borrower and its Subsidiaries in connection with any such acquisition
shall not exceed U.S.$35,000,000 and (ii) the aggregate fair market value of
consideration payable by the Canadian Borrower and its Subsidiaries in
connection with all such acquisitions shall not exceed U.S.$60,000,000 in any
fiscal year.

     "Permitted Investor": any or all of THL Equity Advisors IV, LLC, Thomas H.
Lee Equity Fund IV, L.P., Thomas H. Lee Foreign Fund IV, L.P, Thomas H. Lee
Foreign Fund IV-B, L.P., 1997 Thomas H. Lee Nominee Trust, THL Coinvestors
III-A, LLC, THL Coinvestors III-B, LLC, Thomas H. Lee Charitable Investment
Partnership, L.P., Thomas H. Lee Company and THL-CCI Limited Partnership or any
Affiliates of any of the foregoing, any beneficiaries of the 1997 Thomas H. Lee
Nominee Trust and Paine Webber Capital and PW Partners 1997 L.P.

     "Permitted Perfection Limitations": the understanding that perfection of
the Lien on certain Collateral may be limited to the extent that the Collateral
may constitute (a) goods in transit that are not otherwise perfected by the UCC
or PPSA filings, (b) goods in the hands of third parties that are not otherwise
perfected by the UCC or PPSA filings, (c) intellectual property or other assets
of the U.S. Borrower that are not in the United States (except to the extent
that the General Administrative Agent otherwise requests), (d) motor vehicles or
(e) assets that have de minimus value.

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

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

     "PPSA": as defined in Section 6.19(b).

     "Prepayment Date": as defined in Section 5.5(h).

     "Prepayment Option Notice": a Prepayment Option Notice, substantially in
the form of Exhibit H.

     "Pricing Grid": the pricing grid attached hereto as Annex A.

     "Pro Forma Balance Sheet": as defined in Section 6.1(a).

     "Pro Forma Income Statements": as defined in Section 6.1(a).

     "Projections": as defined in Section 8.2(c).

     "Property": any right or interest in or to property of any kind whatsoever,
whether real, personal or mixed and whether tangible or intangible, including,
without limitation, Capital Stock.


<PAGE>
                                                                              23

     "Purchase Money Term Loan": as defined in Section 2.1.

     "Purchase Money Term Loan Commitment": as to any Lender, the obligation of
such Lender, if any, to make a Purchase Money Term Loan to the U.S. Borrower
hereunder in a principal amount not to exceed the amount set forth under the
heading "Purchase Money Term Loan Commitment" opposite such Lender's name on
Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case may
be, in the Assignment and Acceptance pursuant to which such Lender became a
party hereto, as the same may be changed from time to time pursuant to the terms
hereof. The original aggregate amount of the Purchase Money Term Loan
Commitments is U.S.$90,000,000.

     "Purchase Money Term Loan Facility": as defined in the definition of
"Facility" in this Section 1.1.

     "Purchase Money Term Loan Lender": each Lender that has a Purchase Money
Term Loan Commitment or is the holder of a Purchase Money Term Loan.

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

     "Purchase Price Refund": any amount received by the Canadian Borrower or
any Restricted Subsidiary as a result of a purchase price adjustment or similar
event in connection with any acquisition of Property by the Canadian Borrower or
any Restricted Subsidiary.

     "Recovery Event": any settlement of or payment in respect of any property
or casualty insurance claim or any condemnation proceeding relating to any asset
of the Canadian Borrower or any of its Restricted Subsidiaries.

     "Refunded Canadian Swing Line Loans": as defined in Section 3.7.

     "Refunded Swing Line Loans": as defined in Section 2.7.

     "Refunding Date": as defined in Section 2.7.

     "Register": as defined in Section 12.6(d).

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

     "Reimbursement Obligation": the obligation of the relevant Borrower to
reimburse each Issuing Lender pursuant to Section 4.5 for amounts drawn under
Letters of Credit issued by such Issuing Lender.

     "Reinvestment Deferred Amount": with respect to any Reinvestment Event, the
aggregate Net Cash Proceeds received by the Canadian Borrower or any of its
Restricted

<PAGE>
                                                                              24

Subsidiaries in connection therewith that, as a result of the delivery of a
Reinvestment Notice, are not applied to prepay the Loans pursuant to Section
5.5.

     "Reinvestment Event": any Asset Sale, Purchase Price Refund or Recovery
Event in respect of which the Canadian Borrower has delivered a Reinvestment
Notice.

     "Reinvestment Notice": a written notice executed by a Responsible Officer
stating that no Default or Event of Default has occurred and is continuing and
that the Canadian or U.S. Borrower (directly or indirectly through one or more
Restricted Subsidiaries) intends and expects to use all or a specified portion
of the Net Cash Proceeds of an Asset Sale, Purchase Price Refund or Recovery
Event to acquire assets useful in its business.

     "Reinvestment Prepayment Amount": with respect to any Reinvestment Event,
the Reinvestment Deferred Amount relating thereto less any amount expended prior
to the relevant Reinvestment Prepayment Date to acquire assets useful in the
Canadian or U.S. Borrower's business or that of one or more of their Restricted
Subsidiaries.

     "Reinvestment Prepayment Date": with respect to any Reinvestment Event, the
earlier of (a) the date occurring six months after such Reinvestment Event and
(b) the date on which the Canadian or U.S. Borrower shall have determined not
to, or shall have otherwise ceased to, acquire assets useful in the Canadian or
U.S. Borrower's business or that of one or more of their Restricted Subsidiaries
with all or any portion of the relevant Reinvestment Deferred Amount.

     "Related Fund": with respect to any Lender, any fund that (x) invests in
commercial loans and (y) is managed or advised by the same investment advisor as
such Lender, by such Lender or an Affiliate of such Lender.

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

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

     "Required Lenders": at any time, the holders (other than Defaulting
Lenders) of more than 50% of (a) until the Closing Date, the Commitments and (b)
thereafter, the sum of (i) the aggregate unpaid principal amount of the Term
Loans then outstanding and (ii) the U.S. Revolving Credit Commitments and the
Canadian Revolving Credit Commitments then in effect or, if the U.S. Revolving
Credit Commitments and the Canadian Revolving Credit Commitments have been
terminated, the Aggregate U.S. Revolving Extensions of Credit then outstanding,
the Aggregate Canadian Revolving Extensions of Credit then outstanding and the
aggregate principal amount of the Canadian Supplemental Revolving Credit Loans
then outstanding.

     "Required Prepayment Lenders": the Majority Facility Lenders in respect of
each U.S. Facility.

<PAGE>
                                                                              25

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

     "Responsible Officer": the chief executive officer, president or chief
financial officer, treasurer or controller of the Canadian Borrower, but in any
event, with respect to financial matters, the chief financial officer, treasurer
or controller of the Canadian Borrower.

     "Restricted Payments": as defined in Section 9.6.

     "Restricted Subsidiary": any Subsidiary other than an Unrestricted
Subsidiary.

     "Revolving Credit Commitment Period": the period from and including the
Closing Date to the Revolving Credit Termination Date.

     "Revolving Credit Termination Date": December 31, 2005; provided, that if
any amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains
outstanding on December 31, 2004, the Revolving Credit Termination Date shall be
December 31, 2004.

     "SEC": the Securities and Exchange Commission (or successors thereto or an
analogous Governmental Authority).

     "Security Documents": the collective reference to the Guarantee and
Collateral Agreement, the Canadian Security Documents and all other security
documents hereafter delivered to the General Administrative Agent granting a
Lien on any Property of any Person to secure the obligations and liabilities of
any Loan Party under any Loan Document.

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

     "Solvent": with respect to any Person, as of any date of determination, (a)
the amount of the "present fair saleable value" of the assets of such Person
will, as of such date, exceed the amount of all "liabilities of such Person,
contingent or otherwise", as of such date, as such quoted terms are determined
in accordance with applicable federal and state laws governing determinations of
the insolvency of debtors, (b) the present fair saleable value of the assets of
such Person will, as of such date, be greater than the amount that will be
required to pay the liability of such Person on its debts as such debts become
absolute and matured, (c) such Person will not have, as of such date, an
unreasonably small amount of capital with which to conduct its business, and (d)
such Person will be able to pay its debts as they mature. For purposes of this
definition, (i) "debt" means liability on a "claim", and (ii) "claim" means any
(x) right to payment, whether or not such a right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured or (y) right to an equitable
remedy for breach of performance if such breach gives rise to a right to
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured
or unsecured.
<PAGE>
                                                                              26

     "SPC": as defined in Section 12.6(g).




     "Specified Business Combination": means (i) investment funded no later
than December 31, 2001 by the Canadian Borrower, the U.S. Borrower or any other
Subsidiaries of a direct or indirect 51% interest in a limited liability
company (the "LLC") that acquires or will have acquired the private label
beverage business and assets related thereto (excluding plant and equipment) of
another beverage company for an aggregate purchase price not to exceed
$30,500,000 *[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED] For the sake of
clarity, it is understood that the 51% interest in the LLC will be held by the
Specified Business Combination Subsidiary, which will be an Unrestricted
Subsidiary, and that the Borrowers and Restricted Subsidiaries may provide
services to, or otherwise do business with, the LLC on preferred terms and may
provide support to the LLC in ways that are not arm's length, provided, that
(x) none of those transactions that are not arm's length, individually or in
the aggregate, will have a material detrimental effect on the applicable
Borrower or Restricted Subsidiary and (y) the Borrowers and Restricted
Subsidiaries shall not make loans or monetary advances to the LLC in the excess
of the amount specified in clause (ii).



     "Specified Business Combination Subsidiary": means the entity that is
formed to acquire the 51% interest in the LLC referred to in the definition of
Specified Business Combination.


     "Specified Change of Control": a "Change of Control", or like event, as
defined in either Indenture or in any indenture or other agreement hereafter
entered into by either Borrower pursuant to which Indebtedness of either
Borrower is issued.

     "Subordinated Debt": unsecured Indebtedness of the U.S. Borrower that (i)
matures no earlier than one year after the final maturity of the Term Loans,
(ii) is subordinated to the obligations of the U.S. Borrower under the Loan
Documents pursuant to subordination terms customarily applicable to similar
Indebtedness (as reasonably determined by the General Administrative Agent) and
(iii) if such Indebtedness is guaranteed by the Canadian Borrower or any
Subsidiary thereof, such Person shall also guarantee the obligations of the
Borrowers hereunder (a "Credit Agreement Guarantee") and such guarantee by such
Person of the Subordinated Debt shall be subordinated to the obligations of such
Person under its Credit Agreement Guarantee pursuant to subordination provisions
customarily applicable to similar guarantees (as reasonably determined by the
General Administrative Agent).

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


<PAGE>
                                                                              27

     "Swing Line Commitment": the obligation of the Swing Line Lender to make
Swing Line Loans pursuant to Section 2.6 in an aggregate principal amount at any
one time outstanding not to exceed U.S.$13,000,000.

     "Swing Line Lender": First Union National Bank, in its capacity as the
lender of Swing Line Loans.

     "Swing Line Loans": as defined in Section 2.6.

     "Swing Line Note": as defined in Section 2.8(e).

     "Swing Line Participation Amount": as defined in Section 2.7.

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

     "Term Loan Facilities": the collective reference to the Purchase Money Term
Loan Facility and the Working Capital Term Loan Facility.

     "Term Loan Lenders": the collective reference to the Purchase Money Term
Loan Lenders and the Working Capital Term Loan Lenders.

     "Term Loans": the collective reference to the Purchase Money Term Loans and
Working Capital Term Loans.

     "Term Note": as defined in Section 2.8(e).

     "Title Insurance Company": as defined in Section 7.1(p).

     "Transferee": as defined in Section 12.14.

     "Type": (a) as to any U.S. Facility Loan, its nature as a U.S. Base Rate
Loan or a Eurodollar Loan and (b) as to any Canadian Facility Loan, its nature
as a Eurodollar Loan, a Canadian Base Rate Loan or a Canadian Dollar Prime Rate
Loan.


     "Unrestricted Subsidiary": (1) Cott Investment LLC, (2) 804340 Ontario
Limited, (3) each Subsidiary of the Canadian Borrower that on the date of this
Agreement is organized under the laws of any jurisdiction other than those of
the United States, any state thereof, Canada or any province thereof,
(4) Specified Business Combination Subsidiary, (5) any Subsidiary designated as
an Unrestricted Subsidiary by the Canadian Borrower so long as such designation
does not violate Section 9.9 and (6) any Subsidiary of an Unrestricted
Subsidiary.


     "U.S. Base Rate": for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in
effect on such day and (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall mean the prime
lending rate as set forth on the British Banking Association Telerate page 5 (or
such other comparable page as may, in the opinion of Administrative Agent,
replace such page for the purpose of displaying such rate). Any change in the
U.S. Base Rate due to a change in the Prime Rate or the Federal Funds Effective
Rate shall be effective as of the opening

<PAGE>
                                                                              28

of business on the effective day of such change in the Prime Rate or the Federal
Funds Effective Rate, respectively.

     "U.S. Base Rate Loans": U.S. Facility Loans for which the applicable rate
of interest is based upon the U.S. Base Rate.

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

     "U.S. Dollar Equivalent": with respect to an amount denominated in Canadian
Dollars, the equivalent in U.S. Dollars determined at the Exchange Rate.

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

     "U.S. Facilities": the collective reference to the Term Loan Facilities and
the U.S. Revolving Credit Facility.

     "U.S. Facility Loans": the collective reference to the Term Loans, the U.S.
Revolving Credit Loans and the Swing Line Loans.

     "U.S. Funding Office": the office specified from time to time by the
General Administrative Agent as its funding office by notice to the U.S.
Borrower and the U.S. Lenders.

     "U.S. Issuing Lender": any U.S. Revolving Credit Lender selected by the
U.S. Borrower, with the consent of such Lender and the General Administrative
Agent, to issue U.S. Letters of Credit.

     "U.S. L/C Commitment": U.S.$5,000,000.

     "U.S. L/C Obligations": at any time, an amount equal to the sum of (a) the
aggregate then undrawn and unexpired amount of the then outstanding U.S. Letters
of Credit and (b) the aggregate amount of drawings under U.S. Letters of Credit
that have not then been reimbursed pursuant to Section 4.6.

     "U.S. L/C Participant": with respect to each U.S. Letter of Credit, each
U.S. Revolving Credit Lender other than the U.S. Issuing Lender in respect of
such Letter of Credit.

     "U.S. Letter of Credit": as defined in Section 4.1.

     "U.S. Payment Office": the office specified from time to time by the
General Administrative Agent as its payment office by notice to the U.S.
Borrower and the U.S. Lenders.

     "U.S. Revolving Credit Commitment": as to any Lender, the obligation of
such Lender, if any, to make U.S. Revolving Credit Loans and participate in
Swing Line Loans and U.S. Letters of Credit, in an aggregate principal and/or
face amount not to exceed the amount set forth under the heading "U.S. Revolving
Credit Commitment" opposite such Lender's name on Schedule 1 to the Lender
Addendum delivered by such Lender on the Closing Date, or, as the case may be,
in the Assignment and Acceptance pursuant to which such Lender became a party
hereto, as the same may be changed from time to time pursuant to the terms
hereof. The
<PAGE>
                                                                              29

aggregate amount of the U.S. Revolving Credit Commitments on the Closing Date is
U.S.$45,000,000.

     "U.S. Revolving Credit Facility": as defined in the definition of
"Facility" in this Section 1.1.

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

     "U.S. Revolving Credit Loans": as defined in Section 2.4.

     "U.S. Revolving Credit Note": as defined in Section 2.8(e).

     "U.S. Revolving Credit Percentage": as to any U.S. Revolving Credit Lender
at any time, the percentage which such Lender's U.S. Revolving Credit Commitment
then constitutes of the total of all U.S. Revolving Credit Commitments (or, at
any time after the U.S. Revolving Credit Commitments shall have expired or
terminated, the percentage which the aggregate amount of such Lender's U.S.
Revolving Extensions of Credit then outstanding constitutes of the Aggregate
U.S. Revolving Extensions of Credit of all U.S. Revolving Credit Lenders then
outstanding).

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

     "Working Capital Term Loan": as defined in Section 2.1.

     "Working Capital Term Loan Commitment": as to any Lender, the obligation of
such Lender, if any, to make a Working Capital Term Loan to the U.S. Borrower
hereunder in a principal amount not to exceed the amount set forth under the
heading "Working Capital Term Loan Commitment" opposite such Lender's name on
Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case may
be, in the Assignment and Acceptance pursuant to which such Lender became a
party hereto, as the same may be changed from time to time pursuant to the terms
hereof. The original aggregate amount of the Working Capital Term Loan
Commitments is U.S.$10,000,000.

     "Working Capital Term Loan Facility": as defined in the definition of
"Facility" in this Section 1.1.

     "Working Capital Term Loan Lender": each Lender that has a Working Capital
Term Loan Commitment or is the holder of a Working Capital Term Loan.

     "Working Capital Term Loan Percentage": as to any Working Capital Term Loan
Lender at any time, the percentage which such Lender's Working Capital Term Loan
Commitment then constitutes of the aggregate Working Capital Term Loan
Commitments (or, at
<PAGE>
                                                                              30

any time after the Closing Date, the percentage which the aggregate principal
amount of such Lender's Working Capital Term Loans then outstanding constitutes
of the aggregate principal amount of the Working Capital Term Loans then
outstanding).

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

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

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

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

     (e) All calculations of financial ratios set forth in Section 9.1 and the
calculation of the Consolidated Leverage Ratio for purposes of determining the
Applicable Margin shall be calculated to the same number of decimal places as
the relevant ratios are expressed in and shall be rounded upward if the number
in the decimal place immediately following the last calculated decimal place is
five or greater. For example, if the relevant ratio is to be calculated to the
hundredth decimal place and the calculation of the ratio is 5.126, the ratio
will be rounded up to 5.13.

            Section 2. AMOUNT AND TERMS OF U.S. FACILITY COMMITMENTS

     2.1 Term Loan Commitments. Subject to the terms and conditions hereof, (a)
the Term Loan Lenders severally agree to make term loans (each, a "Purchase
Money Term Loan") to the U.S. Borrower on the Closing Date in an amount for each
Term Loan Lender not to exceed the amount of the Purchase Money Term Loan
Commitment of such Lender and (b) the Term Loan Lenders severally agree to make
term loans (each, a "Working Capital Term Loan") to the U.S. Borrower on the
Closing Date in an amount for each Term Loan Lender not to exceed the amount of
the Working Capital Term Loan Commitment of such Lender. The Term Loans may from
time to time be Eurodollar Loans or U.S. Base Rate Loans, as determined by the
U.S. Borrower and notified to the General Administrative Agent in accordance
with Sections 2.2 and 5.2.

     2.2 Procedure for Term Loan Borrowing. The U.S. Borrower shall deliver to
the General Administrative Agent and the Working Capital Facility Agent a
Borrowing Notice (which Borrowing Notice must be received by the General
Administrative Agent prior to 10:00 A.M., New York City time, one Business Day
prior to the anticipated Closing Date) requesting that the Term Loan Lenders
make the Term Loans on the Closing Date. The Term Loans made
<PAGE>
                                                                              31

on the Closing Date shall initially be U.S. Base Rate Loans, and prior to the
date which is 7 Business Days (or such lesser number of days as the General
Administrative Agent shall specify to the U.S. Borrower) after the Closing Date,
no Term Loan may be converted into or continued as a Eurodollar Loan having an
Interest Period in excess of one month. Upon receipt of such Borrowing Notice
the General Administrative Agent shall promptly notify each Term Loan Lender
thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each
Term Loan Lender shall make available to the General Administrative Agent at the
U.S. Funding Office an amount in immediately available funds equal to the
principal amount of the Term Loans to be made by such Lender. Not later than
1:00 p.m., New York City time, the General Administrative Agent shall make
available to the U.S. Borrower the aggregate of the amounts made available to
the General Administrative Agent by the Term Loan Lenders, in like funds as
received by the General Administrative Agent.

     2.3 Repayment of Term Loans. (a) The Purchase Money Term Loan of each Term
Loan Lender shall mature in 21 consecutive quarterly installments, commencing on
December 31, 2001, each of which shall be in an amount equal to such Lender's
Purchase Money Term Loan Percentage multiplied by the percentage set forth below
opposite such installment of the aggregate principal amount of Purchase Money
Term Loans made on the Closing Date:

<TABLE>
<CAPTION>

         Installment                                         Percentage
         -----------                                         ----------
         <S>                                                     <C>
         December 31, 2001                                       3.50%
         March 31, 2002                                          0.75%
         June 30, 2002                                           0.75%
         September 30, 2002                                      3.50%
         December 31, 2002                                       3.50%
         March 31, 2003                                          1.50%
         June 30, 2003,                                          1.50%
         September 30, 2003                                      3.50%
         December 31, 2003                                       3.50%
         March 31, 2004                                          1.50%
         June 30, 2004                                           1.50%
         September 30, 2004                                      3.50%
         December 31, 2004                                       3.50%
         March 31, 2005                                          1.50%
         June 30, 2005                                           1.50%
         September 30, 2005                                      3.50%
         December 31, 2005                                       3.50%
         March 31, 2006                                          1.50%
         June 30, 2006                                           1.50%
         September 30, 2006                                     19.25%
         December 31, 2006                                      35.75%
</TABLE>


     (b) The Working Capital Term Loan of each Term Loan Lender shall mature in
21 consecutive quarterly installments, commencing on December 31, 2001, each of
which shall be in an amount equal to such Lender's Working Capital Term Loan
Percentage multiplied
<PAGE>
                                                                              32

by the percentage set forth below opposite such installment of the aggregate
principal amount of Working Capital Term Loans made on the Closing Date:

<TABLE>
<CAPTION>

         Installment                                         Percentage
         -----------                                         ----------
         <S>                                                     <C>
         December 31, 2001                                       3.50%
         March 31, 2002                                          0.75%
         June 30, 2002                                           0.75%
         September 30, 2002                                      3.50%
         December 31, 2002                                       3.50%
         March 31, 2003                                          1.50%
         June 30, 2003                                           1.50%
         September 30, 2003                                      3.50%
         December 31, 2003                                       3.50%
         March 31, 2004                                          1.50%
         June 30, 2004                                           1.50%
         September 30, 2004                                      3.50%
         December 31, 2004                                       3.50%
         March 31, 2005                                          1.50%
         June 30, 2005                                           1.50%
         September 30, 2005                                      3.50%
         December 31, 2005                                       3.50%
         March 31, 2006                                          1.50%
         June 30, 2006                                           1.50%
         September 30, 2006                                     19.25%
         December 31, 2006                                      35.75%
</TABLE>

     (c) Notwithstanding the foregoing, if any amount of the Canadian Borrower's
9-3/8% Senior Notes due 2005 remains outstanding on December 31, 2004, all
amounts outstanding under the Term Loans shall be due and payable on December
31, 2004.

     2.4 U.S. Revolving Credit Commitments

     (a) Subject to the terms and conditions hereof, the U.S. Revolving Credit
Lenders severally agree to make revolving credit loans ("U.S. Revolving Credit
Loans") to the U.S. Borrower from time to time during the Revolving Credit
Commitment Period in an aggregate principal amount at any one time outstanding
for each U.S. Revolving Credit Lender which, when added to such Lender's U.S.
Revolving Credit Percentage of the sum of (i) the U.S. L/C Obligations then
outstanding and (ii) the aggregate principal amount of the Swing Line Loans then
outstanding, does not exceed the amount of such Lender's U.S. Revolving Credit
Commitment. During the Revolving Credit Commitment Period the U.S. Borrower may
use the U.S. Revolving Credit Commitments by borrowing, prepaying the U.S.
Revolving Credit Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof. The U.S. Revolving Credit Loans may from
time to time be Eurodollar Loans or U.S. Base Rate Loans, as determined by the
U.S. Borrower and notified to the General Administrative Agent in accordance
with Sections 2.5 and 5.2, provided that no U.S. Revolving Credit Loan shall be
<PAGE>
                                                                              33

made as a Eurodollar Loan after the day that is one month prior to the Revolving
Credit Termination Date.

     (b) The U.S. Borrower shall repay all outstanding U.S. Revolving Credit
Loans on the Revolving Credit Termination Date.

     2.5 Procedure for Borrowing U.S. Revolving Credit Loans. The U.S. Borrower
may borrow under the U.S. Revolving Credit Commitments on any Business Day
during the Revolving Credit Commitment Period, provided that the U.S. Borrower
shall deliver to the General Administrative Agent and the Working Capital
Facility Agent a Borrowing Notice (which Borrowing Notice must be received by
the General Administrative Agent and the Working Capital Facility Agent prior to
1:00 p.m., New York City time, (i) three Business Days prior to the requested
Borrowing Date, in the case of Eurodollar Loans, or (ii) one Business Day prior
to the requested Borrowing Date, in the case of U.S. Base Rate Loans, provided
that if the Aggregate U.S. Revolving Extensions of Credit is equal to or greater
than U.S. $32,000,000, the Borrowing Notice, in the case of U.S. Base Rate
Loans, must be received by the General Administrative Agent and the Working
Capital Facility Agent two Business Days prior to the requested Borrowing Date).
Any U.S. Revolving Credit Loans made on the Closing Date shall initially be U.S.
Base Rate Loans. Each borrowing of U.S. Revolving Credit Loans under the U.S.
Revolving Credit Commitments shall be in an amount equal to (x) in the case of
U.S. Base Rate Loans, U.S.$1,000,000, or a whole multiple of $100,000 in excess
thereof (or, if the then Aggregate Available U.S. Revolving Credit Commitments
are less than U.S.$1,000,000, or are more than $1,000,000 but not a whole
multiple of $100,000, the amount of the then Aggregate Available U.S. Revolving
Credit Commitments) and (y) in the case of Eurodollar Loans, U.S. $1,000,000 or
a whole multiple of U.S.$100,000 in excess thereof (or, if the then Aggregate
Available U.S. Revolving Credit Commitments are less than $1,000,000 or are more
than $1,000,000 but not a whole multiple of $100,000, the amount of the then
Aggregate Available U.S. Revolving Credit Commitments); provided, that the Swing
Line Lender may request, on behalf of the U.S. Borrower, borrowings of U.S. Base
Rate Loans under the Revolving Credit Commitments in other amounts pursuant to
Section 2.7. Upon receipt of any such Borrowing Notice from the U.S. Borrower,
the General Administrative Agent, on behalf of the Working Capital Facility
Agent, shall promptly notify each U.S. Revolving Credit Lender thereof. Each
U.S. Revolving Credit Lender will make its U.S. Revolving Credit Percentage of
the amount of each borrowing of U.S. Revolving Credit Loans available to the
General Administrative Agent for the account of the U.S. Borrower at the U.S.
Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date
requested by the U.S. Borrower in funds immediately available to the General
Administrative Agent. Such borrowing will then be made available to the U.S.
Borrower by the General Administrative Agent, not later than 1:00 p.m., New York
City time, in like funds as received by the General Administrative Agent.

     2.6 Swing Line Commitment. (a) Subject to the terms and conditions hereof,
the Swing Line Lender agrees that, during the Revolving Credit Commitment
Period, it will make available to the U.S. Borrower in the form of swing line
loans ("Swing Line Loans") a portion of the credit otherwise available to the
U.S. Borrower under the U.S. Revolving Credit Commitments; provided that (i) the
aggregate principal amount of Swing Line Loans outstanding at any time shall not
exceed the Swing Line Commitment then in effect (notwithstanding that the Swing
Line Loans outstanding at any time, when aggregated with the Swing Line Lender's
other
<PAGE>
                                                                              34

outstanding U.S. Revolving Credit Loans hereunder, may exceed the Swing Line
Commitment then in effect or such Swing Line Lender's U.S. Revolving Credit
Commitment then in effect) and (ii) the U.S. Borrower shall not request, and the
Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to
the making of such Swing Line Loan, the aggregate amount of the U.S. Revolving
Extensions of Credit would exceed the aggregate amount of the U.S. Revolving
Credit Commitments. During the Revolving Credit Commitment Period, the U.S.
Borrower may use the Swing Line Commitment by borrowing, repaying and
reborrowing, all in accordance with the terms and conditions hereof. Swing Line
Loans shall be U.S. Base Rate Loans only.

     (b) The U.S. Borrower shall repay all outstanding Swing Line Loans on the
Revolving Credit Termination Date.

     2.7 Procedure for Swing Line Borrowing; Refunding of Swing Line Loans. (a)
The U.S. Borrower may borrow under the Swing Line Commitment on any Business Day
during the Revolving Credit Commitment Period. The U.S. Borrower hereby
authorizes the Swing Line Lender (without any further request or notices by the
U.S. Borrower) to make Swing Line Loans to it on any Business Day in amounts
sufficient to fund any checks drawn by the U.S. Borrower on the Swing Line
Lender or any other payments that the U.S. Borrower may direct the Swing Line
Lender to disburse on behalf of the U.S. Borrower.

     (b) If a Default or Event of Default has occurred and is continuing, the
Swing Line Lender in its sole and absolute discretion may, on behalf of the U.S.
Borrower (which hereby irrevocably directs the Swing Line Lender to act on its
behalf), on one Business Day's notice given by the Swing Line Lender no later
than 12:00 Noon, New York City time to the General Administrative Agent and the
Working Capital Facility Agent (whereupon the General Administrative Agent shall
promptly transmit such notice to each U.S. Revolving Credit Lender), request
each U.S. Revolving Credit Lender to make, and each U.S. Revolving Credit Lender
hereby agrees to make, a U.S. Revolving Credit Loan (which shall initially be a
U.S. Base Rate Loan), in an amount equal to such Lender's U.S. Revolving Credit
Percentage of the aggregate amount of the Swing Line Loans (the "Refunded Swing
Line Loans") outstanding on the date of such notice, to repay the Swing Line
Lender. Each U.S. Revolving Credit Lender shall make the amount of such U.S.
Revolving Credit Loan available to the General Administrative Agent at the U.S.
Funding Office in immediately available funds, not later than 10:00 A.M., New
York City time, one Business Day after the date of such notice. The proceeds of
such U.S. Revolving Credit Loans shall be made immediately available by the
General Administrative Agent to the Swing Line Lender for application by the
Swing Line Lender to the repayment of the Refunded Swing Line Loans.

     (c) If prior to the time a U.S. Revolving Credit Loan would have otherwise
been made pursuant to Section 2.7(b), one of the events described in Section
10(f) shall have occurred and be continuing with respect to the U.S. Borrower,
or if for any other reason, as determined by the Swing Line Lender in its sole
discretion, U.S. Revolving Credit Loans may not be made as contemplated by
Section 2.7(b), each U.S. Revolving Credit Lender shall, on the date such U.S.
Revolving Credit Loan was to have been made pursuant to the notice referred to
in Section 2.7(b) (the "Refunding Date"), purchase for cash an undivided
participating interest in the then outstanding Swing Line Loans by paying to the
Swing Line Lender an amount (the
<PAGE>
                                                                              35

     "Swing Line Participation Amount") equal to (i) such Lender's U.S.
Revolving Credit Percentage times (ii) the sum of the aggregate principal amount
of Swing Line Loans then outstanding which were to have been repaid with such
U.S. Revolving Credit Loans.

     (d) Whenever, at any time after the Swing Line Lender has received from any
U.S. Revolving Credit Lender such Lender's Swing Line Participation Amount, the
Swing Line Lender receives any payment on account of the Swing Line Loans, the
Swing Line Lender will distribute to such Lender its Swing Line Participation
Amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender's participating interest was outstanding
and funded and, in the case of principal and interest payments, to reflect such
Lender's pro rata portion of such payment if such payment is not sufficient to
pay the principal of and interest on all Swing Line Loans then due); provided,
however, that in the event that such payment received by the Swing Line Lender
is required to be returned, such U.S. Revolving Credit Lender will return to the
Swing Line Lender any portion thereof previously distributed to it by the Swing
Line Lender.

     (e) Each U.S. Revolving Credit Lender's obligation to make the Loans
referred to in Section 2.7(b) and to purchase participating interests pursuant
to Section 2.7(c) 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 U.S. Revolving
Credit Lender or the U.S. Borrower may have against the Swing Line Lender, the
U.S. Borrower or any other Person for any reason whatsoever; (ii) the occurrence
or continuance of a Default or an Event of Default or the failure to satisfy any
of the other conditions specified in Section 7; (iii) any adverse change in the
condition (financial or otherwise) of either Borrower; (iv) any breach of this
Agreement or any other Loan Document by either Borrower, any other Loan Party or
any other U.S. Revolving Credit Lender; or (v) any other circumstance, happening
or event whatsoever, whether or not similar to any of the foregoing.

     (f) The Swing Line Lender shall provide reports to the General
Administrative agent bi-weekly of borrowings under the Swing Line Commitment,
and provide such information to the General Administrative Agent between reports
as the General Administrative agent may reasonably request.

     2.8 Repayment of U.S. Facility Loans; Evidence of Debt. (a) The U.S.
Borrower hereby unconditionally promises to pay to the General Administrative
Agent for the account of the appropriate U.S. Revolving Credit Lender or Term
Loan Lender, as the case may be, (i) the then unpaid principal amount of each
U.S. Revolving Credit Loan of such U.S. Revolving Credit Lender on the Revolving
Credit Termination Date (or on such earlier date on which the Loans become due
and payable pursuant to Section 10) and (ii) the principal amount of each Term
Loan of such Term Loan Lender in installments according to the amortization
schedule set forth in Section 2.3 (or on such earlier date on which the Loans
become due and payable pursuant to Section 10). The U.S. Borrower hereby
unconditionally promises to pay to the Swing Line Lender the then unpaid
principal amount of each Swing Line Loan on the Revolving Credit Termination
Date (or on such earlier date on which the Loans become due and payable pursuant
to Section 10). The U.S. Borrower hereby further agrees to pay interest on the
unpaid principal amount of the U.S. Facility Loans from time to time outstanding
from the date
<PAGE>
                                                                              36

hereof until payment in full thereof at the rates per annum, and on the dates,
set forth in Section 5.1.

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

     (c) The General Administrative Agent, on behalf of the Working Capital
Facility Agent and on behalf of the U.S. Borrower, shall maintain the Register
pursuant to Section 12.6(d), and a subaccount therein for each Lender, in which
shall be recorded (i) the amount of each Term Loan and U.S. Revolving Credit
Loan made hereunder and any Note evidencing such Loan, the Type of such Loan 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 U.S. Borrower to
each Lender hereunder in respect of each Term Loan and U.S. Revolving Credit
Loan and (iii) both the amount of any sum received by the General Administrative
Agent hereunder from the U.S. Borrower and each Lender's share thereof.

     (d) The entries made in the Register and the accounts of each Lender
maintained pursuant to Section 2.8(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the U.S. Borrower therein recorded; provided, however, that the
failure of any Lender or the General Administrative Agent to maintain the
Register or any such account, or any error therein, shall not in any manner
affect the obligation of the U.S. Borrower to repay (with applicable interest)
the Loans made to the U.S. Borrower by such Lender in accordance with the terms
of this Agreement. If there is any conflict between the Register and the
accounts of any Lender maintained pursuant to Section 2.8(b), the Register shall
control in the absence of manifest error.

     (e) The U.S. Borrower agrees that, upon the request to the General
Administrative Agent by any Lender, the U.S. Borrower will promptly execute and
deliver to such Lender a promissory note of the Borrower evidencing any Term
Loans, U.S. Revolving Credit Loans or Swing Line Loans, as the case may be, of
such Lender, substantially in the forms of Exhibit G-1, G-2 or G-3, respectively
(a "Term Note", "U.S. Revolving Credit Note or "Swing Line Note", respectively),
with appropriate insertions as to date and principal amount; provided, that
delivery of Notes shall not be a condition precedent to the occurrence of the
Closing Date or the making of the Loans on the Closing Date.

     2.9 Facility Fees. The U.S. Borrower agrees to pay to the General
Administrative Agent for the account of each U.S. Revolving Credit Lender a
facility fee for the period from and including the Closing Date to the last day
of the Revolving Credit Commitment Period, computed at the Facility Fee Rate on
the average daily amount of the U.S. Revolving Credit Commitment of such Lender
(drawn and undrawn) during the period for which payment is made, payable
quarterly in arrears on the last day of each March, June, September and December
and on the Revolving Credit Termination Date, commencing on the first of such
dates to occur after the date hereof.
<PAGE>
                                                                              37

     2.10 Termination or Reduction of U.S. Revolving Credit Commitments. The
U.S. Borrower shall have the right, upon not less than three Business Days'
notice to the General Administrative Agent, to terminate the U.S. Revolving
Credit Commitments or, from time to time, to reduce the aggregate amount of the
U.S. Revolving Credit Commitments; provided that no such termination or
reduction of U.S. Revolving Credit Commitments shall be permitted if, after
giving effect thereto and to any prepayments of the U.S. Revolving Credit Loans
and Swing Line Loans made on the effective date thereof, (a) the Aggregate U.S.
Revolving Extensions of Credit would exceed the aggregate amount of the U.S.
Revolving Credit Commitments or (b) the aggregate amount of the Canadian
Revolving Credit Commitments would exceed the aggregate amount of the U.S.
Revolving Credit Commitments. Any such reduction shall be in an amount equal to
U.S.$1,000,000, or a whole multiple thereof, and shall reduce permanently the
U.S. Revolving Credit Commitments then in effect.

     SECTION 3. AMOUNT AND TERMS OF THE CANADIAN FACILITY COMMITMENTS

     3.1 Canadian Revolving Credit Commitment; Canadian Supplemental Revolving
Credit Commitment. (a) Subject to the terms and conditions hereof, each Canadian
Revolving Credit Lender severally agrees to make revolving credit loans (each, a
"Canadian Revolving Credit Loan") to the Canadian Borrower from time to time
during the Revolving Credit Commitment Period so long as after giving effect
thereto the Available Canadian Revolving Credit Commitment of each Canadian
Revolving Credit Lender would be greater than or equal to zero. During the
Revolving Credit Commitment Period, the Canadian Borrower may use the Canadian
Revolving Credit Commitments by borrowing, repaying the Canadian Revolving
Credit Loans in whole or in part, and reborrowing, all in accordance with the
terms and conditions hereof.

     (b) The Canadian Revolving Credit Loans may be denominated in U.S. Dollars
or Canadian Dollars, at the option of the Canadian Borrower. The Canadian
Revolving Credit Loans denominated in Canadian Dollars shall be Canadian Dollar
Prime Rate Loans, and the Canadian Revolving Credit Loans denominated in U.S.
Dollars shall be Canadian Base Rate Loans or Eurodollar Loans, at the option of
the Canadian Borrower.

     (c) Subject to the terms and conditions hereof, the Canadian Supplemental
Revolving Credit Lender agrees to make revolving credit loans ("Canadian
Supplemental Revolving Credit Loans") to the Canadian Borrower from time to time
during the Revolving Credit Commitment Period in an aggregate principal amount
at any one time outstanding not to exceed the amount of the Canadian
Supplemental Revolving Credit Commitment; provided, that the Canadian
Supplemental Revolving Credit Lender shall not make a Canadian Supplemental
Revolving Credit Loan if, after giving effect thereto, the Available Canadian
Revolving Credit Commitment of the Canadian Supplemental Revolving Credit Lender
would be less than zero. During the Revolving Credit Commitment Period the
Canadian Borrower may use the Canadian Supplemental Revolving Credit Commitment
by borrowing, prepaying the Canadian Supplemental Revolving Credit Loans in
whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof. The Canadian Supplemental Revolving Credit Loans shall be
Canadian Dollar Prime Rate Loans or Canadian Base Rate Loans, as agreed to from
time to time by the Canadian Borrower and the Canadian Supplemental Revolving
Credit Lender.
<PAGE>
                                                                              38

     (d) The Canadian Borrower shall repay all outstanding Canadian Supplemental
Revolving Credit Loans on the Revolving Credit Termination Date.

     3.2 Procedure for Borrowing Canadian Revolving Credit Loans; Procedure for
Borrowing Canadian Supplemental Revolving Credit Loans. (a) The Canadian
Borrower may borrow under the Canadian Revolving Credit Commitments during the
Revolving Credit Commitment Period on any Business Day, provided that the
Canadian Borrower shall give the Canadian Administrative Agent and the General
Administrative Agent irrevocable notice (which notice must be received by the
Canadian Administrative Agent and the General Administrative Agent prior to 2:00
P.M., Toronto time, at least one Business Day prior to the requested Borrowing
Date, in the case of a borrowing of Canadian Base Rate Loans or Canadian Dollar
Prime Rate Loans, or three Business Days prior to the requested Borrowing Date,
in the case of a borrowing of Eurodollar Loans), specifying (i) the amount and
Type of Loans to be borrowed and (ii) the requested Borrowing Date. Any Canadian
Revolving Credit Loans denominated in U.S. Dollars made on the Closing Date
shall be Canadian Base Rate Loans, and prior to the date which is 7 Business
Days (or such lesser number of days as the General Administrative Agent shall
specify to the U.S. Borrower) after the Closing Date, no such Loan may be
converted into a Eurodollar Loan having an Interest Period in excess of one
month. Each borrowing in Canadian Dollars under the Canadian Revolving Credit
Commitments shall be in an amount equal to C$300,000 or a whole multiple of
C$100,000 in excess thereof, and each borrowing in U.S. Dollars under the
Canadian Revolving Credit Commitments shall be in an amount equal to
U.S.$300,000 or a whole multiple of U.S.$100,000 in excess thereof (or, in each
case, if the then Aggregate Available Canadian Revolving Credit Commitments are
less than C$300,000 or U.S.$300,000, as the case may be, such lesser amount);
provided, that the Canadian Swing Line Lender may request, on behalf of the
Canadian Borrower, borrowings of Canadian Dollar Prime Rate Loans, in the case
of Loans denominated in Canadian Dollars, and Canadian Base Rate Loans, in the
case of Loans denominated in U.S. Dollars, under the Canadian Revolving Credit
Commitments in other amounts pursuant to Section 3.7. Upon receipt of any such
notice from the Canadian Borrower, the Canadian Administrative Agent shall
promptly notify each Canadian Revolving Credit Lender thereof. The Canadian
Administrative Agent shall provide reports to the General Administrative agent
bi-weekly of borrowings under the Canadian Revolving Credit Commitments and
Canadian Supplemental Revolving Credit Commitment, and provide such information
to the General Administrative Agent between reports as the General
Administrative agent may reasonably request. Not later than 12:00 Noon, Toronto
time, on each requested Borrowing Date each Canadian Revolving Credit Lender
shall make an amount equal to its Canadian Revolving Credit Commitment
Percentage of the principal amount of Canadian Revolving Credit Loans requested
to be made on such Borrowing Date available to the Canadian Administrative Agent
at the Canadian Funding Office in Canadian Dollars or U.S. Dollars, as the case
may be, and in immediately available funds. The Canadian Administrative Agent
shall, not later than 3:00 P.M., Toronto time on such date, make such amount
available to the Canadian Borrower in like funds as received by the Canadian
Administrative Agent.

     (b) The Canadian Borrower may borrow under the Canadian Supplemental
Revolving Credit Commitment on any Business Day during the Revolving Credit
Commitment Period at such times, in such amounts and on such other terms (other
than final maturity and interest rates, which shall be as prescribed by this
Agreement) as the Canadian Borrower and the Canadian Supplemental Revolving
Credit Lender agree upon.
<PAGE>
                                                                              39

     (c) The Canadian Borrower may, at any time and from time to time, by
written notice to the Canadian Supplemental Revolving Credit Lender, the General
Administrative Agent and the Canadian Administrative Agent, reduce the amount of
the Canadian Supplemental Revolving Credit Commitment of the Canadian
Supplemental Revolving Credit Lender and simultaneously increase the Canadian
Revolving Credit Commitment of the Canadian Supplemental Revolving Credit Lender
by the amount of such reduction.

     3.3 Repayment of Canadian Facility Loans; Evidence of Debt. (a) The
Canadian Borrower hereby unconditionally promises to pay to the Canadian
Administrative Agent for the account of each Canadian Revolving Credit Lender
the then unpaid principal amount of each Canadian Revolving Credit Loan of such
Canadian Revolving Credit Lender on the Revolving Credit Termination Date (or on
such earlier date on which the Loans become due and payable pursuant to Section
10). The Canadian Borrower hereby unconditionally promises to pay to the
Canadian Swing Line Lender the then unpaid principal amount of each Canadian
Swing Line Loan on the Revolving Credit Termination Date (or on such earlier
date on which the Loans become due and payable pursuant to Section 10). The
Canadian Borrower hereby unconditionally promises to pay to the Canadian
Supplemental Revolving Credit Lender the then unpaid principal amount of each
Canadian Supplemental Revolving Credit Loan on the Revolving Credit Termination
Date (or on such earlier date on which the Loans become due and payable pursuant
to Section 10). The Canadian Borrower hereby further agrees to pay interest on
the unpaid principal amount of the Canadian Facility Loans from time to time
outstanding until payment thereof in full at the rates per annum, and on the
dates, set forth in Section 5.1.

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

     (c) The Canadian Administrative Agent (together with the General
Administrative Agent), on behalf of the Canadian Borrower, shall maintain the
Register pursuant to Section 12.6(d), and a subaccount therein for each Canadian
Revolving Credit Lender, in which shall be recorded (i) the date and amount of
each Canadian Revolving Credit Loan made hereunder, (ii) the date and amount of
any principal or interest due and payable or to become due and payable from the
Canadian Borrower to each Canadian Revolving Credit Lender hereunder in respect
of the Canadian Revolving Credit Loans and (iii) both the date and amount of any
sum received by the Canadian Administrative Agent hereunder from the Canadian
Borrower in respect of the Canadian Revolving Credit Loans and each Canadian
Revolving Credit Lender's share thereof.

     (d) The entries made in the Register and the accounts of each Canadian
Lender maintained pursuant to Section 3.3(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Canadian Borrower therein recorded absent manifest error;
provided, however, that the failure of any Canadian Lender or the Administrative
Agents to maintain the Register or any such account, or any error therein, shall
not in any manner affect the obligation of the Canadian Borrower to repay (with
applicable interest) the Canadian Facility Loans made to the Canadian Borrower
by such
<PAGE>
                                                                              40

Canadian Lender in accordance with the terms of this Agreement. If there is any
conflict between the Register and the accounts of any Canadian Lender maintained
pursuant to Section 2.8(b), the Register shall control in the absence of
manifest error.

     (e) The Canadian Borrower agrees that, upon the request to the Canadian
Administrative Agent by any Canadian Revolving Credit Lender, it will execute
and deliver to such Canadian Revolving Credit Lender a promissory note of the
Canadian Borrower evidencing the Canadian Revolving Credit Loans of such
Canadian Revolving Credit Lender, substantially in the form of Exhibit G-5 (a
"Canadian Revolving Credit Note") with appropriate insertions as to date and
principal amount. The Canadian Borrower agrees that, upon the request to the
Canadian Administrative Agent by the Canadian Swing Line Lender, it will execute
and deliver to the Canadian Swing Line Lender a promissory note of the Canadian
Borrower evidencing the Canadian Swing Line Loans of the Canadian Swing Line
Lender, substantially in the form of Exhibit G-5 (a "Canadian Swing Line Note")
with appropriate insertions as to date and principal amount. The Canadian
Borrower agrees that, upon the request to the Canadian Administrative Agent by
the Canadian Supplemental Revolving Credit Lender, it will execute and deliver
to the Canadian Supplemental Revolving Credit Lender a promissory note of the
Canadian Borrower evidencing the Canadian Supplemental Revolving Credit Loans of
the Canadian Supplemental Revolving Credit Lender, substantially in the form of
Exhibit G-6 (a "Canadian Supplemental Revolving Credit Note") with appropriate
insertions as to date and principal amount.

     3.4 Termination or Reduction of Canadian Revolving Credit Commitments. The
Canadian Borrower shall have the right, upon not less than one Business Day's
notice to the Canadian Administrative Agent and the General Administrative
Agent, to terminate the Canadian Revolving Credit Commitments or, from time to
time, to reduce the amount of the Canadian Revolving Credit Commitments;
provided that no such termination or reduction shall be permitted if, after
giving effect thereto and to any prepayments of the Loans made on the effective
date thereof, the Available Canadian Revolving Credit Commitments would be less
than zero. Any such reduction shall be in an amount equal to U.S.$350,000 or a
whole multiple of U.S.$100,000 in excess thereof and shall reduce permanently
the Canadian Revolving Credit Commitments then in effect.

     3.5 Facility Fees. The Canadian Borrower agrees to pay to the Canadian
Administrative Agent for the account of each Canadian Revolving Credit Lender a
facility fee, payable in U.S. Dollars, for the period from and including the
Closing Date to the last day of the Revolving Credit Commitment Period, computed
at the Facility Fee Rate on the average daily amount of the Canadian Revolving
Credit Commitment of such Lender (drawn and undrawn) during the period for which
payment is made, payable quarterly in arrears on the last day of each March,
June, September and December and on the Revolving Credit Termination Date,
commencing on the first of such dates to occur after the date hereof.

     3.6 Canadian Swing Line Commitment. (a) Subject to the terms and conditions
hereof, the Canadian Swing Line Lender agrees that, during the Revolving Credit
Commitment Period, it will make available to the Canadian Borrower in the form
of swing line loans ("Canadian Swing Line Loans") a portion of the credit
otherwise available to the Canadian Borrower under the Canadian Revolving Credit
Commitments; provided that (i) the aggregate principal amount of Canadian Swing
Line Loans outstanding at any time shall not exceed the
<PAGE>
                                                                              41

Canadian Swing Line Commitment then in effect (notwithstanding that the Canadian
Swing Line Loans outstanding at any time, when aggregated with the Canadian
Swing Line Lender's other outstanding Canadian Revolving Credit Loans hereunder,
may exceed the Canadian Swing Line Commitment then in effect or such Canadian
Swing Line Lender's Canadian Revolving Credit Commitment then in effect) and
(ii) the Canadian Borrower shall not request, and the Canadian Swing Line Lender
shall not make, any Canadian Swing Line Loan unless, after giving effect to the
making of such Canadian Swing Line Loan, the Available Canadian Revolving Credit
Commitment of each Canadian Revolving Credit Lender would be equal to or greater
than zero. During the Revolving Credit Commitment Period, the Canadian Borrower
may use the Canadian Swing Line Commitment by borrowing, repaying and
reborrowing, all in accordance with the terms and conditions hereof. The
Canadian Swing Line Loans may be denominated in U.S. Dollars or Canadian
Dollars, at the option of the Canadian Borrower. The Canadian Swing Line Loans
denominated in Canadian Dollars shall be Canadian Dollar Prime Rate Loans, and
the Canadian Swing Line Loans denominated in U.S. Dollars shall be Canadian Base
Rate Loans.

     (b) The Canadian Borrower shall repay all outstanding Canadian Swing Line
Loans on the Revolving Credit Termination Date. The Canadian Borrower shall also
prepay all Canadian Swing Line Loans then outstanding simultaneously with each
borrowing of Canadian Revolving Credit Loans.

     3.7 Procedure for Canadian Swing Line Borrowing; Refunding of Canadian
Swing Line Loans. (a) The Canadian Borrower may borrow under the Canadian Swing
Line Commitment on any Business Day during the Revolving Credit Commitment
Period, provided, the Canadian Borrower shall give the Canadian Swing Line
Lender, the General Administrative Agent and the Canadian Administrative Agent
irrevocable telephonic notice confirmed promptly in writing (which telephonic
notice must be received by the Canadian Swing Line Lender, the General
Administrative Agent and the Canadian Administrative Agent not later than 1:30
P.M., Toronto time, on the proposed Borrowing Date), specifying (i) the amount
to be borrowed and (ii) the requested Borrowing Date. Each borrowing under the
Canadian Swing Line Commitment shall be in an amount equal to U.S.$100,000 or a
whole multiple of U.S.$50,000 in excess thereof, in the case of borrowings in
U.S. Dollars, or C$100,000 or a whole multiple of C$50,000 in excess thereof, in
the case of borrowings in Canadian Dollars. Upon receipt of any such notice from
the Canadian Borrower, the Canadian Swing Line Lender shall promptly notify the
Canadian Administrative Agent. Not later than 3:00 P.M., Toronto time, on the
Borrowing Date specified in the borrowing notice in respect of any Canadian
Swing Line Loan, the Canadian Swing Line Lender shall make the proceeds of such
Canadian Swing Line Loan available to the Canadian Borrower in immediately
available funds.

     (b) The Canadian Swing Line Lender, at any time and from time to time in
its sole and absolute discretion may, on behalf of the Canadian Borrower (which
hereby irrevocably directs the Canadian Swing Line Lender to act on its behalf),
on one Business Day's notice given by the Canadian Swing Line Lender no later
than 12:00 Noon, Toronto time to the Canadian Administrative Agent (which shall
promptly transmit such notice to each Canadian Revolving Credit Lender), request
each Canadian Revolving Credit Lender to make, and each Canadian Revolving
Credit Lender hereby agrees to make, a Canadian Revolving Credit Loan, in an
amount equal to such Canadian Revolving Credit Lender's Canadian Revolving
Credit Percentage of the aggregate amount of the Canadian Swing Line Loans (the
"Refunded Canadian
<PAGE>
                                                                              42

Swing Line Loans") outstanding on the date of such notice, to repay the Canadian
Swing Line Lender. Each Canadian Revolving Credit Lender shall make the amount
of such Canadian Revolving Credit Loan available to the Canadian Administrative
Agent at the Canadian Funding Office in immediately available funds, not later
than 10:00 A.M., Toronto time, one Business Day after the date of such notice.
The proceeds of such Canadian Revolving Credit Loans shall be made immediately
available by the Canadian Administrative Agent to the Canadian Swing Line Lender
for application by the Canadian Swing Line Lender to the repayment of the
Refunded Canadian Swing Line Loans.

     (c) If prior to the time a Canadian Revolving Credit Loan would have
otherwise been made pursuant to Section 3.7(b), one of the events described in
Section 10(f) shall have occurred and be continuing with respect to the Canadian
Borrower, or if for any other reason, as determined by the Canadian Swing Line
Lender in its sole discretion, Canadian Revolving Credit Loans may not be made
as contemplated by Section 3.7(b), each Canadian Revolving Credit Lender shall,
on the date such Canadian Revolving Credit Loan was to have been made pursuant
to the notice referred to in Section 3.7(b) (the "Canadian Refunding Date"),
purchase for cash an undivided participating interest in the then outstanding
Canadian Swing Line Loans by paying to the Canadian Swing Line Lender an amount
(the "Canadian Swing Line Participation Amount") equal to (i) such Canadian
Revolving Credit Lender's Canadian Revolving Credit Percentage times (ii) the
sum of the aggregate principal amount of Canadian Swing Line Loans then
outstanding which were to have been repaid with such Canadian Revolving Credit
Loans.

     (d) Whenever, at any time after the Canadian Swing Line Lender has received
from any Canadian Revolving Credit Lender such Lender's Canadian Swing Line
Participation Amount, the Canadian Swing Line Lender receives any payment on
account of the Canadian Swing Line Loans, the Canadian Swing Line Lender will
distribute to such Lender its Canadian Swing Line Participation Amount
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lender's participating interest was outstanding and
funded and, in the case of principal and interest payments, to reflect such
Lender's pro rata portion of such payment if such payment is not sufficient to
pay the principal of and interest on all Canadian Swing Line Loans then due);
provided, however, that in the event that such payment received by the Canadian
Swing Line Lender is required to be returned, such Canadian Revolving Credit
Lender will return to the Canadian Swing Line Lender any portion thereof
previously distributed to it by the Canadian Swing Line Lender.

     (e) Each Canadian Revolving Credit Lender's obligation to make the Canadian
Revolving Credit Loans referred to in Section 3.7(b) and to purchase
participating interests pursuant to Section 3.7(c) 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 Canadian Revolving Credit Lender or the Canadian Borrower may have
against the Canadian Swing Line Lender, the Canadian Borrower or any other
Person for any reason whatsoever; (ii) the occurrence or continuance of a
Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Section 7; (iii) any adverse change in the condition
(financial or otherwise) of either Borrower; (iv) any breach of this Agreement
or any other Loan Document by the Canadian Borrower, any other Loan Party or any
<PAGE>
                                                                              43

other Lender; or (v) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.

                          Section 4. LETTERS OF CREDIT

     4.1 L/C Commitments. (a) Prior to the Closing Date, the Existing Issuing
Lender has issued the Existing Letters of Credit which, from and after the
Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms
and conditions hereof, each U.S. Issuing Lender, in reliance on the agreements
of the other U.S. Revolving Credit Lenders set forth in Section 4.4(a), agrees
to issue letters of credit (the letters of credit issued on and after the
Closing Date pursuant to this Section 4.1(a), together with the Existing Letters
of Credit, collectively, the "U.S. Letters of Credit") for the account of the
U.S. Borrower on any Business Day during the Revolving Credit Commitment Period
in such form as may be approved from time to time by such Issuing Lender;
provided, that no Issuing Lender shall have any obligation to issue any U.S.
Letter of Credit if, after giving effect to such issuance, (i) the U.S. L/C
Obligations would exceed the U.S. L/C Commitment or (ii) the aggregate amount of
the Available U.S. Revolving Credit Commitments would be less than zero. Each
U.S. Letter of Credit shall (i) be denominated in U.S. Dollars and (ii) expire
no later than the earlier of (x) the first anniversary of its date of issuance
and (y) the date which is five Business Days prior to the Revolving Credit
Termination Date, provided that any U.S. Letter of Credit with a one-year term
may provide for the renewal thereof for additional one-year periods (which shall
in no event extend beyond the date referred to in clause (y) above).
Notwithstanding the foregoing, (i) if any amount of the Canadian Borrower's
9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003 and (ii)
if on or after such date the U.S. Borrower requests the U.S. Issuing Lender to
issue a U.S. Letter of Credit having an expiry date after the date which is five
Business Days before December 31, 2004, the U.S. Issuing Lender may, in its sole
discretion, issue such requested U.S. Letter of Credit; provided, that (A)
unless no amount of the Canadian Borrower's 9-3/8% Senior Notes due 2005 remains
outstanding on December 31, 2004 (and, accordingly, the Revolving Credit
Termination Date will not occur on December 31, 2004), the obligations of the
L/C Participants to make payments to the U.S. Issuing Lender in respect of such
U.S. Letter of Credit shall permanently terminate on December 31, 2004 and (B)
the U.S. Issuing Lender, upon its request to the U.S. Borrower, shall have
entered into an agreement with the U.S. Borrower requiring the U.S. Borrower to
provide cash collateral to the U.S. Issuing Lender in respect of such U.S.
Letter of Credit pursuant to such terms and conditions as the U.S. Borrower and
the U.S. Issuing Lender shall agree upon (it being agreed that any failure by
the U.S. Borrower to provide any such cash collateral or to comply with the
terms of any agreement between the U.S. Borrower and the U.S. Issuing Lender
relating to such cash collateral shall not prevent the termination of the
obligations of the L/C Participants in respect of such U.S. Letter of Credit as
described above).

     (b) Subject to the terms and conditions hereof, each Canadian Issuing
Lender, in reliance on the agreements of the other Canadian Revolving Credit
Lenders set forth in Section 4.4(a), agrees to issue letters of credit
("Canadian Letters of Credit"; the Canadian Letters of Credit together with the
U.S. Letters of Credit, the "Letters of Credit") for the account of the Canadian
Borrower on any Business Day during the Revolving Credit Commitment Period in
such form as may be approved from time to time by such Issuing Lender; provided,
that no Issuing Lender shall have any obligation to issue any Canadian Letter of
Credit if, after giving
<PAGE>
                                                                              44

effect to such issuance, (i) the Canadian L/C Obligations would exceed the
Canadian L/C Commitment or (ii) the amount of the Available Canadian Revolving
Credit Commitment of any Canadian Lender would be less than zero. Each Canadian
Letter of Credit shall (i) be denominated in U.S. Dollars or Canadian Dollars
and (ii) expire no later than the earlier of (x) the first anniversary of its
date of issuance and (y) the date which is five Business Days prior to the
Revolving Credit Termination Date, provided that any Canadian Letter of Credit
with a one-year term may provide for the renewal thereof for additional one-year
periods (which shall in no event extend beyond the date referred to in clause
(y) above). Notwithstanding the foregoing, (i) if any amount of the Canadian
Borrower's 9-3/8% Senior Notes due 2005 remains outstanding on December 15, 2003
and (ii) if on or after such date the Canadian Borrower requests the Canadian
Issuing Lender to issue a Canadian Letter of Credit having an expiry date after
the date which is five Business Days before December 31, 2004, the Canadian
Issuing Lender may, in its sole discretion, issue such requested Canadian Letter
of Credit; provided, that (A) unless no amount of the Canadian Borrower's 9-3/8%
Senior Notes due 2005 remains outstanding on December 31, 2004 (and,
accordingly, the Revolving Credit Termination Date will not occur on December
31, 2004), the obligations of the L/C Participants to make payments to the
Canadian Issuing Lender in respect of such Canadian Letter of Credit shall
permanently terminate on December 31, 2004 and (B) the Canadian Issuing Lender,
upon its request to the Canadian Borrower, shall have entered into an agreement
with the Canadian Borrower requiring the Canadian Borrower to provide cash
collateral to the Canadian Issuing Lender in respect of such Canadian Letter of
Credit pursuant to such terms and conditions as the Canadian Borrower and the
Canadian Issuing Lender shall agree upon (it being agreed that any failure by
the Canadian Borrower to provide any such cash collateral or to comply with the
terms of any agreement between the Canadian Borrower and the Canadian Issuing
Lender relating to such cash collateral shall not prevent the termination of the
obligations of the L/C Participants in respect of such Canadian Letter of Credit
as described above).

     (c) No Issuing Lender shall issue any Letter of Credit under this Agreement
having an expiration date after December 20, 2004, unless the 9-3/8% Senior
Notes due 2005 have been refinanced prior to the date of such issuance.

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

     4.2 Procedure for Issuance of Letters of Credit. The U.S. Borrower or the
Canadian Borrower may from time to time request that a U.S. Issuing Lender or a
Canadian Issuing Lender, as the case may be, issue a Letter of Credit by
delivering to such Issuing Lender at its address for notices specified herein an
Application therefor, completed to the satisfaction of such Issuing Lender, and
such other certificates, documents and other papers and information as such
Issuing Lender may request. Upon receipt of any Application, an Issuing Lender
will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby by issuing the original of such Letter of Credit to the beneficiary
thereof or as otherwise may be agreed to by such Issuing Lender and the relevant
Borrower (but in no event shall any Issuing Lender be required to issue any
Letter of
<PAGE>
                                                                              45

Credit earlier than three Business Days after its receipt of the Application
therefor and all such other certificates, documents and other papers and
information relating thereto). Promptly after issuance by an Issuing Lender of a
Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of
Credit to the relevant Borrower. Each Issuing Lender shall promptly furnish to
the General Administrative Agent and the Working Capital Facility Agent (and, in
the case of a Canadian Letter of Credit, to the Canadian Administrative Agent),
notice of the issuance of each Letter of Credit issued by it (including the
amount thereof) and such Administrative Agent shall promptly upon receipt of
such notice notify each U.S. Revolving Credit Lender or Canadian Revolving
Credit Lender, as applicable.

     4.3 Fees and Other Charges. (a) Each Borrower will pay a fee on the
aggregate drawable amount of all outstanding Letters of Credit issued for such
Borrower's account at a per annum rate equal to the Applicable Margin then in
effect with respect to Eurodollar Loans under the U.S. Revolving Credit
Facility, shared ratably among the U.S. Revolving Credit Lenders or the Canadian
Revolving Credit Lenders, as the case may be, in accordance with their
respective U.S. Revolving Credit Percentages or Canadian Revolving Credit
Percentages, as the case may be, and payable quarterly in arrears on each L/C
Fee Payment Date after the issuance date. In addition, each Borrower shall pay
to the relevant Issuing Lender for its own account a fronting fee on the
aggregate drawable amount of each outstanding Letter of Credit issued by such
Issuing Lender for the account of such Borrower of 1/8 of 1% per annum, payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date of
such Letter of Credit.

     (b) In addition to the foregoing fees, each Borrower shall pay or reimburse
each Issuing Lender for such normal and customary costs and expenses as are
incurred or charged by the Issuing Lender in issuing, negotiating, effecting
payment under, amending or otherwise administering any Letter of Credit issued
for such Borrower's account.

     (c) Fees payable in respect of any Letter of Credit shall be payable in the
currency in which such Letter of Credit is denominated.

     4.4 L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant
and hereby grants to each L/C Participant, and, to induce each Issuing Lender to
issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to
accept and purchase and hereby accepts and purchases from each Issuing Lender,
on the terms and conditions hereinafter stated, for such L/C Participant's own
account and risk an undivided interest equal to (i) in the case of each U.S. L/C
Participant, such U.S. L/C Participant's U.S. Revolving Credit Percentage in
each Issuing Lender's obligations and rights under each U.S. Letter of Credit
issued by such Issuing Lender hereunder and the amount of each draft paid by
such Issuing Lender thereunder and (ii) in the case of each Canadian L/C
Participant, such Canadian L/C Participant's Canadian Revolving Credit
Percentage in each Issuing Lender's obligations and rights under each Canadian
Letter of Credit issued by such Issuing Lender hereunder and the amount of each
draft paid by such Issuing Lender thereunder. Each L/C Participant
unconditionally and irrevocably agrees with each Issuing Lender that, if a draft
is paid under any Letter of Credit in which such L/C Participant has a
participating interest for which the relevant Issuing Lender is not reimbursed
in full by the relevant Borrower in accordance with the terms of this Agreement,
such L/C Participant shall pay to such Issuing Lender upon demand at such
Issuing Lender's address for notices specified herein an amount equal to such
L/C Participant's U.S. Revolving Credit

<PAGE>
                                                                              46

Percentage (in the case of U.S. Letters of Credit) or Canadian Revolving Credit
Percentage (in the case of Canadian Letters of Credit) of the amount of such
draft, or any part thereof, that is not so reimbursed.

     (b) If any amount required to be paid by any L/C Participant to an Issuing
Lender pursuant to Section 4.4(a) in respect of any unreimbursed portion of any
payment made by such Issuing Lender under any Letter of Credit is paid to such
Issuing Lender within three Business Days after the date such payment is due,
such L/C Participant shall pay to such Issuing Lender on demand an amount equal
to the product of (i) such amount, times (ii) the daily average Federal Funds
Effective Rate (in the case of amounts owing in U.S. Dollars) or the rate
determined by the Canadian Issuing Bank to be its cost of funding the overdue
amount (in the case of amounts owing in Canadian Dollars) during the period from
and including the date such payment is required to the date on which such
payment is immediately available to such Issuing Lender, times (iii) a fraction
the numerator of which is the number of days that elapse during such period and
the denominator of which is 360. If any such amount required to be paid by any
L/C Participant pursuant to Section 4.4(a) is not made available to such Issuing
Lender by such L/C Participant within three Business Days after the date such
payment is due, such Issuing Lender shall be entitled to recover from such L/C
Participant, on demand, such amount with interest thereon calculated from such
due date at the rate per annum applicable to U.S. Base Rate Loans under the U.S.
Revolving Credit Facility (in the case of amounts owing in U.S. Dollars) or
Canadian Base Rate Loans under the Canadian Revolving Credit Facility (in the
case of amounts owing in Canadian Dollars). A certificate of such Issuing Lender
submitted to any L/C Participant with respect to any such amounts owing under
this Section shall be conclusive in the absence of manifest error.

     (c) Whenever, at any time after an Issuing Lender has made payment under
any Letter of Credit and has received from any L/C Participant its pro rata
share of such payment in accordance with Section 4.4(a), such Issuing Lender
receives any payment related to such Letter of Credit (whether directly from the
relevant Borrower or otherwise, including proceeds of collateral applied thereto
by such Issuing Lender), or any payment of interest on account thereof, such
Issuing Lender will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received by
such Issuing Lender shall be required to be returned by such Issuing Lender,
such L/C Participant shall return to such Issuing Lender the portion thereof
previously distributed by such Issuing Lender to it.

     4.5 Reimbursement Obligation of the Borrowers. Each Borrower agrees to
reimburse each relevant Issuing Lender on each date on which such Issuing Lender
notifies such Borrower of the date and amount of a draft presented under any
Letter of Credit issued for the account of such Borrower and paid by such
Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees,
charges or other costs or expenses incurred by such Issuing Lender in connection
with such payment (the amounts described in the foregoing clauses (a) and (b) in
respect of any drawing, collectively, the "Payment Amount"). Each such payment
shall be made to such Issuing Lender at its address for notices specified herein
in the currency in which such amount is owing and in immediately available
funds. Interest shall be payable on each Payment Amount from the date of the
applicable drawing until payment in full at the rate set forth in (i) until the
second Business Day following the date of the applicable drawing, Section 5.1(b)
(in the case of amounts outstanding in U.S. Dollars) and in Section 5.1(c) (in
the case of amounts
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                                                                              47

outstanding in Canadian Dollars) and (ii) thereafter, Section 5.1(e). Each
drawing under any Letter of Credit shall (unless an event of the type described
in clause (i) or (ii) of Section 10(f) shall have occurred and be continuing
with respect to the relevant Borrower, in which case the procedures specified in
Section 4.4 for funding by L/C Participants shall apply) constitute a request by
the relevant Borrower to the relevant Administrative Agent for (x) in the case
of a drawing in U.S. Dollars, a borrowing pursuant to Section 2.5 of U.S. Base
Rate Loans (or, at the option of the General Administrative Agent and the Swing
Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of
Swing Line Loans) in the amount of such drawing or (y), in the case of a drawing
in Canadian Dollars, a borrowing pursuant to Section 3.1 of Canadian Dollar
Prime Rate Loans in the amount of such drawing (or, at the option of the
Canadian Administrative Agent and the Canadian Swing Line Lender in their sole
discretion, a borrowing pursuant to Section 3.7 of Canadian Swing Line Loans).
The Borrowing Date with respect to such borrowing shall be the first date on
which a borrowing of U.S. Revolving Credit Loans, Canadian Revolving Credit
Loans or Swing Line Loans or Canadian Swing Line Loans, as the case may be,
could be made, pursuant to Section 2.5, 3.2, 2.7 or 3.7, as the case may be, if
the relevant Administrative Agent had received a notice of such borrowing at the
time such Administrative Agent receives notice from the relevant Issuing Lender
of such drawing under such Letter of Credit.

     4.6 Obligations Absolute. Each Borrower's obligations under this Section 4
shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment that such
Borrower may have or have had against any Issuing Lender, any beneficiary of a
Letter of Credit or any other Person. Each Borrower also agrees with each
Issuing Lender that such Issuing Lender shall not be responsible for, and such
Borrower's Reimbursement Obligations under Section 4.5 shall not be affected by,
among other things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among such Borrower and
any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of such Borrower against
any beneficiary of such Letter of Credit or any such transferee. No Issuing
Lender shall be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions resulting from the gross negligence or willful misconduct of such
Issuing Lender. Each Borrower agrees that any action taken or omitted by an
Issuing Lender under or in connection with any Letter of Credit issued by it or
the related drafts or documents, if done in the absence of gross negligence or
willful misconduct and in accordance with the standards of care specified in the
Uniform Commercial Code of the State of New York, shall be binding on such
Borrower and shall not result in any liability of such Issuing Lender to such
Borrower.

     4.7 Letter of Credit Payments. If any draft shall be presented for payment
under any Letter of Credit, the relevant Issuing Lender shall promptly notify
the relevant Borrower of the date and amount thereof. The responsibility of the
relevant Issuing Lender to the relevant Borrower in connection with any draft
presented for payment under any Letter of Credit shall, in addition to any
payment obligation expressly provided for in such Letter of Credit issued by
such Issuing Lender, be limited to determining that the documents (including
each draft) delivered under such Letter of Credit in connection with such
presentment appear on their face to be in conformity with such Letter of Credit.
<PAGE>
                                                                              48

     4.8 Applications. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 4, the provisions of this Section 4 shall apply.

     SECTION 5. GENERAL PROVISIONS APPLICABLE TO THE FACILITIES

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

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

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

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

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

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

     5.2 Conversion and Continuation Options With Respect to Loans. (a) The U.S.
Borrower may elect from time to time to convert outstanding Eurodollar Loans
made to it under any Facility to U.S. Base Rate Loans under such Facility by
giving the General Administrative Agent at least one Business Day's prior
irrevocable notice of such election, provided that any such conversion of
Eurodollar Loans made on a day other than the last day of an Interest Period
with respect thereto shall be accompanied by payments of amounts specified in
Section 5.12. The U.S. Borrower may elect from time to time to convert
outstanding U.S. Base Rate Loans made to it under any Facility (other than Swing
Line Loans) (in whole or in part) to Eurodollar Loans under such Facility by
giving the General Administrative Agent at least three Business Days' prior
irrevocable notice of such election. Any such notice of conversion to Eurodollar
Loans shall specify the length of the initial Interest Period or Interest
Periods therefor. Upon receipt of any such notice the General Administrative
Agent shall promptly notify each applicable U.S. Lender thereof. All or any part
of outstanding Eurodollar Loans and U.S. Base Rate Loans owing by the U.S.
Borrower under such Facility may be converted as provided herein, provided that
(i) no U.S. Base Rate Loan under any Facility may be converted into a Eurodollar
Loan when any Default or Event of Default has occurred and is continuing and the
General Administrative Agent or the Majority Facility Lenders with respect to
such Facility have determined that such conversion is not appropriate, (ii) any
such conversion may only be made if, after giving effect thereto, Section 5.3
shall not have been violated, (iii) no U.S. Base Rate Loan may be converted into
a



<PAGE>
                                                                              49

Eurodollar Loan when any Default or Event of Default has occurred and is
continuing and the General Administrative Agent or the Majority Facility
Lenders with respect to such Facility have determined that such conversion is
not appropriate, (ii) any such conversion may only be made if, after giving
effect thereto, Section 5.3 shall not have been violated, (iii) no U.S. Base
Rate Loan may be converted into a Eurodollar Loan after the date that is one
month prior to the Revolving Credit Termination Date (in the case of U.S.
Revolving Credit Loans) or the scheduled maturity date therefor (in the case of
Term Loans) and (iv) Swing Line Loans may not be converted to Eurodollar Loans.

     (b) The Canadian Borrower may elect from time to time to convert
outstanding Eurodollar Loans made to it under any Facility to Canadian Base Rate
Loans under such Facility by giving the Canadian Administrative Agent at least
three Business Days' prior irrevocable notice of such election, provided that
any such conversion of Eurodollar Loans made on a day other than the last day of
an Interest Period with respect thereto shall be accompanied by payment of
amounts specified in Section 5.12. The Canadian Borrower may elect from time to
time to convert outstanding Canadian Base Rate Loans made to it under any
Facility (other than Canadian Swing Line Loans and Canadian Supplemental
Revolving Credit Loans) to Eurodollar Loans under such Facility by giving the
Canadian Administrative Agent at least three Business Days' prior irrevocable
notice of such election. Any such notice of conversion to Eurodollar Loans shall
specify the length of the initial Interest Period or Interest Periods therefor.
Upon receipt of any such notice the Canadian Administrative Agent shall promptly
notify each affected Canadian Lender thereof. All or any part of outstanding
Eurodollar Loans and Canadian Base Rate Loans owing by the Canadian Borrower
under such Facility may be converted as provided herein, provided that (i) no
Canadian Base Rate Loan under any Facility may be converted into a Eurodollar
Loan when any Default or Event of Default has occurred and is continuing and the
Canadian Administrative Agent or the Majority Facility Lenders with respect to
any Facility have determined that such conversion is not appropriate, (ii) any
such conversion may only be made if, after giving effect thereto, Section 5.3
shall not have been violated, (iii) no Canadian Base Rate Loan may be converted
into a Eurodollar Loan after the date that is one month prior to the Revolving
Credit Termination Date, and (iv) Canadian Swing Line Loans and Canadian
Supplemental Revolving Credit Loans may not be converted to Eurodollar Loans.

     (c) Any Eurodollar Loans under any Facility may be continued as such upon
the expiration of the then current Interest Period with respect thereto by the
relevant Borrower giving notice to the General Administrative Agent or the
Canadian Administrative Agent, as the case may be, of the length of the next
Interest Period to be applicable to such Loans determined in accordance with the
applicable provisions of the term "Interest Period" set forth in Section 1.1,
provided that no Eurodollar Loan under any Facility may be continued as such (i)
when any Default or Event of Default has occurred and is continuing and the
General Administrative Agent (or, in the case of Canadian Facility Loans, the
Canadian Administrative Agent) or the Majority Facility Lenders under such
Facility have determined that such continuation is not appropriate, (ii) if,
after giving effect thereto, Section 5.3 would be contravened or (iii) after the
date that is one month prior to the Revolving Credit Termination Date or
applicable final maturity date, as the case may be, and provided, further, that
if the relevant Borrower shall fail to give such notice or if such continuation
is not permitted pursuant to the preceding proviso such Eurodollar Loans shall
be automatically converted to U.S. Base



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                                                                              50

Rate Loans or Canadian Base Rate Loans, as applicable, on the last day of such
then expiring Interest Period.

     5.3 Minimum Amounts of Tranches. All borrowings, conversions and
continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, (i) the aggregate principal amount of the
Eurodollar Loans comprising each Eurodollar Tranche shall be equal to
U.S.$1,000,000 or a whole multiple of U.S. $100,000 in excess thereof, and (ii)
there shall not be more than seven Eurodollar Tranches at any one time
outstanding.

     5.4 Optional Prepayments. (a) The U.S. Borrower may at any time and from
time to time prepay U.S. Facility Loans, in whole or in part without premium or
penalty upon at least three Business Days' irrevocable notice to the General
Administrative Agent (in the case of Eurodollar Loans) and at least one Business
Day's irrevocable notice to the General Administrative Agent (in the case of
U.S. Base Rate Loans other than Swing Line Loans) specifying the date and amount
of prepayment, the Facility to which such prepayment applies and the type of
Loans being prepaid under each such Facility. Upon the receipt of any such
notice the General Administrative Agent shall promptly notify each affected U.S.
Lender thereof. If any such notice is given, the amount specified in such notice
shall be due and payable on the date specified therein. Partial prepayments of
the U.S. Facility Loans (other than Swing Line Loans) shall be in an aggregate
principal amount of U.S.$250,000 or a whole multiple of U.S.$100,000 in excess
thereof (or in such lower amount as may be then outstanding). Prepayments of
Term Loans made pursuant to this Section 5.4(a) shall be applied as specified in
Sections 5.5(f).

     (b) The Canadian Borrower may at any time and from time to time prepay,
without premium or penalty, the Canadian Facility Loans, in whole or in part,
upon at least three Business Days' irrevocable notice to the Canadian
Administrative Agent (in the case of Eurodollar Loans) and at least one Business
Day's irrevocable notice to the Canadian Administrative Agent (in the case of
Canadian Base Rate Loans or Canadian Dollar Prime Rate Loans other than Canadian
Supplemental Revolving Credit Loans and Canadian Swing Line Loans) specifying
the date and amount of prepayment, the Facility to which such prepayment applies
and the type of Loans being prepaid under each such Facility. Upon the receipt
of any such notice, the Canadian Administrative Agent shall promptly notify each
affected Canadian Lender thereof. If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified therein.
Partial prepayments of Canadian Facility Loans (other than Canadian Swing Line
Loans and Canadian Supplemental Revolving Credit Loans) shall be in an aggregate
principal amount of C$300,000 or a whole multiple of C$100,000 in excess thereof
(in the case of Canadian Facility Loans denominated in Canadian Dollars),
U.S.$250,000 or a whole multiple of US$100,000 in excess thereof (in the case of
Canadian Facility Loans denominated in U.S. Dollars (or in such lower amount as
may be then outstanding for either denomination).

     (c) Each prepayment of Eurodollar Loans pursuant to this Section 5.4 shall
be accompanied by accrued and unpaid interest on the amount prepaid to the date
of prepayment and any amounts payable under Section 5.12 in connection with such
prepayment.



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                                                                              51

     5.5 Mandatory Prepayments; Application of Prepayments. (a) Unless the
Required Prepayment Lenders shall otherwise agree, if the Canadian Borrower
receives Net Cash Proceeds from any Capital Stock Sale, an amount equal to 50%
of such Net Cash Proceeds shall be applied within three Business Days after the
date of receipt thereof toward the prepayment of the Loans as set forth in
Section 5.5(e).

     (b) Unless the Required Prepayment Lenders shall otherwise agree, if after
the Closing Date any Indebtedness shall be issued or incurred by the Canadian
Borrower or any of its Restricted Subsidiaries (excluding any Indebtedness
incurred in accordance with Section 9.2), an amount equal to 100% of the Net
Cash Proceeds thereof shall be applied within five Business Days after the date
of such issuance or incurrence toward the prepayment of the Loans as set forth
in Section 5.5(e). The provisions of this Section do not constitute a consent to
the incurrence of Indebtedness not otherwise permitted by Section 9.2.

     (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for
any fiscal year of the Canadian Borrower commencing with the 2002 fiscal year,
the Canadian Borrower shall have Excess Cash Flow, the U.S. Borrower shall, on
the relevant Excess Cash Flow Application Date, apply an amount equal to the ECF
Percentage of such Excess Cash Flow toward the prepayment of the Loans as set
forth in Section 5.5(e); provided, however, that the amount of any required
prepayment pursuant to this paragraph in respect of Excess Cash Flow for any
fiscal year shall be reduced by the aggregate amount of (i) any voluntary
prepayments of the Term Loans made during such fiscal year, (ii) any mandatory
prepayments made from Net Cash Proceeds of Asset Sales, Purchase Price Refunds
and Recovery Events pursuant to Section 5.5(d), but only to the extent such Net
Cash Proceeds constituted Consolidated Net Income, and (iii) all voluntary
prepayments of U.S. and Canadian Revolving Credit Loans accompanied by permanent
reductions in equal amounts in the U.S. Revolving Credit Commitments or the
Canadian Revolving Credit Commitments, as the case may be, made during such
fiscal year. Each such prepayment from Excess Cash Flow shall be made on a date
(an "Excess Cash Flow Application Date") no later than five days after the
earlier of (i) the date on which the financial statements of the Canadian
Borrower referred to in Section 8.1(a), for the fiscal year with respect to
which such prepayment is made, are required to be delivered to the Lenders and
(ii) the date such financial statements are actually delivered.

     (d) Unless the Required Prepayment Lenders shall otherwise agree, if on any
date the Canadian Borrower or any of its Restricted Subsidiaries shall receive
Net Cash Proceeds from any Asset Sale, Purchase Price Refund or Recovery Event
then, unless a Reinvestment Notice shall be delivered in respect thereof, on the
date of receipt by the Canadian Borrower of such Net Cash Proceeds, the Loans
shall be prepaid by an amount equal to the amount of such Net Cash Proceeds, as
set forth in Section 5.5(e); provided, that, notwithstanding the foregoing, (i)
the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the
foregoing requirement pursuant to a Reinvestment Notice shall not exceed
$25,000,000 in any fiscal year of the Canadian Borrower, (ii) on each
Reinvestment Prepayment Date the Loans shall be prepaid by an amount equal to
the Reinvestment Prepayment Amount with respect to the relevant Reinvestment
Event, as set forth in Section 5.5(e) and (iii) the Net Cash Proceeds from the
sale of any Collateral (other than the sale of inventory in the ordinary course
of business) cannot be reinvested and shall be applied to prepay the Loans as
set forth in Section 5.5(e). The provisions

                                       51

<PAGE>
                                                                              52

of this Section do not constitute a consent to the consummation of any
Disposition not permitted by Section 9.5.

     (e) Amounts to be applied in connection with prepayments made pursuant to
Section 5.5(a), 5.5(b), 5.5(c) and 5.5(d) shall be applied, first, to the
prepayment of the Purchase Money Term Loans, second, to the prepayment of the
Working Capital Term Loans, third, to the prepayment of U.S. Revolving Credit
Loans (without any mandatory reduction of the U.S. Revolving Credit Commitments
unless required by the Indentures) and fourth, to the prepayment of Loans under
the Canadian Supplemental Revolving Credit Facility (without any mandatory
reduction of the commitments relating thereto).. The application of any such
prepayment of Loans under any Facility shall be made first to U.S. Base Rate
Loans under such facility and second to Eurodollar Loans under such Facility.
Each such prepayment of Loans shall be accompanied by accrued interest to the
date of such prepayment on the amount prepaid.

     (f) Amounts to be applied in connection with prepayments of Term Loans made
pursuant to Section 5.4(a) shall be applied, first, to the prepayment of the
Purchase Money Term Loans and, second, to the prepayment of the Working Capital
Term Loans. The application of any such prepayment of Loans under any Facility
shall be made first to U.S. Base Rate Loans under such Facility and second to
Eurodollar Loans under such Facility. Each such prepayment of the Loans shall be
accompanied by accrued interest to the date of such prepayment on the amount
prepaid.

     (g) The amount of each prepayment of the Term Loans made pursuant to
Section 5.4 or Section 5.5 shall be applied, first, to the prepayment of the
next installment due under the relevant Facility, and, second, to the prepayment
of the then remaining installments of the Term Loans under the relevant
Facility, pro rata based upon the then remaining outstanding principal amount of
such installments.

     (h) (i) Notwithstanding anything to the contrary in Sections 5.5 or 5.9,
each Term Loan Lender may, at its option, decline up to 50% of the portion of
any mandatory payment applicable to the Term Loans of such Lender (other than
any prepayment in an amount sufficient to repay in full all outstanding Term
Loans); accordingly, with respect to the amount of any mandatory prepayment
described in Section 5.5(a), (b), (c) or (d) that is allocated to Term Loans
(such amount, the "Mandatory Prepayment Amount"), the U.S. Borrower will, on the
date specified in Section 5.5(a), (b), (c) or (d), as the case may be, for such
prepayment, (A) give the General Administrative Agent telephonic notice
(promptly confirmed in writing) requesting that the General Administrative Agent
prepare and provide to each Term Loan Lender a Prepayment Option Notice as
described below and (B) deposit with the General Administrative Agent the
Mandatory Prepayment Amount.

          (ii) As promptly as practicable after receiving such notice from the
     U.S. Borrower, the General Administrative Agent will send to each Term Loan
     Lender a Prepayment Option Notice, which shall include an offer by the U.S.
     Borrower to prepay on the Prepayment Date the Term Loans of such Lender by
     an amount equal to the portion of the Mandatory Prepayment Amount indicated
     in such Lender's Prepayment Option Notice as being applicable to such
     Lender's Term Loans. The "Prepayment Date" in respect of any Prepayment
     Option



<PAGE>


                                                                              53


     Notice shall be the date which is five Business Days after the date of such
     Prepayment Option Notice.

          (iii) On the Prepayment Date, the General Administrative Agent shall
     (A) apply the Mandatory Prepayment Amount toward prepayment of the
     outstanding Term Loans in respect of which Lenders have accepted mandatory
     prepayment as described above and (B) deliver the remaining portion of the
     Mandatory Prepayment Amount not accepted by the Term Loan Lenders to the
     U.S. Borrower.

     5.6 Certain Fees. (a) The U.S. Borrower shall pay (without duplication of
any other fee payable under this Section 5.6) to the Arranger, for its own
account, all fees separately agreed to by the U.S. Borrower and the Arranger in
writing.

     (b) The Canadian Borrower shall (without duplication of any other fee
payable under this Section 5.6) pay to the Canadian Administrative Agent all
fees separately agreed to by the Canadian Borrower and the Canadian
Administrative Agent in writing.

     (c) The U.S. Borrower shall (without duplication of any other fee payable
under this Section 5.6) pay to the General Administrative Agent all fees
separately agreed to by the U.S. Borrower and the General Administrative Agent
in writing.

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


<PAGE>


                                                                              54


Agreement are nominal rates and all interest payments and computations are to be
made without allowance or deduction for deemed reinvestment of interest.

     (b) Each determination of an interest rate by the General Administrative
Agent or the Canadian Administrative Agent, as the case may be, pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrowers and
the Lenders in the absence of manifest error. Each Administrative Agent shall,
at the request of a Borrower, deliver to such Borrower a statement showing in
reasonable detail the calculations used by such Administrative Agent in
determining any interest rate pursuant to Section 5.1(a) and any facility fee
pursuant to Section 2.9 or 3.5.

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

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

     (b) the General Administrative Agent has received notice from the Majority
Facility Lenders that the Eurodollar Rate determined or to be determined for
such Interest Period will not adequately and fairly reflect the cost to such
Lenders of making or maintaining their Eurodollar Loans during such Interest
Period,

the General Administrative Agent shall give telecopy or telephonic notice
thereof to the Borrower and the relevant Lenders as soon as practicable
thereafter. If such notice is given (x) any Eurodollar Loans under the relevant
Facility requested to be made on the first day of such Interest Period shall be
made as U.S. Base Rate Loans or Canadian Base Rate Loans, as the case may be,
(y) any Loans under the relevant Facility that were to have been converted on
the first day of such Interest Period to Eurodollar Loans shall be continued as
U.S. Base Rate Loans or Canadian Base Rate Loans, as the case may be, and (z)
any outstanding Eurodollar Loans under the relevant Facility shall be converted,
on the first day of such Interest Period, to U.S. Base Rate Loans or Canadian
Base Rate Loans, as the case may be. Until such time as the Eurodollar Rate can
be determined by the General Administrative Agent in the manner specified in the
definitions of such terms in Section 1.1, no further Eurodollar Loans under the
affected Facility shall be continued as such at the end of the then current
Interest Periods or shall be made, nor shall the relevant Borrower have the
right to convert outstanding Loans under such Facility into Eurodollar Loans.
The relevant Administrative Agent shall withdraw (i) any such notice pursuant to
clause (a) above if the relevant Administrative Agent determines that the
relevant circumstances have ceased to exist and (ii) any such notice pursuant to
clause (b) above upon receipt of notice from the Majority Facility Lenders in
respect of the relevant Facility that the relevant circumstances described in
such clause (b) have ceased to exist.

     5.9 Pro Rata Treatment and Payments. (a) (i) Each borrowing from the
Lenders under any Facility shall be made pro rata according to the respective
Commitment Percentages of the Lenders in respect of such Facility in effect on
the date of such borrowing. Each payment on account of any facility fee or
letter of credit fee relating to any Facility shall be allocated by the relevant
Administrative Agent among the Lenders pro rata according to the respective
Commitment Percentages of the Lenders in respect of such Facility. Any reduction
of the Commitments under any Facility shall be

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                                                                           55

allocated among the Lenders pro rata according to the Commitment Percentages of
the Lenders in respect of such Facility. Each payment (other than any optional
prepayment) by a Borrower on account of principal of the Loans shall be
allocated by the relevant Administrative Agent pro rata according to the
respective principal amounts thereof then due and owing to each Lender. Each
payment by a Borrower on account of interest on the Loans shall be allocated by
the relevant Administrative Agent pro rata according to the respective amounts
of interest then due and owing to each Lender. Each optional prepayment on
account of principal of or interest on the Loans under any Facility shall be
allocated by the relevant Administrative Agent pro rata according to the
respective principal amounts of Loans outstanding under such Facility.

     (ii) All payments (including prepayments) to be made by the U.S. Borrower
hereunder (other than payments on account of Swing Line Loans), whether on
account of principal, interest, fees or otherwise, shall be made without set-off
or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the
due date thereof to the General Administrative Agent, for the account of the
U.S. Lenders, at the U.S. Payment Office, in U.S. Dollars and in immediately
available funds. The General Administrative Agent shall distribute such payments
to the U.S. Lenders entitled to receive the same promptly upon receipt in like
funds as received. All payments (including prepayments) to be made by the U.S.
Borrower on account of Swing Line Loans, whether on account of principal,
interest, fees or otherwise, shall be made without set-off or counterclaim and
shall be made directly to the Swing Line Lender in U.S. Dollars and in
immediately available funds.

     (iii) All payments (including prepayments) to be made by the Canadian
Borrower hereunder (other than payments on account of Canadian Supplemental
Revolving Credit Loans and Canadian Swing Line Loans), whether on account of
principal, interest, fees or otherwise, shall be made without set-off or
counterclaim and shall be made prior to 1:00 P.M., Toronto time, on the due date
thereof to the Canadian Administrative Agent, for the account of the Canadian
Lenders, at the Canadian Payment Office, in the currency in which the relevant
amount is outstanding and in immediately available funds. The Canadian
Administrative Agent shall distribute such payments to the Canadian Lenders
entitled to receive the same promptly upon receipt in like funds as received.
All payments (including prepayments) to be made by the Canadian Borrower (on
account of Canadian Supplemental Revolving Credit Loans and Canadian Swing Line
Loans), whether on account of principal, interest, fees or otherwise, shall be
made without set-off or counterclaim and shall be made directly to the Canadian
Swing Line Lender or the Canadian Supplemental Revolving Credit Lender, as the
case may be, in the currency in which the relevant amount is outstanding and in
immediately available funds.

     (iv) If any payment hereunder (other than payments on the Eurodollar Loans)
becomes due and payable on a day other than a Business Day, the maturity of such
payment shall be extended to the next succeeding Business Day, and, with respect
to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension. If any payment on a Eurodollar Loan
becomes due and payable on a day other than a Business Day, the maturity of such
payment shall be extended to the next succeeding Business Day (and, with respect
to payments of principal, interest thereon shall be payable at the then
applicable rate

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                                                                           56

during such extension) unless the result of such extension would be to extend
such payment into another calendar month, in which event such payment shall be
made on the immediately preceding Business Day.

     (b) Unless the applicable Administrative Agent shall have been notified in
writing by any Lender prior to a Borrowing Date that such Lender will not make
the amount that would constitute its share of such borrowing available to such
Administrative Agent, such Administrative Agent may assume that such Lender is
making such amount available to such Administrative Agent, and such
Administrative Agent may, in reliance upon such assumption, make available to
the applicable Borrower a corresponding amount. If such amount is not made
available to such Administrative Agent by the required time on the Borrowing
Date therefor, such Lender shall pay to such Administrative Agent, on demand,
such amount with interest thereon at a rate per annum equal to (i) the daily
average Federal Funds Effective Rate (in the case of a borrowing of Loans in
U.S. Dollars), and (ii) the Canadian Administrative Agent's reasonable estimate
of its average daily cost of funds (in the case of a borrowing of Loans in
Canadian Dollars), in each case for the period until such Lender makes such
amount immediately available to such Administrative Agent. A certificate of such
Administrative Agent submitted to any Lender with respect to any amounts owing
under this subsection shall be conclusive in the absence of manifest error. If
such Lender's share of such borrowing is not made available to such
Administrative Agent by such Lender within three Business Days of such Borrowing
Date, the applicable Borrower shall repay such Lender's share of such borrowing
(together with interest thereon from the date such amount was made available to
such Borrower (i) at the rate per annum applicable to U.S. Base Rate Loans under
the relevant Facility (in the case of amounts made available to the U.S.
Borrower and amounts made available in U.S. Dollars to the Canadian Borrower)
and (ii) at the rate per annum applicable to Canadian Dollar Prime Rate Loans
under the relevant Facility (in the case of amounts made available in Canadian
Dollars to the Canadian Borrower) to such Administrative Agent not later than
three Business Days after receipt of written notice from such Administrative
Agent specifying such Lender's share of such borrowing that was not made
available to such Administrative Agent. Nothing contained in this Section 5.9(b)
shall prejudice any claims otherwise available to any Borrower against any
Lender as a result of such Lender's failure to make its share of any borrowing
available to an Administrative Agent for the account of a Borrower.

     5.10 Illegality. (a) Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, (i) the commitment of such
Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and
convert U.S. Base Rate Loans or Canadian Base Rate Loans to Eurodollar Loans
shall forthwith be cancelled until such time as it shall no longer be unlawful
for such Lender to make or maintain the affected Loans and, (ii) such Lender's
Loans then outstanding as Eurodollar Loans, if any, shall be converted
automatically to U.S. Base Rate Loans or Canadian Base Rate Loans, as the case
may be, on the respective last days of the then current Interest Periods with
respect to such Eurodollar Loans or within such earlier period as may be
required by law. If any such conversion of a Eurodollar Loan occurs on a day
which is not the last day of the then current Interest Period with respect
thereto, the relevant Borrower shall not be obligated to pay to such Lender such
amounts, if any, as may be required pursuant to Section 5.12.
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                                                                           57

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

     5.11 Requirements of Law. (a) If the adoption of, or any change in, any
Requirement of Law or in the interpretation thereof, or compliance by any Lender
with any request or directive (whether or not having the force of law) from any
central bank or other Governmental Authority:

     (i) shall subject any Lender to any tax of any kind whatsoever with respect
to this Agreement, any Note, any Letter of Credit issued or participated in by
it or any Loans made by it, or change the basis of taxation of payments to such
Lender of principal, fees, interest or any other amount payable hereunder
(except for taxes covered by Section 5.13 and changes in the rate of tax on the
overall net income or capital of such Lender);

     (ii) shall impose, modify or hold applicable any reserve, special deposit,
compulsory loan or similar requirement against assets held by, or deposits or
other liabilities in or for the account of, advances or loans by, or other
credit extended by, or any other acquisition of funds by, any office of such
Lender which are not otherwise included in the determination of the Eurodollar
Rate, including, without limitation, the imposition of any reserves with respect
to eurocurrency liabilities under Regulation D of the Board; or

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

and the result of any of the foregoing is to increase the cost to such Lender,
by any amount which such Lender deems to be material, of making, renewing or
maintaining advances or extensions of credit or to reduce any amount receivable
hereunder, in each case in respect of its Loans or its Participating Interests,
then, in any such case, the applicable Borrower shall, to the extent permitted
by law, promptly pay such Lender, upon receipt of its demand setting forth in
reasonable detail, any additional amounts necessary to compensate such Lender
for such additional cost or reduced amount receivable. If any Lender becomes
entitled to claim any additional amounts pursuant to this Section, it shall
promptly notify the applicable Borrower in reasonable detail (with a copy to the
relevant Administrative Agent) of the event by reason of which it has become so
entitled. This covenant shall survive the termination of this Agreement and
payment of all amounts outstanding hereunder.

     (b) In the event that any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy (or in the
interpretation or application thereof) or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any central bank
or Governmental Authority, does or shall have the effect of reducing the

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                                                                           58

rate of return on such Lender's or such corporation's capital as a consequence
of its obligations hereunder to a level below that which such Lender or such
corporation could have achieved but for such adoption, change or compliance
(taking into consideration such Lender's or such corporation's policies with
respect to capital adequacy) by an amount deemed by such Lender to be material,
then from time to time, after submission by such Lender to the U.S. Borrower
(with a copy to the General Administrative Agent) of a written request therefor,
setting forth in reasonable detail the basis therefor and containing a
certification that such request for compensation is being made pursuant to a
policy adopted by such Lender or such corporation to seek such compensation
generally from customers situated similarly to the Borrowers and having
provisions in their agreements with such Lender or such corporation similar to
those in this Section 5.11, the U.S. Borrower shall promptly pay to such Lender
such additional amount or amounts as will compensate such Lender for such
reduction.

     (c) If any Lender becomes entitled to claim any additional amounts pursuant
to this Section 5.11 or Section 5.13, it shall promptly notify the relevant
Borrower (with a copy to the relevant Administrative Agent) of the event by
reason of which it has become so entitled.

     (d) The Borrowers will not be liable for any amount otherwise payable under
this Section 5.11 in respect of any period more than 90 days before the date of
a Lender's request for compensation, or, if earlier, any retroactive effective
date of a relevant event that occurs within 90 days before a Lender's request
for additional compensation.

     5.12 Indemnity. Each Borrower agrees to indemnify each Lender and each
Agent and to hold each Lender and each Agent harmless from any loss (excluding
loss of the Applicable Margin) or expense which such Lender or such Agent, as
the case may be, may sustain or incur as a consequence of (a) default by such
Borrower in payment when due of the principal amount of or interest on any Loans
of such Lender, (b) default by such Borrower in making a borrowing or conversion
after the Borrower has given a notice of borrowing or a notice of conversion in
accordance with this Agreement, (c) default by such Borrower in making any
prepayment after such Borrower has given a notice in accordance with this
Agreement or (d) the making of a prepayment of a Eurodollar Loan on a day which
is not the last day of an Interest Period with respect thereto, including,
without limitation, any such loss or expense arising from the reemployment of
funds obtained by it or from fees payable to terminate the deposits from which
such funds were obtained, including, without limitation, in each case, any such
loss or expense arising from the reemployment of funds obtained by it to
maintain its Eurodollar Loans hereunder or from fees payable to terminate the
deposits from which such funds were obtained. A certificate as to any such loss
or expense submitted by such Lender, setting forth in reasonable detail the
basis and method of calculation thereof, shall be prima facie evidence thereof,
absent manifest error. This covenant shall survive termination of this Agreement
and payment of all amounts outstanding hereunder.

     5.13 Taxes. (a) All payments made by either Borrower under this Agreement
shall be made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, excluding
net income taxes and franchise taxes (imposed in lieu of net income taxes)
imposed on any Agent or any Lender as a result of a present or former connection

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                                                                           59

between such Agent or such Lender and the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from such
Agent's or such Lender's having executed, delivered or performed its obligations
or received a payment under, or enforced, this Agreement or any other Loan
Document). If any such non-excluded taxes, levies, imposts, duties, charges,
fees, deductions or withholdings ("Non-Excluded Taxes") or any Other Taxes are
required to be withheld from any amounts payable to any Agent or any Lender
hereunder, the amounts so payable to such Agent or such Lender shall be
increased to the extent necessary to yield to such Agent or such Lender (after
payment of all taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Agreement; provided, however, that
the Borrowers shall not be required to increase any such amounts payable to any
Lender with respect to any Non-Excluded Taxes (i) that are attributable to such
Lender's failure to comply with the requirements of paragraph (d) or (e) of this
Section or (ii) that are United States withholding taxes imposed on amounts
payable to such Lender at the time such Lender becomes a party to this
Agreement, except to the extent that such Lender's assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Borrowers with respect to such Non-Excluded Taxes pursuant to Section 5.13(a).

     (b) In addition, the Borrowers shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

     (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by any
Borrower, as promptly as possible thereafter such Borrower shall send to the
relevant Administrative Agent for the account of the relevant Agent or Lender,
as the case may be, a certified copy of an original official receipt received by
such Borrower showing payment thereof. If any Borrower fails to pay any
Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority
or fails to remit to the relevant Administrative Agent the required receipts or
other required documentary evidence, such Borrower shall indemnify the Agents
and the Lenders for any incremental taxes, interest or penalties that may become
payable by any Agent or any Lender as a result of any such failure. The
agreements in this Section 5.13 shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.

     (d) Each Lender or Transferee (other than a Canadian Lender) that is not a
U.S. person as defined in section 7701(a)(30) of the Code (a "Non-U.S. Lender")
shall deliver to the U.S. Borrower and the General Administrative Agent (or, in
the case of a Participant, to the Lender from which the related participation
shall have been purchased) two copies of either U.S. Internal Revenue Service
Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming
exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of
the Code with respect to payments of "portfolio interest" a statement
substantially in the form of Exhibit I and a Form W-8BEN, or any subsequent
versions thereof or successors thereto properly completed and duly executed by
such Non-U.S. Lender claiming complete exemption from, or a reduced rate of,
U.S. federal withholding tax on all payments by the U.S. Borrower under this
Agreement and the other Loan Documents together with any other certificate or
statement of exemption required under the Code or Regulations issued thereunder.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related

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                                                                           60

participation). In addition, each Non-U.S. Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered by
such Non-U.S. Lender. Each such Non-U.S. Lender shall promptly notify the U.S.
Borrower at any time it determines that it is no longer in a position to provide
any previously delivered certificate to the U.S. Borrower (or any other form of
certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall
not be required to deliver any form pursuant to this paragraph that such
Non-U.S. Lender is not legally able to deliver.

     (e) Each Canadian Lender that is entitled to an exemption from or reduction
of Canadian withholding tax with respect to payments under this Agreement shall
deliver to the Canadian Borrower (with a copy to the General Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by the Canadian Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided that such Canadian
Lender is legally entitled to complete, execute and deliver such documentation
and in such Canadian Lender's reasonable judgment such completion, execution or
submission would not materially prejudice the legal position of such Canadian
Lender.

     5.14 Change of Lending Office. Each Lender agrees that, upon the occurrence
of any event giving rise to the operation of Section 5.10, 5.12 or 5.13(a) with
respect to such Lender, it will, if requested by the Canadian Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and provided, further, that nothing in this Section shall affect
or postpone any of the obligations of any Borrower or the rights of any Lender
pursuant to Section 5.10, 5.12 or 5.13(a).

     5.15 Replacement of Lenders. If any Lender requests compensation pursuant
to Section 5.11, or any Lender's obligation to make or maintain Loans as
Eurodollar Loans shall be suspended pursuant to Section 5.10, or if either
Borrower is obligated to pay or reimburse any Lender for any tax under Section
5.13, or any Lender becomes a Defaulting Lender, the Canadian Borrower, upon
three Business Days' notice, may require that such Lender transfer all of its
rights, title and interest under this Agreement, such Lender's Notes, if any,
and the other Loan Documents to any Eligible Institution identified by the
Canadian Borrower, subject to:

     (a) the consent of the General Administrative Agent (which consent shall
not be unreasonably withheld);

     (b) satisfaction of the other conditions specified in Section 12.6;

     (c) assumption by the proposed transferee of all of the obligations of such
Lender hereunder and under the other Loan Documents for consideration equal to
the outstanding principal amount of such Lender's Loans payable to the
transferor, interest thereon to the date of such transfer, and all other amounts
payable hereunder to such Lender to the date of transfer; and
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                                                                           61

     (d) the relevant Borrower's payment to such transferor Lender, on or before
the date of such transfer all fees and other amounts payable to such transferor
hereunder including those amounts payable under said Sections 5.11 and 5.13, as
applicable (and including any fees accrued hereunder and any amounts that would
be payable under Section 5.12 as if all of such Lender's Loans were being
prepaid in full on such date), or arrangements satisfactory to the transferor
Lender shall have been made for such payments.

                    Section 6. REPRESENTATIONS AND WARRANTIES

     To induce the Agents and the Lenders to enter into this Agreement and to
make Extensions of Credit hereunder, the Borrowers hereby jointly and severally
represent and warrant to each Agent and each Lender that:

     6.1 Financial Condition. (a) The unaudited pro forma consolidated balance
sheet of the Canadian Borrower and its consolidated Subsidiaries as at March 31,
2001 (including the notes thereto) (the "Pro Forma Balance Sheet"), and the
unaudited pro forma income statements of the Canadian Borrower for the fiscal
year ended December 30, 2000 and the four fiscal quarters ended March 31, 2001
(the "Pro Forma Income Statements"), copies of which have heretofore been
furnished to each Lender, have been prepared giving effect (as if such events
had occurred on such date, in the case of the Pro Forma Balance Sheet, or as if
such events had occurred on the first day of the period covered thereby, in the
case of the Pro Forma Income Statements) to (i) the consummation of the
Acquisition, (ii) the Loans to be made on the Closing Date and the use of
proceeds thereof and (iii) the payment of fees and expenses in connection with
the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statements
are based upon good faith estimates and assumptions believed by management of
the Borrowers to be reasonable at the time made and present fairly on a pro
forma basis the estimated financial position of the Canadian Borrower and its
consolidated Subsidiaries as at March 31, 2001 and the estimated income of the
Canadian Borrower and its Subsidiaries for the period covered thereby, assuming
that the events specified in the preceding sentence had actually occurred at
such date, in the case of the Pro Forma Balance Sheet, or as if such events had
occurred on the first day of the period covered thereby, in the case of the Pro
Forma Income Statements.

     (b) The audited consolidated balance sheets of the Canadian Borrower as at
January 1, 2000 and December 30, 2000 and the related consolidated statements of
income and of cash flows for the fiscal years ended on such dates, reported on
by and accompanied by an unqualified report from PricewaterhouseCoopers LLP,
present fairly the consolidated financial condition of the Canadian Borrower as
at such date, and the consolidated results of its operations and its
consolidated cash flows for the respective fiscal years then ended. The
unaudited consolidated balance sheet of the Canadian Borrower as at March 31,
2001 and the related unaudited consolidated statements of income and cash flows
for the three-month period ended on such date, present fairly the consolidated
financial condition of the Canadian Borrower as at such date, and the
consolidated results of its operations and its consolidated cash flows for the
three-month period then ended (subject to normal year-end audit adjustments).
All such financial statements, including the related schedules and notes
thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by the

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                                                                           62

aforementioned firm of accountants and disclosed therein). As of the date of
such financial statements, the Canadian Borrower and its Subsidiaries did not
have any material Guarantee Obligations, contingent liabilities and liabilities
for taxes, or any long-term leases or unusual forward or long-term commitments,
including, without limitation, any interest rate or foreign currency swap or
exchange transaction or other obligation in respect of derivatives, that are not
reflected in the most recent financial statements referred to in this paragraph
(including notes and schedules thereto). During the period from March 31, 2001
to and including the date of this Agreement there has been no Disposition by the
Canadian Borrower of any material part of its business or Property.

     6.2 No Change. Since December 30, 2000 there has been no development or
event that has had or could reasonably be expected to have a Material Adverse
Effect.

     6.3 Corporate Existence; Compliance with Law. Each of the Borrowers and its
respective Restricted Subsidiaries (a) is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization, (b) has
the corporate or other power, and the legal right, to own and operate its
Property, to lease the Property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation or other entity and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of Property or the conduct
of its business requires such qualification, and (d) is in compliance with all
Requirements of Law except, in the case of the foregoing clauses (c) and (d), to
the extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

     6.4 Corporate Power; Authorization; Enforceable Obligations. Each Loan
Party has the corporate or other power, and the legal right, to make, deliver
and perform the Loan Documents to which it is a party and, in the case of each
Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate
or other action to authorize the execution, delivery and performance of the Loan
Documents to which it is a party and, in the case of each Borrower, to authorize
the borrowings on the terms and conditions of this Agreement. No material
consent or authorization of, filing with, notice to or other act by or in
respect of, any Governmental Authority or any other Person is required in
connection with the Acquisition, the borrowings hereunder or the execution,
delivery, performance, validity or enforceability of this Agreement or any of
the other Loan Documents, except (i) consents, authorizations, filings and
notices described in Schedule 6.4, which consents, authorizations, filings and
notices have been obtained or made and are in full force and effect and (ii) the
filings referred to in Section 6.19. Each Loan Document has been duly executed
and delivered on behalf of each Loan Party that is a party thereto. This
Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Loan Party that is a
party thereto, enforceable against each such Loan Party in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

     6.5 No Legal Bar. The execution, delivery and performance of this Agreement
and the other Loan Documents, the issuance of Letters of Credit, the Loans and
other Extensions of Credit hereunder and the use of the proceeds thereof will
not violate any

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                                                                           63

Requirement of Law or any Contractual Obligation of either Borrower or any of
their respective Restricted Subsidiaries and will not result in, or require, the
creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any Requirement of Law or any such Contractual Obligation
(other than the Liens created by the Security Documents). No Requirement of Law
or Contractual Obligation applicable to either Borrower or any of their
respective Restricted Subsidiaries could reasonably be expected to have a
Material Adverse Effect.

     6.6 No Material Litigation. No litigation, investigation or proceeding of
or before any arbitrator or Governmental Authority is pending or, to the
knowledge of either Borrower, threatened by or against either Borrower or any of
their respective Subsidiaries or against any of its respective properties or
revenues (a) except as set forth on Schedule 6.6, with respect to any of the
Loan Documents or (as of the Closing Date) the Acquisition, or (b) that could
reasonably be expected to have a Material Adverse Effect. The litigation
disclosed on Schedule 6.6 could not be reasonably expected to have a Material
Adverse Effect.

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

     6.8 Ownership of Property; Liens. Each of the Borrowers and each of the
Restricted Subsidiaries has title in fee simple to, or a valid leasehold
interest in, all its material real property, and good title to, or a valid
leasehold interest in, all its other material Property, and none of such
Property is subject to any Lien except as permitted by Section 9.3.

     6.9 Intellectual Property. Each of the Borrowers and the Restricted
Subsidiaries owns, or is licensed to use or otherwise has a valid right to use,
all Intellectual Property necessary for the conduct of its business as currently
conducted. No material claim has been asserted and is pending by any Person
challenging or questioning the use of any Intellectual Property or the validity
or effectiveness of any Intellectual Property that could reasonably be expected
to have a material adverse effect on the Intellectual Property of the Canadian
Borrower and its Subsidiaries taken as a whole, nor does either Borrower know of
any valid basis for any such claim. The use of Intellectual Property by the
Borrowers and the Restricted Subsidiaries does not infringe on the rights of any
Person in any material respect.

     6.10 Taxes. Each of the Borrowers and each of the Restricted Subsidiaries
has filed or caused to be filed all material Federal, state and other tax
returns that are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its
Property and all other material taxes, fees or other charges imposed on it or
any of its Property by any Governmental Authority (other than any the amount or
validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of the relevant Borrower or Subsidiary, as the case may
be); and no tax Lien has been filed, and, to the knowledge of the Borrowers, no
claim is being asserted, with respect to any such tax, fee or other charge.
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                                                                           64

     6.11 Federal Regulations. No part of the proceeds of any Loans will be used
for "purchasing" or "carrying" any "margin stock" within the respective meanings
of each of the quoted terms under Regulation U as now and from time to time
hereafter in effect or for any purpose that violates the provisions of the
Regulations of the Board. If reasonably requested by any Lender or the General
Administrative Agent, the relevant Borrower will furnish to the General
Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form G-3 or FR Form U-1 referred to in
Regulation U.

     6.12 Labor Matters. There are no strikes or other labor disputes against
either Borrower or any Subsidiary pending or, to the knowledge of the Borrowers,
threatened that (individually or in the aggregate) could reasonably be expected
to have a Material Adverse Effect. Hours worked by and payment made to employees
of the Borrowers and the Subsidiaries have not been in violation of the Fair
Labor Standards Act or any other applicable Requirement of Law dealing with such
matters that (individually or in the aggregate) could reasonably be expected to
have a Material Adverse Effect. All payments due from either Borrower or any
Subsidiary on account of employee health and welfare insurance that
(individually or in the aggregate) could reasonably be expected to have a
Material Adverse Effect if not paid have been paid or accrued as a liability on
the books of the relevant Borrower or the relevant Subsidiary.

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

     6.14 Investment Company Act; Other Regulations. No Loan Party is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) which limits its ability to incur Indebtedness.

     6.15 Subsidiaries. (a) The Subsidiaries listed on Schedule 6.15 constitute
all the Subsidiaries of each of the Borrowers at the date hereof. Schedule 6.15
sets forth as of the Closing Date the name and jurisdiction of incorporation of
each Subsidiary and, as to each

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                                                                           65

Subsidiary, the percentage of each class of Capital Stock owned by each Loan
Party and whether such Subsidiary is a Restricted Subsidiary or an Unrestricted
Subsidiary.

     (b) As of the Closing Date, there are no outstanding subscriptions,
options, warrants, calls, rights or other agreements or commitments (other than
stock options granted to, or other employee benefit or incentive plans in favor
of, employees, directors and service providers and directors' qualifying shares)
of any nature relating to any Capital Stock of either Borrower or any Restricted
Subsidiary, except as disclosed on Schedule 6.15, and except for any of the
foregoing existing pursuant to any contract to which neither Borrower nor any of
its Subsidiaries is a party.

     6.16 Use of Proceeds. The proceeds of the Term Loans shall be used to
finance a portion of the Acquisition and to pay related fees and expenses; and
the proceeds of the other Loans and the Letters of Credit shall be used to make
permitted acquisitions and investments, pay permitted dividends, refinance
existing indebtedness, provide for general corporate purposes, including the
working capital needs of the Borrowers and their Subsidiaries in the ordinary
course of business.

     6.17 Environmental Matters. Other than exceptions to any of the following
that could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect:

     (a) Each of the Borrowers and their respective Subsidiaries: (i) are, and
within the period of all applicable statutes of limitation have been, in
compliance with all applicable Environmental Laws; (ii) hold all Environmental
Permits (each of which is in full force and effect) required for any of their
current or intended operations or for any property owned, leased, or otherwise
operated by any of them; (iii) are, and within the period of all applicable
statutes of limitation have been, in compliance with all of their Environmental
Permits; and (iv) reasonably believe that: each of their Environmental Permits
will be timely renewed and complied with, without material expense; any
additional Environmental Permits that may be required of any of them will be
timely obtained and complied with, without material expense; and compliance with
any Environmental Law that is or is expected to become applicable to any of them
will be timely attained and maintained, without material expense.

     (b) Materials of Environmental Concern are not present at, on, under, in,
or about any real property now or formerly owned, leased or operated by either
Borrower or any of their respective Subsidiaries, or, to the knowledge of either
Borrower, at any other location (including, without limitation, any location to
which Materials of Environmental Concern have been sent for re-use or recycling
or for treatment, storage, or disposal) which could reasonably be expected to
(i) give rise to liability of either Borrower or any of their respective
Subsidiaries under any applicable Environmental Law or otherwise result in costs
to either Borrower or any of their Subsidiaries, or (ii) interfere with either
Borrower's or any of their Subsidiaries' continued operations, or (iii) impair
the fair saleable value of any real property owned or leased by the Borrowers or
any of their Subsidiaries.

     (c) There is no judicial, administrative, or arbitral proceeding (including
any notice of violation or alleged violation) under or relating to any
Environmental Law to which the

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                                                                           66

Borrowers or any of their Subsidiaries are, or to the knowledge of either
Borrower or any of their respective Subsidiaries will be, named as a party that
is pending or, to the knowledge of either Borrower or any of their respective
Subsidiaries, threatened.

     (d) Neither of the Borrowers nor any of their Subsidiaries have received
any written request for information, or been notified that it is a potentially
responsible party under or relating to the federal Comprehensive Environmental
Response, Compensation, and Liability Act or any similar Environmental Law, or
with respect to any Materials of Environmental Concern.

     (e) Neither of the Borrowers nor any of their Subsidiaries has entered into
or agreed to any consent decree, order, or settlement or other agreement, or is
subject to any judgment, decree, or order or other agreement, in any judicial,
administrative, arbitral, or other forum for dispute resolution, relating to
compliance with or liability under any Environmental Law.

     (f) Neither of the Borrowers nor any of their Subsidiaries has assumed or
retained, by contract or operation of law, any liabilities of any kind, fixed or
contingent, known or unknown, under any Environmental Law or with respect to any
Material of Environmental Concern.

     6.18 Accuracy of Information, etc. No statement or information contained in
this Agreement, any other Loan Document, the Confidential Information Memorandum
or any other document, certificate or statement furnished to the Administrative
Agents or the Lenders or any of them, by or on behalf of any Loan Party for use
in connection with the transactions contemplated by this Agreement or the other
Loan Documents, contained as of the date such statement, information, document
or certificate was so furnished (or, in the case of the Confidential Information
Memorandum, as of the date of this Agreement), any untrue statement of a
material fact or (in the case of the Confidential Information Memorandum)
omitted to state a material fact necessary in order to make the statements
contained therein not misleading. The projections and pro forma financial
information contained in the materials referenced above are based upon good
faith estimates and assumptions believed by management of the Borrowers to be
reasonable at the time made, it being recognized by the Lenders that such
financial information as it relates to future events is not to be viewed as fact
and that actual results during the period or periods covered by such financial
information may differ from the projected results set forth therein by a
material amount. As of the date of this Agreement, the representations and
warranties made by the U.S. Borrower and the Canadian Borrower, and to the best
knowledge of the U.S. Borrower and the Canadian Borrower, the representations
and warranties made by Royal Crown Company, Inc., contained in the Acquisition
Documentation are true and correct in all material respects. There is no fact
known to any Loan Party that could reasonably be expected to have a Material
Adverse Effect that has not been expressly disclosed herein, in the other Loan
Documents, in the Confidential Information Memorandum or in any other documents,
certificates and statements furnished to the Agents and the Lenders for use in
connection with the transactions contemplated hereby and by the other Loan
Documents.

     6.19 Security Documents. (a) The Guarantee and Collateral Agreement is
effective to create in favor of the General Administrative Agent, for the
benefit of the Lenders, a legal, valid and enforceable security interest in the
Collateral described therein and proceeds

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                                                                           67

thereof. When the financing statements in appropriate form are filed in the
offices specified on Schedule 6.19(a)-1 (which financing statements have been
duly completed and executed and delivered to the General Administrative Agent),
the Guarantee and Collateral Agreement shall constitute a fully perfected Lien
on all right title and interest of the U.S. Borrower in the Working Capital
Collateral (as defined in the Guarantee and Collateral Agreement), as security
for the U.S. Borrower Working Capital Obligations (as defined in the Guarantee
and Collateral Agreement), in each case prior and superior in right to any other
Person, subject only to Liens permitted by Section 9.3 and Permitted Perfection
Limitations. When the financing statements in appropriate form are filed in the
offices specified on Schedule 6.19(a)-1 (which financing statements have been
duly completed and executed and delivered to the General Administrative Agent)
and when the necessary filings are made in the Patent and Trademark Office, the
Guarantee and Collateral Agreement shall constitute a fully perfected Lien on
all right title and interest of the U. S. Borrower in the Purchase Money
Collateral (as defined in the Guarantee and Collateral Agreement), as security
for the U.S. Borrower Purchase Money Obligations (as defined in the Guarantee
and Collateral Agreement), in each case prior and superior in right to any other
Person, subject only to Liens permitted by Section 9.3 and Permitted Perfection
Limitations.

     Schedule 6.19(a)-2 lists each UCC Financing Statement that (i) names any
Loan Party as debtor as of the Closing Date and (ii) will remain on file after
the Closing Date. Schedule 6.19(a)-3 lists each UCC Financing Statement that (i)
names any Loan Party as debtor as of the Closing Date and (ii) will be
terminated on or prior to the Closing Date; and on or prior to the Closing Date,
the U.S. Borrower will have delivered to the General Administrative Agent, or
caused to be filed (or made provision for the delivery or filing), duly
completed UCC termination statements, signed by the relevant secured party, in
respect of each UCC Financing Statement listed in Schedule 6.19(a)-3.

     (b) Each Canadian Security Document is effective to create in favor of the
General Administrative Agent, for the benefit of the Canadian Revolving Credit
Lenders, a legal, valid and enforceable security interest or hypothec in the
Collateral described therein and proceeds thereof. When financing statements or
other registrations specified in Schedule 6.19(b)-1 are registered in the
offices specified therein, the Canadian Security Documents shall constitute a
fully perfected or published Lien on, and security interest or hypothec in, all
right, title and interest of the Canadian Borrower in such Collateral and the
proceeds thereof, as security for the Canadian Borrower Secured Obligations in
each case prior and superior in right to any other Person (except Liens
permitted by Section 9.3). Schedule 6.19(b)-2 lists each registered financing
statement or other registration made under the Personal Property Security Act
(Ontario) ("PPSA") and similar legislation in effect in each of the other
provinces of Canada and under The Bank Act (Canada) that (i) names any Loan
Party as debtor as of the Closing Date and (ii) will remain on file after the
Closing Date. Schedule 6.19(b)-3 lists each registered financing statement or
other registration made under the PPSA and similar legislation in effect in each
of the other provinces of Canada and under The Bank Act (Canada) that (i) names
any Loan Party as debtor as of the Closing Date and (ii) will be discharged on
or prior to the Closing Date; and on or prior to the Closing Date, the Canadian
Borrower will have delivered to the Canadian Administrative Agent, or caused to
be filed (or made provision for the delivery or filing), duly completed
financing change statements, designated as discharges or other releases and
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                                                                           68

discharges in form satisfactory to the Canadian Administrative Agent signed by
the relevant secured party, in respect of each registered financing statement
listed in Schedule 6.19(b)-3.

     (c) Each of the Mortgages is effective to create in favor of the relevant
Administrative Agent, for the benefit of the Purchase Money Term Loan Lenders, a
legal, valid and enforceable Lien on the Mortgaged Properties described therein
and proceeds thereof; and when the Mortgages are filed in the offices specified
on Schedule 6.19(c) (in the case of the Mortgages to be executed and delivered
on the Closing Date) or in the recording office designated by the Borrowers (in
the case of any Mortgage to be executed and delivered pursuant to Section 8.10
(a) and (b)), each Mortgage shall constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties in the
Mortgaged Properties described therein and the proceeds thereof, as security for
the Obligations (as defined in the relevant Mortgage), in each case prior and
superior in right to any other Person (other than Persons holding Liens or other
encumbrances or rights permitted by the relevant Mortgage).

     6.20 Solvency. Each Loan Party is, and after giving effect to the
Acquisition and the incurrence of all Indebtedness and obligations being
incurred in connection herewith and therewith will be and will continue to be,
Solvent.

     6.21 Regulation H. No Mortgage encumbers improved real property which is
located in an area that has been identified by the Secretary of Housing and
Urban Development as an area having special flood hazards and in which flood
insurance has been made available under the National Flood Insurance Act of 1968
(except any Mortgaged Properties as to which such flood insurance as required by
Regulation H has been obtained and is in full force and effect as required by
this Agreement).

                         Section 7. CONDITIONS PRECEDENT

     7.1 Conditions to Initial Extension of Credit. The agreement of each Lender
to make the initial Extension of Credit requested to be made by it hereunder is
subject to the satisfaction, prior to or concurrently with the making of such
Extension of Credit on the Closing Date, of the following conditions precedent:

     (a) Loan Documents. The Administrative Agents shall have received (i) this
Agreement, executed and delivered by a duly authorized officer of the Canadian
Borrower and the U.S. Borrower, (ii) the Guarantee and Collateral Agreement,
executed and delivered by a duly authorized officer of the Canadian Borrower and
the U.S. Borrower, (iii) the Canadian Security Documents, executed and delivered
by a duly authorized officer of each party thereto, (iv) a Mortgage covering
each of the Mortgaged Properties, executed and delivered by a duly authorized
officer of each party thereto and (v) a Lender Addendum executed and delivered
by each Lender and accepted by the Borrowers.

     (b) Acquisition. The Canadian Borrower and the U.S. Borrower shall have
consummated the Acquisition for an aggregate purchase price not exceeding
U.S.$95,000,000 (subject to customary post-closing and working capital
adjustments). The Acquisition shall have been consummated pursuant to the
Acquisition Documentation, and no provision thereof shall

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                                                                           69

have been waived, amended, supplemented or otherwise modified in a manner that
is material and detrimental to the Borrowers without the consent of the General
Administrative Agent.

     (c) Pro Forma Balance Sheet; Pro Forma Income Statements; Financial
Statements. The Lenders shall have received (i) the Pro Forma Balance Sheet and
the Pro Forma Income Statements, (ii) audited consolidated financial statements
of the Canadian Borrower for the 1999 and 2000 fiscal years and (iii) unaudited
interim consolidated financial statements of the Canadian Borrower for each
fiscal quarterly period ended subsequent to the date of the latest applicable
financial statements delivered pursuant to clause (ii) of this paragraph as to
which such financial statements are available; and such financial statements
shall not, in the reasonable judgment of the Lenders, reflect any material
adverse change in the consolidated financial condition of the Canadian Borrower,
as reflected in the financial statements or projections contained in the
Confidential Information Memorandum.

     (d) Approvals. All material governmental and third party approvals
necessary in connection with the Acquisition (to the extent required by the
Acquisition Agreement), the continuing operations of each of the Borrowers and
their respective Restricted Subsidiaries and the transactions contemplated
hereby shall have been obtained and be in full force and effect, and all
applicable waiting periods shall have expired without any action being taken or
threatened by any competent authority which would restrain, prevent or otherwise
impose adverse conditions on the Acquisition or the financing contemplated
hereby.

     (e) Related Agreements. The Administrative Agents shall have received (in a
form reasonably satisfactory to the Administrative Agents), true and correct
copies, certified as to authenticity by the Borrowers, of (i) the Acquisition
Agreement and (ii) such other documents or instruments as may be reasonably
requested by the Administrative Agents, including, without limitation, a copy of
any debt instrument, security agreement or other material contract to which the
Loan Parties may be a party.

     (f) Termination of Existing Credit Facility. The General Administrative
Agent shall have received evidence satisfactory to the General Administrative
Agent that the Existing Credit Facility shall be simultaneously terminated, all
amounts thereunder shall be simultaneously paid in full and arrangements
satisfactory to the General Administrative Agent shall have been made for the
termination of Liens and security interests granted in connection therewith.

     (g) Fees. The Lenders, the Administrative Agents and the Arranger shall
have received all fees required to be paid, and all expenses for which invoices
have been presented (including reasonable fees, disbursements and other charges
of counsel to the Administrative Agents and the Arranger), 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
Borrowers to the Administrative Agents on or before the Closing Date.

     (h) Business Plan. The Lenders shall have received a satisfactory business
plan for fiscal years 2001-2007 and a satisfactory written analysis of the
business and prospects of the Canadian Borrower and its Subsidiaries for the
period from the Closing Date through the final maturity of the Term Loans.
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                                                                           70

     (i) Lien Searches. The Administrative Agents shall have received the
results of a recent lien search in each of the jurisdictions in which Uniform
Commercial Code financing statements, PPSA financing statements or other filings
or recordations should be made to evidence or perfect security interests in all
assets of the Loan Parties, and such search shall reveal no liens on any of the
assets of the Loan Party, except for Liens permitted by Section 9.3 and Liens
being terminated in connection with the Closing Date listed on Schedule
6.19(a)-3 and 6.19(b)-3.

     (j) Closing Certificate and Secretary's Certificate. The Administrative
Agents shall have received a closing certificate and a secretary's certificate
of each Loan Party, dated the Closing Date, substantially in the form of Exhibit
C-1 and Exhibit C-2, respectively, with appropriate insertions and attachments.

     (k) Legal Opinions. The Administrative Agents shall have received the
following executed legal opinions:

     (i) the legal opinion of Drinker Biddle & Reath LLP, special financing
counsel to the Borrowers and their Subsidiaries, substantially in the form of
Exhibit F-1;

     (ii) the legal opinion of Goodmans, Canadian counsel to the Canadian
Borrower, substantially in the form of Exhibit F-2;

     (iii) to the extent consented to by the relevant counsel, each legal
opinion, if any, delivered in connection with the Acquisition Agreement,
accompanied by a reliance letter in favor of the Lenders; and

     (iv) the legal opinion of local counsel in the State of Georgia, the
Province of British Columbia, the Province of Alberta, the Province of
Saskatchewan, the Province of Manitoba, the Province of Quebec and the Province
of New Brunswick.

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

     (l) Filings, Registrations and Recordings. Each document (including,
without limitation, any Uniform Commercial Code financing statement and PPSA
financing statement) and application for registration required by the Security
Documents or under law or reasonably requested by the General Administrative
Agent to be filed, registered or recorded in order to create in favor of the
General Administrative Agent or the Canadian Administrative Agent, as the case
may be, for the benefit of the applicable Lenders, a perfected or duly published
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
9.3), shall have been filed, registered or recorded or shall have been delivered
to the General Administrative Agent or the Canadian Administrative Agent, as the
case may be, be in proper form for filing, registration or recordation, subject
to Permitted Perfection Limitations.
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                                                                           71

     (m) Title Insurance; Flood Insurance. (i) If requested by the General
Administrative Agent, but only to the extent the same are in the possession of
the Borrowers, the General Administrative Agent shall have received, and the
title insurance company issuing the policy referred to in clause (ii) below (the
"Title Insurance Company") shall have received, maps or plats of an as-built
survey of the sites of the Mortgaged Properties certified to the General
Administrative Agent and the Title Insurance Company in a manner satisfactory to
them, dated a date satisfactory to the General Administrative Agent and the
Title Insurance Company by an independent professional licensed land surveyor
satisfactory to the General Administrative Agent and the Title Insurance
Company, 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, and, without
limiting the generality of the foregoing, there shall be surveyed and shown on
such maps, plats or surveys the following: (A) the locations on such sites of
all the buildings, structures and other improvements and the established
building setback lines; (B) the lines of streets abutting the sites and width
thereof; (C) all access and other easements appurtenant to the sites; (D) all
roadways, paths, driveways, easements, encroachments and overhanging projections
and similar encumbrances affecting the site, whether recorded, apparent from a
physical inspection of the sites or otherwise known to the surveyor; (E) any
encroachments on any adjoining property by the building structures and
improvements on the sites; (F) if the site is described as being on a filed map,
a legend relating the survey to said map; and (G) the flood zone designations,
if any, in which the Mortgaged Properties are located.

     (ii) The General Administrative Agent shall have received 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 satisfactory to the General Administrative Agent; (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 as disclosed therein; (D) name the General Administrative
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); (F) contain such endorsements and affirmative coverage as the General
Administrative Agent may reasonably request and (G) be issued by title companies
satisfactory to the General Administrative Agent (including any such title
companies acting as co-insurers or reinsurers, at the option of the General
Administrative Agent). The General Administrative Agent shall have received
evidence satisfactory to it that all premiums in respect of each such policy,
all charges for mortgage recording tax, and all related expenses, if any, have
been paid.

     (iii) If required by law or regulation, the General Administrative Agent
shall have received (A) a policy of flood insurance that (1) covers any parcel
of improved real property that is encumbered by any Mortgage (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 later than the maturity of the indebtedness
secured by such Mortgage and (B) confirmation that each of the Borrowers has
received the notice required pursuant to Section 208(e)(3) of Regulation H of
the Board.
<PAGE>

                                                                           72

     (iv) If requested by the General Administrative Agent, the General
Administrative Agent shall have received a copy of all recorded documents
referred to, or listed as exceptions to title in, the title policy or policies
referred to in clause (ii) above and a copy of all other material documents
affecting the Mortgaged Properties.

     (n) Insurance. The General Administrative Agent shall have received
insurance certificates satisfying the requirements of Section 5.2 of the
Guarantee and Collateral Agreement.

     (o) Intercompany Debt. The obligations of the U.S. Borrower under a certain
Subsidiary guarantee dated as of February 1, 2000 by the U.S. Borrower in favor
of the Canadian Borrower, shall have been duly subordinated, in a manner
reasonably satisfactory to the General Administrative Agent, to the obligations
of the U.S. Borrower under the Loan Documents; and all Liens securing such
guarantee shall have been released.

     (p) Calgary Mortgage. The existing mortgage in respect of the Canadian
Borrower's property in Calgary, Alberta, to the extent such existing mortgage
relates to inventory or accounts receivable, shall have been subordinated, in a
manner reasonably satisfactory to the General Administrative Agent, to the
security interest in such accounts receivable and inventory created pursuant to
the Canadian Security Documents.

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

     (a) Representations and Warranties. Each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents shall be
true and correct on and as of such date as if made on and as of such date,
except to the extent they relate to an earlier specified date, in which case
they shall be true and correct as of such earlier specified date.

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

     Each request by either Borrower for an Extension of Credit hereunder shall
constitute a representation and warranty by the respective Borrower as of the
date of such Extension of Credit that the conditions contained in this Section
7.2 have been satisfied.

                        Section 8. AFFIRMATIVE COVENANTS

     The Borrowers hereby jointly and severally agree that, so long as the
Commitments remain in effect, any Letter of Credit remains outstanding or any
Loan or other amount is owing to any Lender or any Agent hereunder, each of the
Borrowers shall and shall cause each of its Restricted Subsidiaries to:

     8.1 Financial Statements. Furnish to each Agent and each Lender:
<PAGE>

                                                                           73

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

     (b) as soon as available, but in any event not later than 45 days after the
end of each of the first three quarterly periods of each fiscal year of the
Canadian Borrower, the unaudited consolidated balance sheet of the Canadian
Borrower and its consolidated Subsidiaries as at the end of such quarter and the
related unaudited consolidated statements of income and of cash flows for such
quarter and the portion of the fiscal year through the end of such quarter,
setting forth in each case in comparative form the figures as of the end of and
for the corresponding period in the previous year, certified by a Responsible
Officer as being fairly stated in all material respects (subject to normal
year-end audit adjustments and the absence of notes);

     (c) as soon as available, but in any event within 90 days after the end of
each fiscal year of the Canadian Borrower, a copy of the audited consolidated
balance sheet of Cott U.K. and its consolidated Subsidiaries as at the end of
such year and the related audited consolidated statements of income and of cash
flows for such year, setting forth in each case in comparative form the figures
as of the end of and for the previous year, reported on without a "going
concern" or like qualification or exception, or qualification arising out of the
scope of the audit, by PricewaterhouseCoopers LLP or other independent certified
public accountants of nationally recognized standing; and

     (d) as soon as available, but in any event not later than 45 days after the
end of each of the first three quarterly periods of each fiscal year of the
Canadian Borrower, the unaudited consolidated balance sheet of Cott U.K. and its
consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of income and of cash flows for such quarter
and the portion of the fiscal year through the end of such quarter, setting
forth in each case in comparative form the figures as of the end of and for the
corresponding period in the previous year, certified by a Responsible Officer as
being fairly stated in all material respects (subject to normal year-end audit
adjustments and the absence of notes;

     all such financial statements to be complete and correct in all material
respects and to be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

     8.2 Certificates; Other Information. Furnish to each Agent and each Lender,
or, in the case of clause (h), to the relevant Lender (or, if so specified, to
the General Administrative Agent):
<PAGE>

                                                                           74

     (a) concurrently with the delivery of the financial statements referred to
in Section 8.1(a), a certificate of the independent certified public accountants
reporting on such financial statements stating that in making the examination
necessary therefor no knowledge was obtained of any Default or Event of Default,
except as specified in such certificate (it being understood that such
certificate shall be limited to the items that independent certified public
accountants are permitted to cover in such certificates pursuant to their
professional standards and customs of the profession);

     (b) concurrently with the delivery of any financial statements pursuant to
Section 8.1, (i) a certificate of the Borrowers, executed on their behalf by a
Responsible Officer, stating that, to the best of such Responsible Officer's
knowledge, each Loan Party during such period has observed or performed all of
its covenants and other agreements, and satisfied every condition, contained in
this Agreement and the other Loan Documents to which it is a party to be
observed, performed or satisfied by it, and that such Responsible Officer has
obtained no knowledge of any Default or Event of Default except as specified in
such certificate and (ii) in the case of quarterly or annual financial
statements, (x) a Compliance Certificate containing all information and
calculations necessary for determining compliance by the Borrowers and their
Subsidiaries with the provisions of this Agreement referred to therein as of the
last day of the fiscal quarter or fiscal year of the Canadian Borrower, as the
case may be, (y) to the extent not previously disclosed to the relevant
Administrative Agent, a listing of any county or state within the United States
or any Province in Canada where any Loan Party keeps inventory and (z) any UCC
financing statements or PPSA financing statements or other filings specified in
such Compliance Certificate as being required to be delivered therewith;

     (c) as soon as available, and in any event no later than 45 days after the
end of each fiscal year of the Canadian Borrower, a detailed consolidated budget
for the following fiscal year (including a projected consolidated balance sheet
of the Canadian Borrower and its Subsidiaries as of the end of the following
fiscal year, and the related consolidated statements of projected cash flow,
projected changes in financial position and projected income as well as a
narrative discussion and analysis of the financial condition and results of
operations of the Canadian Borrower and its Subsidiaries), and, as soon as
available, significant revisions, if any, of such budget and projections with
respect to such fiscal year (collectively, the "Projections"), which Projections
shall in each case be accompanied by a certificate of the Borrowers, executed on
their behalf by a Responsible Officer, stating that such Projections are based
on reasonable estimates, information and assumptions and that such Responsible
Officer has no reason to believe that such Projections are incorrect or
misleading in any material respect;

     (d) within 45 days after the end of each fiscal quarter of the Canadian
Borrower, a narrative discussion and analysis of the financial condition and
results of operations of the Canadian Borrower and its Subsidiaries for such
fiscal quarter and for the period from the beginning of the then current fiscal
year to the end of such fiscal quarter, as compared to the portion of the
Projections covering such periods and to the comparable periods of the previous
year;

     (e) to the General Administrative Agent only, no later than 10 Business
Days prior to the effectiveness thereof, copies of substantially final drafts of
any proposed amendment,

<PAGE>

                                                                           75

supplement, waiver or other modification with respect to any Indenture or the
Acquisition Agreement;

     (f) within five days after the same are sent, copies of all financial
statements and reports that the Canadian Borrower sends to the holders of any
class of its debt securities or public equity securities and, within five days
after the same are filed, copies of all financial statements and reports that
the Canadian Borrower may make to, or file with, the SEC;

     (g) to the General Administrative Agent only, as soon as possible and in
any event within 10 days of obtaining knowledge thereof: (i) any development,
event, or condition that, individually or in the aggregate with other
developments, events or conditions, could reasonably be expected to result in
the payment by either Borrower and any Subsidiary, in the aggregate, of a
Material Environmental Amount; and (ii) any notice that any governmental
authority may deny any application for an Environmental Permit sought by, or
revoke or refuse to renew any Environmental Permit held by, the Borrowers; and

     (h) promptly, such additional financial and other information as any Lender
(through the General Administrative Agent) may from time to time reasonably
request.

     8.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the relevant Borrower and its Subsidiaries, as the case may be.

     8.4 Conduct of Business and Maintenance of Existence, etc. (a) (i)
Preserve, renew and keep in full force and effect its corporate or other
existence and (ii) take all reasonable action to maintain all rights, privileges
and franchises necessary or desirable in the normal conduct of its business,
except, in the case of clauses (i) and (ii) above, as otherwise permitted by
Section 9.4 and except, in the case of clause (ii) above, to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (b) comply with all Contractual Obligations and Requirements of Law,
except to the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

     8.5 Maintenance of Property; Insurance. (a) Keep all Property and systems
useful and necessary in its business in good working order and condition,
ordinary wear and tear excepted and (b) maintain with financially sound and
reputable insurance companies insurance on all its Property in at least such
amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured
against in the same general area by companies engaged in the same or a similar
business.

     8.6 Inspection of Property; Books and Records; Discussions. Keep proper
books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities and (b) permit
representatives of any Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records at any reasonable

<PAGE>

                                                                           76

time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Borrowers and
their Subsidiaries with officers and employees of the Borrowers and their
Subsidiaries (it being agreed that the Lenders will coordinate such visits with
the General Administrative Agent such that there shall be no more than two such
visits in any fiscal year in the absence of a continuing Event of Default).

     8.7 Notices. Promptly give notice to the General Administrative Agent (and,
in the case of clause (a), each Lender) of:

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

     (b) any (i) default or event of default under any Contractual Obligation of
either Borrower or any of their Restricted Subsidiaries or (ii) litigation,
investigation or proceeding which may exist at any time between either Borrower
or any of their Restricted Subsidiaries and any Governmental Authority, that in
either case, if not cured or if adversely determined, as the case may be, could
reasonably be expected to have a Material Adverse Effect;

     (c) any litigation or proceeding affecting either Borrower or any of their
Restricted Subsidiaries in which the amount involved is U.S.$1,000,000 or more
and not covered by insurance or other third party indemnity agreement or in
which injunctive or similar relief is sought;

     (d) the following events, as soon as possible and in any event within 30
days after the U.S. Borrower knows or has reason to know thereof: (i) the
occurrence of any Reportable Event with respect to any Plan, a failure to make
any required contribution to a Plan, the creation of any Lien in favor of the
PBGC or a Plan or any withdrawal from, or the termination, Reorganization or
Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or
the taking of any other action by the PBGC or the U.S. Borrower or any Commonly
Controlled Entity or any Multiemployer Plan with respect to the withdrawal from,
or the termination, Reorganization or Insolvency of, any Plan; and

     (e) any development or event that has had or could reasonably be expected
to have a Material Adverse Effect.

     Each notice pursuant to this Section shall be accompanied by a statement of
the Borrowers executed on their behalf by a Responsible Officer, setting forth
details of the occurrence referred to therein and stating what action the
relevant Borrower or the relevant Subsidiary proposes to take with respect
thereto.

     8.8 Environmental Laws. (a) Comply with, and ensure compliance by all
tenants and subtenants, if any, with, all applicable Environmental Laws, and
obtain and comply with and maintain, and ensure that all tenants and subtenants
obtain and comply with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws, except to the extent that failure to do any of the above could not
reasonably be expected to have a Material Adverse Effect.

     (b) Conduct and complete all investigations, studies, sampling and testing,
and all remedial, removal and other actions required under Environmental Laws
and promptly

<PAGE>

                                                                           77

comply with all lawful orders and directives of all Governmental Authorities
regarding Environmental Laws, except to the extent that failure to do any of the
above could not reasonably be expected to have a Material Adverse Effect.

     8.9 [Reserved]

     8.10 Additional Collateral, etc. (a) If at any time, as a result of the
amendment or refinancing of either Indenture, the Canadian Borrower or any of
its Subsidiaries is permitted to grant to the General Administrative Agent
security interests in additional Property that is not then a part of the
Collateral without causing such additional Property to equally and ratably
secure the securities under either Indenture, the Canadian Borrower will, at the
request of the General Administrative Agent, (i) promptly take such actions as
the General Administrative Agent shall reasonably request to grant to the
General Administrative Agent, or to cause the relevant Restricted Subsidiaries
to grant to the General Administrative Agent, perfected security interests in
such additional Property to secure such portion of the obligations of the
Borrowers under the Loan Documents (or to secure any guarantee obligations of
the relevant grantor under the Guarantee and Collateral Agreement) as shall be
permitted by the Indentures, (ii) cause to be delivered to the General
Administrative Agent such evidence of corporate action and such legal opinions
with respect to the actions described in the foregoing clause (i) as the General
Administrative Agent shall reasonably request (and, in the case of such Property
that is real property, comply with the provisions of Section 7.1(o) in respect
thereof) and (iii) thereafter, if the Canadian Borrower or any of its Restricted
Subsidiaries shall acquire any Property in which the Canadian Borrower or any of
its Restricted Subsidiaries is permitted to grant security interests in
additional Property that is not then a part of the Collateral without causing
such additional Property to equally and ratably secure the securities under
either Indenture, the Canadian Borrower will take the actions described in the
foregoing clauses (i) and (ii) in respect of such Property.

     (b) If at any time, as a result of the amendment or refinancing of either
Indenture, any Restricted Subsidiary of the Canadian Borrower is permitted to
guarantee any obligations of either Borrower under the Loan Documents without
concurrently guaranteeing any obligations of the Canadian Borrower in respect of
the securities under either Indenture, the Canadian Borrower will, at the
request of the General Administrative Agent, (i) promptly take such actions as
the General Administrative Agent shall reasonably request to cause the relevant
Restricted Subsidiary to become a guarantor party to the Guarantee and
Collateral Agreement to the extent permitted by the Indentures, (ii) cause to be
delivered to the General Administrative Agent such evidence of corporate action
and such legal opinions with respect to the actions described in the foregoing
clause (i) as the General Administrative Agent shall reasonably request and
(iii) thereafter, if the Canadian Borrower or any of its Restricted Subsidiaries
shall acquire or form any Restricted Subsidiary that would be permitted to
guarantee any obligations of either Borrower under the Loan Documents without
concurrently guaranteeing any obligations of the Canadian Borrower in respect of
the securities under either Indenture, the Canadian Borrower will take the
actions described in the foregoing clauses (i) and (ii) in respect of such
Restricted Subsidiary.
<PAGE>
                                                                              78

     8.11 Further Assurances. From time to time execute and deliver, or cause to
be executed and delivered, such additional instruments, certificates or
documents, and take such actions, as the General Administrative Agent may
reasonably request for the purposes of implementing or effectuating the
provisions of this Agreement and the other Loan Documents, or of more fully
perfecting or renewing the rights of the General Administrative Agent and the
Lenders with respect to the Collateral (or with respect to any additions thereto
or replacements or proceeds thereof or with respect to any other property or
assets hereafter acquired by either Borrower or any Restricted Subsidiary which
may be deemed to be part of the Collateral) pursuant hereto or thereto. Upon the
exercise by the General Administrative Agent or any Lender of any power, right,
privilege or remedy pursuant to this Agreement or the other Loan Documents which
requires any consent, approval, recording, qualification or authorization of any
Governmental Authority, the Borrowers will execute and deliver, or will cause
the execution and delivery of, all applications, certifications, instruments and
other documents and papers that the General Administrative Agent or such Lender
may be required to obtain from the Borrowers or any of their Restricted
Subsidiaries for such governmental consent, approval, recording, qualification
or authorization.

     8.12 Indenture Calculations . Deliver to the General Administrative Agent,
quarterly in concurrence with delivery of the financial statements pursuant to
8.1, a certificate setting forth calculations of the maximum amounts of
indebtedness permitted by clause (i) of the second paragraph of Section 4.03 of
each Indenture to be outstanding on the last day of such fiscal quarter, if
applicable, and, if such calculations demonstrate that either the Aggregate
Canadian Revolving Extensions of Credit or the Aggregate U.S. Revolving
Extensions of Credit plus the aggregate outstanding principal amount of Working
Capital Term Loans, in each case as of the last day of such fiscal quarter,
exceeded the maximum amounts permitted by clause (i) of the second paragraph of
Section 4.03 of either Indenture, immediately make such prepayments as shall be
required to cause the Borrowers to be in compliance with such provisions of the
Indentures.

                          SECTION 9. NEGATIVE COVENANTS

     The Borrowers hereby jointly and severally agree that, so long as the
Commitments remain in effect, any Letter of Credit remains outstanding or any
Loan or other amount is owing to any Lender or any Agent hereunder, each of the
Borrowers shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly:

     9.1 Financial Condition Covenants.

     (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as
at the last day of any period of four consecutive fiscal quarters of the
Canadian Borrower (or, if less, the number of full fiscal quarters subsequent to
the Closing Date) ending with any fiscal quarter set forth below to exceed the
ratio set forth below opposite such fiscal quarter:

<TABLE>
<CAPTION>
       Fiscal Quarter                                  Consolidated
       --------------                                  Leverage Ratio
                                                       --------------
       <S>                                             <C>
       FQ3 2001                                        3.15 to 1.00
</TABLE>

<PAGE>
                                                                              79
<TABLE>
       <S>                                             <C>
       FQ4 2001                                        3.15 to 1.00
       FQ1 2002                                        3.25 to 1.00
       FQ2 2002                                        3.25 to 1.00
       FQ3 2002                                        3.00 to 1.00
       FQ4 2002                                        2.75 to 1.00
       FQ1 2003                                        2.75 to 1.00
       FQ2 2003                                        2.75 to 1.00
       FQ3 2003                                        2.50 to 1.00
       FQ4 2003                                        2.50 to 1.00
       FQ1 2004                                        2.50 to 1.00
       FQ2 2004                                        2.50 to 1.00
       FQ3 2004                                        2.25 to 1.00
       FQ4 2004                                        2.25 to 1.00
       FQ1 2005                                        2.25 to 1.00
       FQ2 2005 and thereafter                         2.00 to 1.00
</TABLE>

; provided, that for the purposes of determining the ratio described above for
FQ3 2001, FQ4 2001 and FQ1 2002, Consolidated EBITDA for the relevant period
shall be deemed to equal Consolidated EBITDA for such fiscal quarter (and, in
the case of the latter two such determinations, each previous fiscal quarter
commencing after the Closing Date) multiplied by 4, 2 and 4/3, respectively.

     (b) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest
Coverage Ratio for any period of four consecutive fiscal quarters of the
Canadian Borrower (or, if shorter, the period commencing on the first day of FQ3
2001) ending with any fiscal quarter set forth below to be less than the ratio
set forth below opposite such fiscal quarter:

<TABLE>
<CAPTION>
       Fiscal Quarter                                  Consolidated
       --------------                                  Interest Coverage Ratio
                                                       -----------------------
       <S>                                             <C>
       FQ3 2001                                        3.25 to 1.00
       FQ4 2001                                        3.25 to 1.00
       FQ1 2002                                        3.25 to 1.00
       FQ2 2002                                        3.25 to 1.00
       FQ3 2002                                        3.25 to 1.00
       FQ4 2002                                        3.50 to 1.00
       FQ1 2003                                        3.50 to 1.00
       FQ2 2003                                        3.50 to 1.00
       FQ3 2003                                        3.50 to 1.00
       FQ4 2003                                        3.75 to 1.00
       FQ1 2004                                        3.75 to 1.00
       FQ2 2004                                        3.75 to 1.00
       FQ3 2004                                        3.75 to 1.00
       FQ4 2004                                        3.75 to 1.00
       FQ1 2005                                        3.75 to 1.00
</TABLE>


<PAGE>
                                                                              80
<TABLE>
       <S>                                             <C>
       FQ2 2005                                        3.75 to 1.00
       FQ3 2005                                        3.75 to 1.00
       FQ4 2005 and thereafter                         4.00 to 1.00
</TABLE>


     (c) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed
Charge Coverage Ratio for any period of four consecutive fiscal quarters of the
Canadian Borrower (or, if shorter, the period commencing on the first day of FQ3
2001) ending with any fiscal quarter set forth below to be less than the ratio
set forth below opposite such fiscal quarter:

<TABLE>
<CAPTION>

       Fiscal Quarter                           Consolidated
       --------------                           Fixed Charge Coverage Ratio
                                                ---------------------------
       <S>                                      <C>
       FQ3 2001                                 1.00 to 1.00
       FQ4 2001                                 1.00 to 1.00
       FQ1 2002                                 1.00 to 1.00
       FQ2 2002                                 1.00 to 1.00
       FQ3 2002                                 1.05 to 1.00
       FQ4 2002                                 1.05 to 1.00
       FQ1 2003                                 1.05 to 1.00
       FQ2 2003                                 1.05 to 1.00
       FQ3 2003                                 1.05 to 1.00
       FQ4 2003                                 1.05 to 1.00
       FQ1 2004                                 1.10 to 1.00
       FQ2 2004                                 1.15 to 1.00
       FQ3 2004                                 1.20 to 1.00
       FQ4 2004 and thereafter                  1.25 to 1.00
</TABLE>



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

     (a) Indebtedness of any Loan Party pursuant to any Loan Document;

     (b) (i) Indebtedness of either Borrower to the other Borrower or to any
Restricted Subsidiary, (ii) Indebtedness of any Restricted Subsidiary to another
Restricted Subsidiary and (iii) Subordinated Debt of either Borrower or any
Restricted Subsidiary to any Unrestricted Subsidiaries in an aggregate principal
amount not exceeding U.S.$5,000,000 at any time outstanding and provided, that
all Indebtedness pursuant to this Section 9.2(b) constituting an Investment by
either Borrower or any Restricted Subsidiary must be permitted by Section
9.8(c).

     (c) Indebtedness (including, without limitation, Capital Lease Obligations)
secured by Liens permitted by Section 9.3(g) in an aggregate principal amount
not to exceed U.S.$25,000,000 at any one time outstanding;

<PAGE>
                                                                              81

     (d) (i) any refinancing of the Canadian Borrower's 9-3/8% Senior Notes due
2005 or 8-1/2% Senior Notes due 2007 (provided, that such refinancing
Indebtedness shall be Indebtedness of the same obligor, shall not be in an
amount exceeding the principal amount of the Indebtedness refinanced thereby,
shall mature no earlier than one year after the final maturity of the Term Loans
and shall have covenants no more restrictive than those applicable to the
Indebtedness refinanced thereby) and (ii) Indebtedness outstanding on the date
hereof and listed on Schedule 9.2(d) and any refinancings, refundings, renewals
or extensions thereof (provided, that such refinancing Indebtedness shall be
Indebtedness of the same Obligor, shall not be in an amount exceeding the amount
of the Indebtedness refinanced thereby and shall mature no earlier than the
Indebtedness refinanced thereby);

     (e) (i) Guarantee Obligations made in the ordinary course of business by
either Borrower or any of its Restricted Subsidiaries of obligations of either
Borrower or any Subsidiary in an aggregate principal amount for both Borrowers
not exceeding U.S.$5,000,000 at any time outstanding, (ii) Guarantee Obligations
incurred in the ordinary course of business by any Restricted Subsidiary of
obligations of either Borrower not exceeding U.S.$5,000,000 at any time
outstanding, and (iii) Guarantee Obligations now in effect and described on
Schedule 9.2(e) (and replacements thereof in an amount not exceeding the amounts
of the obligations replaced); and

     (f) additional Indebtedness of either Borrower or any Subsidiary in an
aggregate principal amount (for the Borrowers and all Restricted Subsidiaries)
not to exceed at any one time outstanding U.S. $10,000,000.

     Notwithstanding the foregoing, the provisions of this Section 9.2 are
subject to the limitations in Section 12.19.

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

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

     (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 30 days or that are being contested in good
faith by appropriate proceedings;

     (c) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation;

     (d) deposits to secure the performance of bids, trade contracts (other than
for borrowed money), leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

     (e) easements, rights-of-way, restrictions and other similar encumbrances
incurred in the ordinary course of business that, in the aggregate, are not
substantial in amount



<PAGE>
                                                                              82

and which do not in any case materially detract from the value of the Property
subject thereto or materially interfere with the ordinary conduct of the
business of either Borrower or any Subsidiary;

     (f) Liens in existence on the date hereof listed on Schedule 9.3(f),
securing Indebtedness permitted by Section 9.2(d), and liens on the same
Property securing a refinancing of any such Indebtedness, provided that no such
Lien is spread to cover any additional Property after the Closing Date and that
the amount of Indebtedness secured thereby is not increased;

     (g) Liens securing Indebtedness of either Borrower or any Restricted
Subsidiary incurred pursuant to Section 9.2(c) to finance the acquisition of
fixed or capital assets, provided that (i) such Liens shall be created
substantially simultaneously with the acquisition of such fixed or capital
assets, (ii) such Liens do not at any time encumber any Property other than the
Property financed by such Indebtedness, (iii) the amount of Indebtedness secured
thereby is not increased and (iv) the amount of Indebtedness initially secured
thereby is more than 100% of the purchase price of such fixed or capital asset;

     (h) Liens created pursuant to the Security Documents;

     (i) any interest or title of a lessor under any lease entered into by
either Borrower or any Subsidiary in the ordinary course of its business and
covering only the assets so leased;

     (j) Liens on cash collateral provided in connection with Section 4.1; and

     (k) Liens not otherwise permitted by this Section 9.3 so long as neither
(i) the aggregate outstanding principal amount of the obligations secured
thereby nor (ii) the aggregate fair market value (determined, in the case of
each such Lien, as of the date such Lien is incurred) of the assets subject
thereto exceeds (as to the Borrowers and all Restricted Subsidiaries) at any one
time U.S.$5,000,000.

     9.4 Limitation on Fundamental Changes. Enter into any merger, consolidation
or amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of all or substantially all of its
Property or business, except that:

     (a) (i) any Restricted Subsidiary of the Canadian Borrower (other than the
U.S. Borrower or any of its Subsidiaries) may be merged or consolidated with or
into the Canadian Borrower (provided that the Canadian Borrower shall be the
continuing or surviving corporation) or with any other Subsidiary of the
Canadian Borrower and (ii) any Subsidiary of the U.S. Borrower may be merged or
consolidated with or into the U.S. Borrower or any other Subsidiary of the U.S.
Borrower;

     (b) (i) any Restricted Subsidiary of the U.S. Borrower may Dispose of any
or all of its assets (upon voluntary liquidation or otherwise) to the U.S.
Borrower or any Restricted Subsidiary of the U.S. Borrower, and may be
dissolved, and (ii) any Subsidiary of the Canadian Borrower other than the U.S.
Borrower or any Subsidiary of the U.S. Borrower may (upon voluntary liquidation
or otherwise) Dispose of any or all of its assets (other than Collateral) to



<PAGE>
                                                                              83

the Canadian Borrower or any Restricted Subsidiary of the Canadian Borrower, and
may be dissolved; and

     (c) any Restricted Subsidiary (other than the U.S. Borrower) may effect a
Permitted Acquisition by means of a merger or consolidation.

     9.5 Limitation on Disposition of Property. Dispose of any Property
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, or, in the case of any Restricted Subsidiary,
issue or sell any shares of such Restricted Subsidiary's Capital Stock to any
Person, or Dispose of the Georgia Facility, except:

     (a) the Disposition in the ordinary course of business of property not used
or useful;

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

     (c) Dispositions permitted by Section 9.4(b);

     (d) (i) the sale or issuance of the Capital Stock of any Subsidiary of the
U.S. Borrower to the U.S. Borrower or any Restricted Subsidiary of the U.S.
Borrower and (ii) the sale or issuance of the Capital Stock of any Subsidiary of
the Canadian Borrower (other than, at any time when a Default or Event of
Default under Section 10(a), or under Section 10(c) arising from a violation of
Section 9.1, shall have occurred and be continuing, any Subsidiary of the U.S.
Borrower) to the Canadian Borrower or any Restricted Subsidiary of the Canadian
Borrower;

     (e) the Disposition of other assets having a fair market value not to
exceed U.S.$10,000,000 in the aggregate for any fiscal year of the Canadian
Borrower;

     (f) any Recovery Event, provided, that the requirements of Section 5.5(d)
are complied with in connection therewith;

     (g) the Disposition of Menu Foods, Ltd. or its direct parent;

     (h) any Restricted Payment permitted by Section 9.6.; and

     (i) the Disposition of the Georgia Facility at any time after the Purchase
Money Term Loan has been repaid in full or with the consent of the Required
Lenders;

     Notwithstanding the foregoing, the provision of this Section 9.5 are
subject to the limitations in Section 12.19.

     9.6 Limitation on Restricted Payments. Declare or pay any dividend on, or
make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any Capital Stock of the Canadian Borrower, whether now or
hereafter outstanding, or make any other distribution in respect thereof, either
directly or indirectly, whether in cash or property or in obligations of either
Borrower or any Subsidiary, or enter into any derivatives or other transaction
with any


<PAGE>
                                                                              84

financial institution, commodities or stock exchange or clearinghouse (a
"Derivatives Counterparty") obligating either Borrower or any Subsidiary to make
payments to such Derivatives Counterparty as a result of any change in market
value of any such Capital Stock, or redeem, purchase, or set apart any assets
for a sinking fund or other analogous fund for the purchase, redemption,
defeasance, retirement or other acquisition of any of the Canadian Borrower's
outstanding 9-3/8% Senior Notes due 2005 or 8-1/2% Senior Notes due 2007,
("Redemption Restricted Payments"; collectively with the other payments listed
above, "Restricted Payments") (provided, that the Canadian Borrower can
refinance the entire outstanding principal amount of its 9-3/8% Senior Notes due
2005 and/or 8-1/2% Senior Notes due 2007 as permitted by Section 9.2(d)), except
that:

     (a) the Canadian Borrower may make Restricted Payments in the form of
common stock of the Canadian Borrower and may make Restricted Payments in the
form of preferred stock of the Canadian Borrower to pay in-kind dividends on its
preferred stock in accordance with the terms thereof;

     (b) so long as no Default or Event of Default has occurred and is
continuing, the Canadian Borrower may make Restricted Payments in any fiscal
quarter in an amount up to (i) 25% of Consolidated Net Income for the
immediately preceding fiscal quarter for any Restricted Payments, if the
Consolidated Leverage Ratio as of the last day of such immediately preceding
fiscal quarter is greater than or equal to 2.00 to 1.00; (ii) 50% of
Consolidated Net Income for such immediately preceding fiscal quarter, if the
Consolidated Leverage Ratio as of the last day of such fiscal quarter is less
than 2.00 to 1.00; (iii) at any time prior to July 1, 2002, up to an aggregate
amount of $15,000,000 of Redemption Restricted Payments; and (iv) and any time
on or after July 1, 2002, up to an aggregate amount of Redemption Restricted
Payments equal to the aggregate amount of optional prepayments of the Term Loans
made by the U.S. Borrower after July 1, 2002.

     (c) Restricted Payments by the Canadian Borrower or a Restricted Subsidiary
pursuant to employee benefit plans or incentive compensation plans, in each case
to the extent such Restricted Payments are compensation to executives or
employees (deductible as such for purposes of income taxes of the Canadian
Borrower or of the applicable Restricted Subsidiary).

     Notwithstanding the foregoing, the provision of this Section 9.6 are
subject to the limitations in Section 12.19.

     9.7 Limitation on Capital Expenditures. Make or commit to make any Capital
Expenditure, except (a) Capital Expenditures of the Canadian Borrower and its
Restricted Subsidiaries in the ordinary course of business not exceeding the
amount set forth below for each of the fiscal years of the Canadian Borrower ser
forth below:

<TABLE>
<CAPTION>

       Year                                            Maximum
       ----                                            Capital Expenditures
                                                       --------------------
       <S>                                             <C>
       2001                                            $50,000,000
       2002                                            $50,000,000
       2003                                            $50,000,000
</TABLE>
<PAGE>
                                                                           85
<TABLE>
<CAPTION>

<S>    <C>                                             <C>
       2004                                            $50,000,000
       2005 and thereafter                             $52,500,000
</TABLE>


     provided, that (i) up to 50% of any such amount referred to above, if not
so expended in the fiscal year for which it is permitted, may be carried over
for expenditure in the next succeeding fiscal year and (ii) Capital Expenditures
made pursuant to this clause (a) during any fiscal year shall be deemed made,
first, in respect of amounts permitted for such fiscal year as provided above
and second, in respect of amounts carried over from the prior fiscal year
pursuant to subclause (i) above and (b) Capital Expenditures made with the
proceeds of any Reinvestment Deferred Amount.

     9.8 Limitation on Investments. Make any advance, loan, extension of credit
(by way of guaranty or otherwise) or capital contribution to, or purchase any
Capital Stock, bonds, notes, debentures or other debt securities of, or any
assets constituting an ongoing business from, or make any other investment in,
any other Person (all of the foregoing, "Investments"), except:

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

     (b) investments in Cash Equivalents;

     (c) Investments arising in connection with the incurrence of Indebtedness
permitted by Section 9.2(b) and (e).

     (d) loans and advances to employees of the Canadian Borrower, the U.S.
Borrower or any of their Subsidiaries in the ordinary course of business
(including, without limitation, for travel, entertainment and relocation
expenses) in an aggregate amount for the Canadian Borrower, the U.S. Borrower
and any Subsidiaries not to exceed U.S.$1,000,000 at any one time outstanding;

     (e) the Acquisition;

     (f) Permitted Acquisitions;


     (g) Specified Business Combination;


     (h) (i) Investments in assets useful in the U.S Borrower's business or that
of its Restricted Subsidiaries made by the U.S. Borrower or any of its
Restricted Subsidiaries with the proceeds of any Reinvestment Deferred Amount
arising from Dispositions or Recovery Events with respect to assets of the U.S.
Borrower or such Restricted Subsidiary, as the case may be, and (ii) Investments
in assets useful in the Canadian Borrower's business or that of its Restricted
Subsidiaries made by the Canadian Borrower or any of its Restricted Subsidiaries
with the proceeds of any Reinvestment Deferred Amount arising from Dispositions
or Recovery Events with respect to assets of the Canadian Borrower or such
Restricted Subsidiary, as the case may be;
<PAGE>

                                                                           86

     (i) Investments by the Canadian Borrower in Cott U.K. in an aggregate
amount in any fiscal year equal to (i) if the Consolidated Leverage Ratio on the
last day of the immediately preceding fiscal year was greater than or equal to
2.00 to 1.00, U.S.$5,000,000 and (ii) if such Consolidated Leverage Ratio was
less than 2.00 to 1.00, U.S.$10,000,000; provided, that (A) Investments may be
made at any time in an amount equal to the aggregate amount of cash dividends,
and principal repayments in respect of Indebtedness of Cott U.K. to the Canadian
Borrower outstanding on the Closing Date, in each case received by the Canadian
Borrower from Cott U.K. from the Closing Date to the date of such Investment
(but only to the extent such amount has not been previously invested pursuant to
this clause (A)), and (B) no Investment may be made pursuant to this Section
9.8(i) at any time when a Default or an Event of Default has occurred and is
continuing;

     (j) loans, advances and guarantees to or in favor of co-packers and other
suppliers to assist them in meeting production requirements of the Borrowers or
their Subsidiaries, such as, by way of example only and not by way of
limitation, by making plant improvements or purchasing materials or equipment;

     (k) amounts used directly or indirectly to make capital contributions to
the U.S. Borrower;

     (l) Investments in the form of Indebtedness permitted by Section 9.2.

     (m) in addition to Investments otherwise expressly permitted by this
Section, Investments by the Borrowers or any of their Subsidiaries in an
aggregate amount (valued at cost) not to exceed U.S.$10,000,000 during the term
of this Agreement.

     Notwithstanding the foregoing, the provision of this Section 9.8 are
subject to the limitations in Section 12.19.

     9.9 Limitation on Unrestricted Subsidiaries. Designate any Subsidiary as an
Unrestricted Subsidiary on any date if after giving pro forma effect to such
designation as if it had occurred on the first day of the period of four fiscal
quarters most recently ended prior to such date, (a) the aggregate Consolidated
EBITDA of all Unrestricted Subsidiaries of the U.S. Borrower for the period of
four consecutive fiscal quarters most recently ended prior to such date would
constitute more than 5% of the Consolidated EBITDA of the U.S. Borrower for such
period, (b) the aggregate Consolidated EBITDA of all Unrestricted Subsidiaries
of the Canadian Borrower (other than Cott U.K.) for the period of four
consecutive fiscal quarters most recently ended prior to such date would
constitute more than 5% of the Consolidated EBITDA of the Canadian Borrower for
such period (excluding Consolidated EBITDA attributable to Cott U.K.), (c) the
aggregate consolidated assets of all Unrestricted Subsidiaries of the U.S.
Borrower as at the last day of the fiscal quarter most recently ended prior to
such date would constitute more than 5% of the consolidated assets of the U.S.
Borrower as at the last day of the fiscal quarter most recently ended prior to
such date, or (d) the aggregate consolidated assets of all Unrestricted
Subsidiaries of the Canadian Borrower (other than Cott U.K.) as at the last day
of the fiscal quarter most recently ended prior to such date would constitute
more than 5% of the consolidated assets of the Canadian Borrower (excluding
assets of Cott U.K.) as at the last day of the fiscal quarter most recently
ended prior to such date. For purposes of determining whether

<PAGE>

                                                                           87

an entity may be so designated as an Unrestricted Subsidiary (the "Proposed
Designated Entity") pursuant to this Section 9.9, the amount of Consolidated
EBITDA and assets of such Proposed Designated Entity and each Unrestricted
Subsidiary that is not (or after the designation would not be) wholly-owned
directly or indirectly by the Canadian Borrower shall be deemed to be only the
percentage amount of Consolidated EBITDA and assets attributable to the direct
or indirect ownership interest of the Canadian Borrower (e.g., if the Canadian
Borrower owns directly or indirectly 51% of the Proposed Designated Entity, then
only 51% of the assets and Consolidated EBITDA of such entity shall be used in
the calculation).

     9.10 Limitation on Transactions with Affiliates. Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of Property, the rendering of any service or the payment of any
management, advisory or similar fees, with any Affiliate (other than the
Canadian Borrower or the U.S. Borrower) unless such transaction is (a) otherwise
permitted under this Agreement, (b) in the ordinary course of business of the
Canadian Borrower, the U.S. Borrower or such Subsidiary, as the case may be, and
(c) upon fair and reasonable terms no less favorable to the Canadian Borrower,
the U.S. Borrower or such Subsidiary, as the case may be, than it would obtain
in a comparable arm's length transaction with a Person that is not an Affiliate.

     9.11 Limitation on Sales and Leasebacks. Enter into any arrangement with
any Person providing for the leasing by the Canadian Borrower, the U.S. Borrower
or any Restricted Subsidiary (other than pursuant to a lease constituting
Capital Lease Obligations) of real or personal property which has been or is to
be sold or transferred by the Canadian Borrower, the U.S. Borrower or such
Restricted Subsidiary to such Person or to any other Person to whom funds have
been or are to be advanced by such Person on the security of such property or
rental obligations of the Canadian Borrower, the U.S. Borrower or such
Restricted Subsidiary.

     9.12 Limitation on Changes in Fiscal Periods. Change the Canadian
Borrower's method of determining fiscal year end or fiscal quarters.

     9.13 Limitation on Negative Pledge Clauses. Enter into or suffer to exist
or become effective any agreement that prohibits or limits the ability of the
Canadian Borrower, the U.S. Borrower or any of their Restricted Subsidiaries to
create, incur, assume or suffer to exist any Lien upon any of its Property or
revenues, whether now owned or hereafter acquired, to secure the Obligations or,
in the case of any guarantor, its obligations under the Guarantee and Collateral
Agreement, other than (a) this Agreement and the other Loan Documents, (b) the
Indentures and (c) any agreements governing any purchase money Liens or Capital
Lease Obligations or other Liens otherwise permitted hereby (in which case, any
prohibition or limitation shall only be effective against the assets financed
thereby or subject to such permitted Liens).

     9.14 Limitation on Restrictions on Subsidiary Distributions. Enter into or
suffer to exist or become effective any consensual encumbrance or restriction on
the ability of any Restricted Subsidiary to (a) make Restricted Payments in
respect of any Capital Stock of such Restricted Subsidiary held by, or pay any
Indebtedness owed to, the Canadian Borrower, the U.S. Borrower or any other
Restricted Subsidiary, (b) make Investments in the Canadian Borrower, the U.S.
Borrower or any other Restricted Subsidiary or (c) transfer any of its assets to

<PAGE>

                                                                           88

the Canadian Borrower, the U.S. Borrower or any other Restricted Subsidiary,
except for such encumbrances or restrictions existing under or by reason of (i)
any restrictions existing under the Loan Documents or the Indentures and (ii)
any restrictions with respect to a Restricted Subsidiary imposed pursuant to an
agreement that has been entered into in connection with the Disposition of all
or substantially all of the Capital Stock or assets of such Restricted
Subsidiary.

     9.15 Limitation on Lines of Business. Enter into any business, either
directly or through any Restricted Subsidiary, except for those businesses in
which the Canadian Borrower and its Restricted Subsidiaries are engaged on the
date of this Agreement, or a similar or related line of business.

     9.16 Limitation on Amendments to Acquisition Documentation. (a) Amend,
supplement or otherwise modify (pursuant to a waiver or otherwise) the terms and
conditions of the indemnities and licenses furnished to the Canadian Borrower,
the U.S. Borrower or any of their Subsidiaries pursuant to the Acquisition
Documentation such that after giving effect thereto such indemnities or licenses
taken as a whole shall be materially less favorable to the interests of the Loan
Parties or the Lenders with respect thereto or (b) otherwise amend, supplement
or otherwise modify the terms and conditions of the Acquisition Documentation
except to the extent that any such amendment, supplement or modification could
not reasonably be expected to have a Material Adverse Effect.

     9.17 Limitation on Hedge Agreements. Enter into any Hedge Agreement other
than Hedge Agreements entered into in the ordinary course of business, and not
for speculative purposes, to protect against changes in interest rates,
commodity prices or foreign exchange rates.

                          Section 10. EVENTS OF DEFAULT

     If any of the following events shall occur and be continuing:

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

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

     (c) (i) any Loan Party shall default in the observance or performance of
any agreement contained in clause (i) or (ii) of Section 8.4(a) (with respect to
the Borrowers only), Section 8.7(a) or Section 9 (excluding Sections 9.2, 9.3 or
9.8 unless such default shall continue unremedied for a period of 10 days), or
in Section 5 of the Guarantee and Collateral Agreement or (ii) an "Event of
Default" under and as defined in any Mortgage shall have occurred and be
continuing; or
<PAGE>

                                                                           89

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

     (e) The Canadian Borrower, the U.S. Borrower or any Restricted Subsidiary
shall (i) default in making any payment of any principal of or interest on any
Indebtedness (including, without limitation, any Guarantee Obligation, but
excluding the Loans and Reimbursement Obligations) beyond the period of grace,
if any, provided in the instrument or agreement under which such Indebtedness
was created; or (ii) default in the observance or performance of any other
agreement or condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or beneficiary of such
Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity or to become subject to or mandatory offer to
purchase by the obligor thereunder or (in the case of any such Indebtedness
constituting a Guarantee Obligation) to become payable, unless the default or
other event or condition shall have been waived; provided, that a default, event
or condition described in clause (i) or (ii) of this paragraph (e) shall not at
any time constitute an Event of Default unless, at such time, one or more
defaults, events or conditions of the type described in clauses (i) and (ii) of
this paragraph (e) shall have occurred and be continuing with respect to
Indebtedness the outstanding principal amount of which exceeds in the aggregate
U.S.$10,000,000; or

     (f) (i) The Canadian Borrower, the U.S. Borrower or any Restricted
Subsidiary shall commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts (except for fundamental changes permitted by Section 9.4), or
(B) seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or the
Canadian Borrower, the U.S. Borrower or any Restricted Subsidiary shall make a
general assignment for the benefit of its creditors; or (ii) there shall be
commenced against the Canadian Borrower, the U.S. Borrower or any Restricted
Subsidiary any case, proceeding or other action of a nature referred to in
clause (i) above that (A) results in the entry of an order for relief or any
such adjudication or appointment or (B) remains undismissed, undischarged or
unbonded for a period of 60 days; or (iii) there shall be commenced against the
Canadian Borrower, the U.S. Borrower or any Restricted Subsidiary any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets that results in the entry of an order for any such relief that shall
not have been vacated, discharged, or stayed or bonded pending appeal within 60
days from the entry thereof; or (iv) the Canadian Borrower, the U.S. Borrower or
any Restricted Subsidiary shall take any action in furtherance of, or indicating
its consent to, approval of, or acquiescence in, any of the acts set forth in
clause (i), (ii), or (iii) above; or (v) the Canadian Borrower, the U.S.
Borrower or any Restricted Subsidiary shall generally not, or shall be unable
to, or shall admit in writing its inability to, pay its debts as they become
due; or
<PAGE>

                                                                           90

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

     (h) One or more judgments or decrees shall be entered against the Canadian
Borrower, the U.S. Borrower or any of their Subsidiaries involving the Canadian
Borrower, the U.S. Borrower and their Subsidiaries taken as a whole a liability
(not paid or fully covered by insurance as to which the relevant insurance
company has acknowledged coverage) of U.S.$10,000,000 or more, and all such
judgments or decrees shall not have been satisfied, vacated, discharged, stayed
or bonded pending appeal within 30 days from the entry thereof; or

     (i) Any of the Security Documents shall cease, for any reason (other than
by reason of the express release thereof pursuant to Section 12.15), to be in
full force and effect, or any Loan Party or any Affiliate of any Loan Party
shall so assert, or any Lien created by any of the Security Documents shall
cease to be enforceable and of the same effect and priority required by the Loan
Documents to be created thereby; or

     (j) The guarantee contained in Section 2 of the Guarantee and Collateral
Agreement shall cease, for any reason, to be in full force and effect or any
Loan Party or any Affiliate of any Loan Party shall so assert; or

     (k) Any Change of Control shall occur;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to either Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including, without limitation, all
Reimbursement Obligations, regardless of whether or not such Reimbursement
Obligations are then due and payable) shall immediately become due and payable,
and (B) if such event is any other Event of Default, either or both of the
following actions may be taken: (i) with the consent of the Required Lenders,
the General Administrative Agent may, or upon the request of the Required
Lenders, the General Administrative Agent shall, by notice to the Borrowers
declare the Commitments to be terminated forthwith, whereupon the Commitments
shall immediately terminate; (ii) with the consent of the Required Lenders, the
General

<PAGE>

                                                                           91

Administrative Agent may, or upon the direction of the Required Lenders, the
General Administrative Agent shall, by notice of default to the Borrowers,
declare the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement (including all amounts payable in respect of
Letters of Credit whether or not the beneficiaries thereof shall have presented
the drafts and other documents required thereunder) and the Notes to be due and
payable forthwith, whereupon the same shall immediately become due and payable
and (iii) the General Administrative Agent may, and upon the direction of the
Required Lenders shall, exercise any and all remedies and other rights provided
pursuant to this Agreement and/or the other Loan Documents.

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

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

                             Section 11. THE AGENTS

     11.1 Appointment. (a) Each Lender hereby irrevocably designates and
appoints the Agents as the agents of such Lender under this Agreement and the
other Loan Documents, and each Lender irrevocably authorizes each Agent, in such
capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to such Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, no Agent shall have any duties or responsibilities,
except those expressly set forth herein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against any Agent.

     (b) For greater certainty, and without limiting the powers of the General
Administrative Agent hereunder or under any of the other Loan Documents, each of
the Lenders hereby acknowledges that the General Administrative Agent shall, for
purposes of holding any security granted by the Canadian Borrower on the
Canadian Borrower's property pursuant to the laws of the Province of Quebec to
secure payment of the bond dated the date hereof issued by the Canadian Borrower
and pledged in favor of the General Administrative Agent (the "Bond"), be the
holder of an irrevocable power of attorney (fonde de pouvoir) (within the
meaning of the Civil Code of Quebec) for all present and future Lenders and in
particular for all present and

<PAGE>

                                                                           92

future holders of the Bond. Each of the Agents and Lenders hereby irrevocably
constitutes, to the extent necessary, the General Administrative Agent as the
holder of an irrevocable power of attorney (fonde de pouvoir) (within the
meaning of Article 2692 of the Civil Code of Quebec) in order to hold security
granted by the Canadian Borrower in the Province of Quebec to secure the Bond.
Each Eligible Assignee shall be deemed to have confirmed and ratified the
constitution of the General Administrative Agent as the holder of such
irrevocable power of attorney (fonde de pouvoir) by execution of the relevant
Assignment and Acceptance. Notwithstanding the provisions of Section 32 of the
Special Corporate Powers Act (Quebec), the General Administrative Agent may
acquire and be the holder of the Bond. The Canadian Borrower hereby acknowledges
that the Bond constitutes a title of indebtedness, as such term is used in
Article 2692 of the Civil Code of Quebec. For purposes of this Section 11(b),
the term "Lenders" mean all Lenders other than Purchase Money Term Loan Lenders.

     11.2 Delegation of Duties. Each Agent may execute any of its duties under
this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.

     11.3 Exculpatory Provisions. Neither any Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates shall be (i)
liable for any action lawfully taken or omitted to be taken by it or such Person
under or in connection with this Agreement or any other Loan Document (except to
the extent that any of the foregoing are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from its or such
Person's own gross negligence or willful misconduct) or (ii) responsible in any
manner to any of the Lenders for any recitals, statements, representations or
warranties made by any Loan Party or any officer thereof contained in this
Agreement or any other Loan Document or in any certificate, report, statement or
other document referred to or provided for in, or received by the Agents under
or in connection with, this Agreement or any other Loan Document or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Loan Document or for any failure of any Loan Party
to perform its obligations hereunder or thereunder. The Agents shall not be
under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Loan Party.

     11.4 Reliance by Agents. Each Agent shall be entitled to rely, and shall be
fully protected in relying, upon any instrument, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Loan Parties), independent accountants and other
experts selected by such Agent. The Agents may deem and treat the payee of any
Note as the owner thereof for all purposes unless such Note shall have been
transferred in accordance with Section 12.6 and all actions required by such
Section in connection with such transfer shall have been taken. Each Agent shall
be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive such advice
or concurrence of the Required

<PAGE>

                                                                           93

Lenders (or, if so specified by this Agreement, all Lenders or any other
instructing group of Lenders specified by this Agreement) as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense that may be incurred by it by reason
of taking or continuing to take any such action. Each Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement
and the other Loan Documents in accordance with a request of the Required
Lenders (or, if so specified by this Agreement, all Lenders or any other
instructing group of Lenders specified by this Agreement), and such request and
any action taken or failure to act pursuant thereto shall be binding upon all
the Lenders and all future holders of the Loans.

     11.5 Notice of Default. No Agent shall be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless
such Agent shall have received notice from a Lender or either Borrower referring
to this Agreement, describing such Default or Event of Default and stating that
such notice is a "notice of default". In the event that the General
Administrative Agent shall receive such a notice, the General Administrative
Agent shall give notice thereof to the Lenders. The General Administrative Agent
shall take such action with respect to such Default or Event of Default as shall
be reasonably directed by the Required Lenders (or, if so specified by this
Agreement, all Lenders or any other instructing group of Lenders specified by
this Agreement); provided that unless and until the General Administrative Agent
shall have received such directions, the General Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable in
the best interests of the Lenders.

     11.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly
acknowledges that neither any of the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates have
made any representations or warranties to it and that no act by any Agent
hereafter taken, including any review of the affairs of a Loan Party or any
affiliate of a Loan Party, shall be deemed to constitute any representation or
warranty by any Agent to any Lender. Each Lender represents to the Agents that
it has, independently and without reliance upon any Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the General
Administrative Agent hereunder, no Agent shall have any duty or responsibility
to provide any Lender with any credit or other information concerning the
business, operations, property, condition (financial or otherwise), prospects or
creditworthiness of any Loan Party or any affiliate of a Loan Party that may
come into the possession of such Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.
<PAGE>
                                                                              94


     11.7 Indemnification. The Lenders agree to indemnify each Agent in its
capacity as such (to the extent not reimbursed by the Borrowers and without
limiting the obligation of the Borrowers to do so), ratably according to their
respective Aggregate Exposure Percentages in effect on the date on which
indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Commitments shall have terminated and the Loans
shall have been paid in full, ratably in accordance with such Aggregate Exposure
Percentages immediately prior to such date), for, and to save each Agent
harmless from and against, any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever that may at any time (including, without limitation, at
any time following the payment of the Loans) be imposed on, incurred by or
asserted against such Agent in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent
under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such Agent's gross negligence or
willful misconduct. The agreements in this Section shall survive the payment of
the Loans and all other amounts payable hereunder.

     11.8 Agent in Its Individual Capacity. Each Agent and its affiliates may
make loans to, accept deposits from and generally engage in any kind of business
with any Loan Party as though such Agent were not an Agent. With respect to its
Loans made or renewed by it and with respect to any Letter of Credit issued or
participated in by it, each Agent shall have the same rights and powers under
this Agreement and the other Loan Documents as any Lender and may exercise the
same as though it were not an Agent, and the terms "Lender" and "Lenders" shall
include each Agent in its individual capacity.

     11.9 Successor Administrative Agent. The General Administrative Agent may
resign as General Administrative Agent and the Canadian Administrative Agent may
resign as Canadian Administrative Agent, in each case, upon 10 days' notice to
the Lenders and the Borrowers. If either Administrative Agent shall resign as
Administrative Agent under this Agreement and the other Loan Documents, then the
Required Lenders shall appoint from among the Lenders a successor agent for the
Lenders, which successor agent shall (unless an Event of Default under Section
10(a) or Section 10(f) with respect to the Borrowers shall have occurred and be
continuing) be subject to approval by the Borrowers (which approval shall not be
unreasonably withheld or delayed), whereupon such successor agent shall succeed
to the rights, powers and duties of the resigning Administrative Agent, and the
terms "General Administrative Agent" and "Canadian Administrative Agent", as the
case may be, shall mean such successor agent effective upon such appointment and
approval, and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. If no successor agent has accepted
appointment as General Administrative Agent or Canadian Administrative Agent, as
the case may be, by the date that is 10 days following a retiring Administrative
Agent's notice of resignation, the retiring Administrative Agent's resignation
shall nevertheless thereupon become effective, and the Lenders shall assume and
perform all of the duties of the retiring Administrative Agent




<PAGE>
                                                                              95



hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above. The Syndication Agent may, at any time, by notice
to the Lenders and the General Administrative Agent, resign as Syndication Agent
hereunder, whereupon the duties, rights, obligations and responsibilities of the
Syndication Agent hereunder shall automatically be assumed by, and inure to the
benefit of, the General Administrative Agent, without any further act by the
Syndication Agent, the General Administrative Agent or any Lender. The Working
Capital Facility Agent may, at any time, by notice to the Lenders and the
General Administrative Agent, resign as Working Capital Facility Agent
hereunder. If it does so, the General Administrative Agent shall appoint from
among the Lenders a successor working capital agent for the Lenders, which
successor agent shall be a commercial bank and shall (unless an Event of Default
under Section 10(a) or Section 10(f) with respect to the Borrowers shall have
occurred and be continuing) be subject to approval by the Borrowers (which
approval shall not be unreasonably withheld or delayed), whereupon such
successor agent shall succeed to the rights, powers and duties of the resigning
Working Capital Facility Agent, and the term "Working Capital Facility Agent"
shall mean such successor agent effective upon such appointment and approval,
and the former Working Capital Facility Agent's rights, powers and duties as
Working Capital Facility Agent shall be terminated, without any other or further
act or deed on the part of such former Working Capital Facility Agent or any of
the parties to this Agreement or any holders of the Loans. If no successor agent
has accepted appointment as Working Capital Facility Agent as the case may be,
by the date that is 10 days following a retiring Working Capital Facility
Agent's notice of resignation, the retiring Working Capital Facility Agent's
resignation shall nevertheless thereupon become effective, and the Lenders that
are commercial banks shall assume and perform all of the duties of the retiring
Working Capital Facility Agent hereunder until such time, if any, as the General
Administrative Agent appoints a successor agent as provided for above. After any
retiring Agent's resignation as Agent, the provisions of this Section 11 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement and the other Loan Documents.

     11.10 Authorization to Release Liens and Guarantees. Each Administrative
Agent is hereby irrevocably authorized by each of the Lenders to effect any
release of Liens or guarantee obligations contemplated by Section 12.15.

     11.11 The Arranger; the Syndication Agent. Neither the Arranger nor the
Syndication Agent, in their respective capacities as such, shall have duties or
responsibilities, and shall incur no liability, under this Agreement and the
other Loan Documents.

                           Section 12. MISCELLANEOUS

     12.1 Amendments and Waivers. Neither this Agreement or any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented, modified
or waived except in accordance with the provisions of this Section 12.1. The
Required Lenders and each Loan Party party to the relevant Loan Document may, or
(with the written consent of the Required Lenders) the Agents and each Loan
Party party to the relevant Loan Document may, from time to time, (a) enter into
written amendments, supplements or modifications hereto and to the other Loan
Documents (including amendments and restatements hereof or thereof) for the
purpose of adding any provisions to this Agreement or the other Loan Documents
or changing in any manner the rights of the Lenders or of the Loan Parties
hereunder or thereunder or (b) waive,




<PAGE>
                                                                              96


on such terms and conditions as may be specified in the instrument of waiver,
any of the requirements of this Agreement or the other Loan Documents or any
Default or Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, supplement or modification shall:

     (i)     forgive the principal amount or extend the final scheduled date of
             maturity of any Loan or Reimbursement Obligation, extend the
             scheduled date of any amortization payment in respect of any Term
             Loan, reduce the stated rate of any interest or fee payable
             hereunder or extend the scheduled date of any payment thereof, or
             increase the amount or extend the expiration date of any Commitment
             of any Lender, in each case without the written consent of each
             Lender directly affected thereby;

     (ii)    amend, modify or waive any provision of this Section or reduce any
             percentage specified in the definition of Required Lenders or
             Required Prepayment Lenders, consent to the assignment or transfer
             by the Borrowers of any of their rights and obligations under this
             Agreement and the other Loan Documents, release or subordinate all
             or substantially all of the Collateral under the Guarantee and
             Collateral Agreement, or release the Canadian Borrower from all or
             substantially all of its guarantee obligations under Section 2 of
             the Guarantee and Collateral Agreement, in each case without the
             consent of all Lenders (other than Defaulting Lenders);

     (iii)   reduce the percentage specified in the definition of Majority
             Facility Lenders (other than Defaulting Lenders) with respect to
             any Facility, or extend the length of Interest Periods, without the
             written consent of all Lenders under such Facility;

     (iv)    amend, modify or waive any provision herein which affects an
             Agent's duties or obligations hereunder (including, but not limited
             to, Section 11) without the written consent of any Agent directly
             affected thereby;

     (v)     amend, modify or waive any provision of Section 2.6 or 2.7 without
             the written consent of the Swing Line Lender or Section 3.6 and 3.7
             without the written consent of the Canadian Swing Line Lender;

     (vi)    amend, modify or waive any provision of Section 5.9 without written
             the consent of each Lender directly affected thereby;

     (vii)   amend, waive or modify any provision of Section 5.5(h) without the
             consent of each Term Loan Lender, or amend, waive or modify


<PAGE>

                                                                              97

             any provision of Section 5.5 without the written consent of the
             Required Prepayment Lenders; or

     (viii)  amend, modify or waive any provision of Section 4 without the
             consent of each Issuing Lender.

     Any such waiver and any such amendment, supplement or modification shall
apply equally to each of the Lenders and shall be binding upon the Loan Parties,
the Lenders, the Agents and all future holders of the Loans. In the case of any
waiver, the Loan Parties, the Lenders and the Agents shall be restored to their
former position and rights hereunder and under the other Loan Documents, and any
Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon. Any such waiver,
amendment, supplement or modification shall be effected by a written instrument
signed by the parties required to sign pursuant to the foregoing provisions of
this Section; provided, that delivery of an executed signature page of any such
instrument by facsimile transmission shall be effective as delivery of a
manually executed counterpart thereof.

     For the avoidance of doubt, this Agreement and any other Loan Document may
be amended (or amended and restated) with the written consent of the Required
Lenders, the General Administrative Agent and each Loan Party to each relevant
Loan Document (x) to add one or more additional credit facilities to this
Agreement 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 and Revolving
Extensions of Credit and the accrued interest and fees in respect thereof and
(y) to include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders, Required Prepayment Lenders and Majority
Facility Lenders.

     12.2 Notices. All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing (including by telecopy), and,
unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when delivered, or three Business Days after being deposited in
the mail, postage prepaid, or, in the case of telecopy notice, when received,
addressed (a) in the case of the Borrowers and the Agents, as follows and (b) in
the case of the Lenders, as set forth in an administrative questionnaire
delivered to the General Administrative Agent or on Schedule I to the Lender
Addendum to which such Lender is a party or, in the case of a Lender which
becomes a party to this Agreement pursuant to an Assignment and Acceptance, in
such Assignment and Acceptance or (c) in the case of any party, to such other
address as such party may hereafter notify to the other parties hereto:

     The Canadian Borrower:                 Cott Corporation
                                            207 Queen's Quay West, Suite 340
                                            Toronto, Ontario M5J 1A7
                                            Attention:  V.P. Treasurer
                                            Telecopy:  (416) 203-6209
                                            Telephone: (416) 203-5206

<PAGE>


                                                                              98


     With a copy to:                        Mark Halperin, General Counsel
                                            Cott Corporation-Legal Department
                                            207 Queen's Quay West
                                            Toronto, Ontario M5J 1A7
                                            Telecopy:  (416) 203-5609
                                            Telephone:  (416) 203-5604

     The U.S.  Borrower:                    BCB USA Corp.
                                            5405 Cypress Center Dr. Suite 100
                                            Tampa, Florida  33609
                                            Attention:  V.P. Treasurer
                                            Telecopy:  (416) 203-6209
                                            Telephone: (416) 203-5206

     With a copy to:                        Mark Halperin, General Counsel
                                            Cott Corporation-Legal Department
                                            207 Queen's Quay West
                                            Toronto, Ontario M5J 1A7
                                            Telecopy:  (416) 203-5609
                                            Telephone:  (416) 203-5604
<PAGE>


                                                                              99


     The Syndication Agent:                 First Union National Bank
                                            Consumer Products Group
                                            301 South College Street,
                                            DC-5, NC0760
                                            Charlotte, NC  28288-0760
                                            Attention:  David Silander, Director
                                            Telecopy:  (704) 374-4793
                                            Telephone: (704) 383-5124

     Working Capital Facility Agent:        First Union National Bank
                                            Consumer Products Group
                                            301 South College Street,
                                            DC-5, NC0760
                                            Charlotte, NC  28288-0760
                                            Attention:  David Silander, Director
                                            Telecopy:  (704) 374-4793
                                            Telephone: (704) 383-5124

                                            With a copy to:

                                            First Union National Bank
                                            201 South College Street, CP-17
                                            Charlette, NC  28288-1183
                                            Attention:  Erika Myers
                                            Telecopy: (704) 383-7999
                                            Telephone:  (704)-383-0296


     The General Administrative Agent:      Lehman Commercial Paper Inc.
                                            3 World Financial Center
                                            New York, New York 10285
                                            Attention:  Andrew Keith
                                            Telecopy:  (212) 526-7691
                                            Telephone:  (212) 526-5059

     The Canadian Administrative Agent:     Bank of Montreal
                                            100 Kings Street West, 19th Floor
                                            1st Canadian Place
                                            Toronto, Ontario  M5X-1A1
                                            Attention:  Manager Global
                                            Distribution Canada
                                            Telecopy:  (416) 867-5718
                                            Telephone: (416)-867-5612

     The Canadian Supplemental Revolving    Bank of Montreal

<PAGE>

                                                                             100

     Credit Lender:                         100 Kings Street West, 19th Floor
                                            1st Canadian Place
                                            Toronto, Ontario  M5X-1A1
                                            Attention:  Manager Global
                                            Distribution Canada
                                            Telecopy:  (416) 867-5718
                                            Telephone: (416)-867-5612


     provided that any notice, request or demand to or upon the any Agent, the
Issuing Lender or any Lender shall not be effective until received and
telecopied notice received after 4:00 P.M. New York City time on any Business
Day or received on any day which is not a Business Day is deemed to have been
received on the following Business Day.

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

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

     12.5 Payment of Expenses. The Borrowers agree (a) to pay or reimburse the
General Administrative Agent for all its reasonable out-of-pocket costs and
expenses incurred in connection with the syndication of the Facilities and the
development, preparation and execution of, and any amendment, supplement or
modification to, this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements and other charges of
counsel to the General Administrative Agent, (b) to pay or reimburse each Lender
and the General Administrative Agent for all their costs and expenses incurred
in connection with the enforcement or preservation of any rights under this
Agreement, the other Loan Documents and any other documents prepared in
connection herewith or therewith, including, without limitation, the fees and
disbursements of counsel to each Lender and of counsel to the Agents, (c) to
pay, indemnify, or reimburse each Lender and the Agents for, and hold each
Lender and the Agents harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify or reimburse each Lender, each Agent, their respective
affiliates, and their respective officers, directors, trustees, employees,
advisors, agents and controlling persons (each, an "Indemnitee") for, and hold
each

<PAGE>

                                                                             101

Indemnitee harmless from and against any and all other liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Agreement, the
other Loan Documents and any such other documents, including, without
limitation, any of the foregoing relating to the use of proceeds of the Loans or
the violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of each of the Borrowers or any of its Subsidiaries
or any of the Properties and the fees and disbursements and other charges of
legal counsel in connection with claims, actions or proceedings by any
Indemnitee against the Borrowers hereunder, but excluding costs and expenses
described in clause (a) incurred by any Lender other than the General
Administrative Agent (all the foregoing in this clause (d), collectively, the
"Indemnified Liabilities"), provided, that the Borrowers shall have no
obligation hereunder to any Indemnitee with respect to Indemnified Liabilities
to the extent such Indemnified Liabilities are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of such Indemnitee. Without
limiting the foregoing, and to the extent permitted by applicable law, the
Borrowers agree not to assert and to cause its Subsidiaries not to assert, and
hereby waive and agree to cause its Subsidiaries so to waive, all rights for
contribution or any other rights of recovery with respect to all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and expenses
of whatever kind or nature, under or related to Environmental Laws, that any of
them might have by statute or otherwise against any Indemnitee. All amounts due
under this Section shall be payable not later than 30 days after written demand
therefor. Statements payable by each Borrower pursuant to this Section shall be
submitted to Catherine M. Brennan (Telephone No. 416-203-5602) (Fax No.
416-203-6209) with a copy to Mark Halperin (Telephone No. 416-203-3604) (Fax No.
416-203-3609), at the address of such Borrower set forth in Section 12.2, or to
such other Person or address as may be hereafter designated by such Borrower in
a notice to the General Administrative Agent. The agreements in this Section
shall survive repayment of the Loans and all other amounts payable hereunder.

     12.6 Successors and Assigns; Participations and Assignments. (a) This
Agreement shall be binding upon and inure to the benefit of the Borrowers, the
Lenders, the Agents, all future holders of the Loans and their respective
successors and assigns, except that neither Borrower may assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of the Agents and each Lender.

     (b) Any Lender may, without the consent of either Borrower, in accordance
with applicable law, at any time sell to one or more Eligible Assignees (each, a
"Participant") participating interests in any Loan owing to such Lender, any
Commitment of such Lender or any other interest of such Lender hereunder and
under the other Loan Documents. In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Loan for all purposes under this Agreement
and the other Loan Documents, and the relevant Borrower and the Agents shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement and the other Loan
Documents. In no event shall any Participant under any such participation have
any right to approve or disapprove any amendment or waiver of any provision of
any Loan Document, or any

<PAGE>

                                                                             102


consent to any departure by any Loan Party therefrom, or to direct the Lender
granting the participation with respect to any such amendment, waiver or
consent, except to the extent that such amendment, waiver or consent would
require the consent of all Lenders pursuant to Section 12.1. Each Borrower
agrees that if amounts outstanding under this Agreement and the Loans are due or
unpaid, or shall have been declared or shall have become due and payable upon
the occurrence of an Event of Default, each Participant shall, to the maximum
extent permitted by applicable law, be deemed to have the right of setoff in
respect of its participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interest were owing
directly to it as a Lender under this Agreement, provided that, in purchasing
such participating interest, such Participant shall be deemed to have agreed to
share with the Lenders the proceeds thereof as provided in Section 12.7(a) as
fully as if such Participant were a Lender hereunder. Each Borrower also agrees
that each Participant shall be entitled to the benefits of Sections 5.11, 5.12
and 5.13 with respect to its participation in the Commitments and the Loans
outstanding from time to time as if such Participant were a Lender; provided
that, in the case of Section 5.12, such Participant shall have complied with the
requirements of said Section, and provided, further, that no Participant shall
be entitled to receive any greater amount pursuant to any such Section than the
transferor Lender would have been entitled to receive in respect of the amount
of the participation transferred by such transferor Lender to such Participant
had no such transfer occurred.

     (c) Any Lender (an "Assignor") may, in accordance with applicable law and
upon written notice to the General Administrative Agent, at any time and from
time to time assign to any Lender or any affiliate or Control Investment
Affiliate thereof or and Person, with the consent of the U.S. Borrower and the
General Administrative Agent and, in the case of any assignment of Revolving
Credit Commitments, the written consent of the Issuing Lender and the Swing Line
Lender or Canadian Swing Line Lender, as the case may be (which, in each case,
shall not be unreasonably withheld or delayed) (provided that no such consent
need be obtained for an assignment (x) by the General Administrative Agent, (y)
to another Lender or an affiliate or Related Fund of a Lender or (z) with
respect to any assignment of funded Term Loans), to an Eligible Assignee all or
any part of its rights and obligations under this Agreement pursuant to an
Assignment and Acceptance, substantially in the form of Exhibit E, executed by
such Assignee and such Assignor (and, where the consent of the U.S. Borrower or
the General Administrative Agent or the Issuing Lender or the Swing Line Lender
is required pursuant to the foregoing provisions, by the U.S. Borrower and such
other Persons) and delivered to the General Administrative Agent for its
acceptance and recording in the Register; provided that no such assignment to an
Assignee (other than any Lender or any affiliate thereof) shall be in an
aggregate principal amount of less than U.S.$1,000,000, in the case of
assignments of Term Loans (other than in the case of an assignment of all of a
Lender's interests under this Agreement), and U.S.$5,000,000, in the case of
assignments under the U.S. Revolving Credit Facility or the Canadian Revolving
Credit Facility (other than in the case of an assignment of all of a Lender's
interests under this Agreement), unless otherwise agreed by the U.S. Borrower
and the General Administrative Agent. Any assignment under the Term Loan
Facility must include a ratable portion of the Purchase Money Term Loan Facility
and the Working Capital Term Loan Facility. Upon such execution, delivery,
acceptance and recording, from and after the effective date determined pursuant
to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party
hereto and, to the extent provided in such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder with Commitments and/or Loans as
set forth therein, and

<PAGE>

                                                                             103


(y) the Assignor thereunder shall, to the extent provided in such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of an Assignor's rights and
obligations under this Agreement, such Assignor shall cease to be a party
hereto, except as to Section 5.12, 5.13 and 12.5 in respect of the period prior
to such effective date). Notwithstanding any provision of this Section, (i) the
consent of the U.S. Borrower shall not be required for any assignment that
occurs at any time when any Event of Default shall have occurred and be
continuing and (ii) so long as one Lender holds 100% of the Canadian Revolving
Credit Commitment and the Canadian Supplemental Revolving Credit Commitment,
such Lender may not assign any portion of either such Commitment. For purposes
of the minimum assignment amounts set forth in this paragraph, multiple
assignments by two or more Related Funds shall be aggregated.

     (d) The General Administrative Agent (together with the Canadian
Administrative Agent, in the case of Canadian Facility Loans) shall, on behalf
of the relevant Borrower, maintain at its address referred to in Section 12.2 a
copy of each Assignment and Acceptance delivered to it and a register (the
"Register") for the recordation of the names and addresses of the Lenders and
the Commitment of, and principal amount of the Loans owing to, each Lender from
time to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrowers, each Agent and the Lenders shall treat each
Person whose name is recorded in the Register as the owner of the Loans and any
Notes evidencing such Loans recorded therein for all purposes of this Agreement.
Any assignment of any Loan, whether or not evidenced by a Note, shall be
effective only upon appropriate entries with respect thereto being made in the
Register (and each Note shall expressly so provide). Any assignment or transfer
of all or part of a Loan evidenced by a Note shall be registered on the Register
only upon surrender for registration of assignment or transfer of the Note
evidencing such Loan, accompanied by a duly executed Assignment and Acceptance;
thereupon one or more new Notes in the same aggregate principal amount shall be
issued to the designated Assignee, and the old Notes shall be returned by the
General Administrative Agent to the relevant Borrower marked "canceled". The
Register shall be available for inspection by the Borrowers or any Lender (with
respect to any entry relating to such Lender's Loans) at any reasonable time and
from time to time upon reasonable prior notice.

     (e) Upon its receipt of an Assignment and Acceptance executed by an
Assignor and an Assignee (and, in any case where the consent of any other Person
is required by Section 12.6(c), by each such other Person) together with payment
to the General Administrative Agent (or the Canadian Administrative Agent for
assignments of Canadian Facility Loans) of a registration and processing fee of
$3,500 (treating multiple, simultaneous assignments by or to two or more Related
Funds as a single assignment) (except that no such registration and processing
fee shall be payable (y) in connection with an assignment by or to a Lehman
Entity or (z) in the case of an Assignee which is already a Lender or is an
affiliate or Related Fund of a Lender or a Person under common management with a
Lender), the General Administrative Agent shall (i) promptly accept such
Assignment and Acceptance and (ii) on the effective date determined pursuant
thereto record the information contained therein in the Register and give notice
of such acceptance and recordation to the Borrowers. On or prior to such
effective date, the relevant Borrower, at its own expense, upon request, shall
execute and deliver to the General Administrative Agent (in exchange for the
U.S. Revolving Credit Note, Canadian Revolving Credit Note and/or applicable
Term Notes, as the case may be, of the assigning Lender) a new

<PAGE>


                                                                             104

U.S. Revolving Credit Note, Canadian Revolving Credit Note and/or applicable
Term Notes, as the case may be, to the order of such Assignee in an amount equal
to the U.S. Revolving Credit Commitment, Canadian Revolving Credit Commitment
and/or applicable Term Loans, as the case may be, assumed or acquired by it
pursuant to such Assignment and Acceptance and, if the Assignor has retained a
U.S. Revolving Credit Commitment, Canadian Revolving Credit Commitment and/or
Term Loans, as the case may be, upon request, a new U.S. Revolving Credit Note,
Canadian Revolving Credit Note and/or Term Notes, as the case may be, to the
order of the Assignor in an amount equal to the U.S. Revolving Credit
Commitment, Canadian Revolving Credit Commitment and/or applicable Term Loans,
as the case may be, retained by it hereunder. Such new Note or Notes shall be
dated the Closing Date and shall otherwise be in the form of the Note or Notes
replaced thereby.

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

     (g) Notwithstanding anything to the contrary contained herein, any Lender
(a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC"),
identified as such in writing from time to time by the Granting Lender to the
General Administrative Agent and the Borrowers, the option to provide to the
Borrowers all or any part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrowers pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any SPC to make any Loan and
(ii) if an SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Loan, the Granting Lender shall be obligated to make
such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any state thereof. In addition,
notwithstanding anything to the contrary in this Section 12.6(g), any SPC may
(A) with notice to, but without the prior written consent of, each Borrower and
the General Administrative Agent and without paying any processing fee therefor,
assign all or a portion of its interests in any Loans to the Granting Lender, or
with the prior written consent of the Borrowers and the General Administrative
Agent (which consent shall not be unreasonably withheld) to any financial
institutions providing liquidity and/or credit support to or for the account of
such SPC to support the funding or maintenance of Loans, and (B) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC; provided that non-public
information with respect to the Borrowers may be disclosed only with the
Borrower's consent which will not be unreasonably withheld.


<PAGE>

                                                                             105

This paragraph (g) may not be amended without the written consent of any SPC
with Loans outstanding at the time of such proposed amendment.

     12.7 Adjustments; Set-off. (a) If any Lender (for purposes of this
sentence, a "Benefitted Lender") shall at any time prior to any date on which
the Commitments are terminated and the Loans or Reimbursement Obligations become
due and payable pursuant to Section 10 (an "Acceleration") receive any payment
of all or part of the Extensions of Credit made by such Benefitted Lender to any
Borrower, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off or otherwise), in a greater
proportion than any such payment to or collateral received by any other Lender,
if any, in respect of such other Lender's Extensions of Credit made by it to
such Borrower, or interest thereon (in each case except to the extent that this
Agreement provides for payments to be allocated to the Lenders under a
particular Facility) then such Benefitted Lender shall purchase for cash from
the other Lenders a participating interest in such portion of each such other
Lender's Extensions of Credit to 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 with each of the Lenders ratably
(based upon the respective aggregate Commitments and Extensions of Credit to
such Borrower immediately prior to receipt by such Benefitted Lender of such
payment or collateral); 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. If any Benefitted Lender
shall at any time after an Acceleration receive any payment of all or part of
the aggregate amount of the Extensions of Credit made by such Benefitted Lender
to all Borrowers, or interest thereon, or receive any collateral in respect
thereof (whether voluntarily, by set-off, pursuant to events or proceedings of
the nature referred to in Section 10(f), or otherwise), in a greater proportion
than any such payment or collateral received by any other Lender, if any, in
respect by the aggregate amount of the Extensions of Credit made by such Lender
to all Borrowers, or interest thereon, then such Benefitted Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Extensions of Credit, 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 with each of the Lenders
ratably (based upon the respective Aggregate Exposure Percentages of the Lenders
immediately prior to receipt by such Benefitted Lender of such payment or
collateral); provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefitted Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest.

     (b) In addition to any rights and remedies of the Lenders provided by law,
each Lender shall have the right, without prior notice to the Borrowers, any
such notice being expressly waived by the Borrowers to the extent permitted by
applicable law, upon any amount becoming due and payable by the Borrowers
hereunder (whether at the stated maturity, by acceleration or otherwise), to set
off and appropriate and apply against such amount any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or


<PAGE>

                                                                             106

agency thereof to or for the credit or the account of the Borrowers. Each Lender
agrees promptly to notify the Borrowers and the General Administrative Agent
after any such setoff and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such setoff and
application.

     12.8 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement or of a
Lender Addendum by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrowers and the General
Administrative Agent.

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

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

     12.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     12.12 Submission To Jurisdiction; Waivers. Each of the Borrowers hereby
irrevocably and unconditionally:

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

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

     (c) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to either Borrower, as the
case may be, at its address set forth in


<PAGE>

                                                                             107


Section 12.2 or at such other address of which the General Administrative
Agent shall have been notified pursuant thereto;

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

     (e) waives, to the maximum extent not prohibited by law, any right it may
have to claim or recover in any legal action or proceeding referred to in this
Section any special, exemplary, punitive or consequential damages.

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

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

     12.14 Acknowledgments. Each of the Borrowers hereby acknowledges that:

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

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

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

     12.15 Confidentiality. Each of the Agents, the Arranger and the Lenders
agrees to keep confidential all non-public information provided to it by any
Loan Party pursuant to this Agreement; provided that nothing herein shall
prevent any Agent or any Lender from disclosing


<PAGE>

                                                                             108


any such information (a) to the Arranger, any Agent, any other Lender, (b) to
any Participant or Assignee (each, a "Transferee") or prospective Transferee
that agrees to comply with the provisions of this Section or is otherwise bound
by law or contract to keep such information confidential, (c) to any of its
employees, directors, agents, attorneys, accountants and other professional
advisors on a "need to know basis" who agree or are otherwise under a legal duty
to keep such information confidential, (d) to any financial institution that is
a direct or indirect contractual counterparty in swap agreements or such
contractual counterparty's professional advisor (so long as such contractual
counterparty or professional advisor to such contractual counterparty agrees to
be bound by the provisions of this Section or is otherwise bound by law or
contract to keep such information confidential), (e) upon the request or demand
of any Governmental Authority having jurisdiction over it, (f) in response to
any order of any court or other Governmental Authority or as may otherwise be
required pursuant to any Requirement of Law, (g) in connection with any
litigation or similar proceeding involving any Loan Party, (h) that has been
publicly disclosed other than in breach of this Section, (i) to the National
Association of Insurance Commissioners or any similar organization or any
nationally recognized rating agency that requires access to information about a
Lender's investment portfolio in connection with ratings issued with respect to
such Lender or (j) in connection with the exercise of any remedy hereunder or
under any other Loan Document.

     12.16 Release of Collateral and Guarantee Obligations.

     (a) Notwithstanding anything to the contrary contained herein or in any
other Loan Document, upon request of the relevant Borrower in connection with
any Disposition of Property permitted by the Loan Documents, the relevant
Administrative Agent shall take such actions as shall be required to release its
security interest in any Collateral being Disposed of in such Disposition, and
to release any guarantee obligations under any Loan Document of any Person being
Disposed of in such Disposition, to the extent necessary to permit consummation
of such Disposition in accordance with the Loan Documents.

     (b) Notwithstanding anything to the contrary contained herein or any other
Loan Document, when all obligations of the Borrowers secured by the Security
Documents (other than obligations in respect of any Hedge Agreement) have been
paid in full, all Commitments have terminated or expired and no Extensions of
Credit shall be outstanding, upon request of the relevant Borrower, the relevant
Administrative Agent shall (without notice to, or vote or consent of, any
Lender, or any affiliate of any Lender that is a party to any Hedge Agreement)
take such actions as shall be required to release its security interest in all
Collateral, and to release all guarantee obligations under any Loan Document,
whether or not on the date of such release there may be outstanding obligations
in respect of Hedge Agreements. Any such release of guarantee obligations shall
be deemed subject to the provision that such guarantee obligations shall be
reinstated if after such release any portion of any payment in respect of the
obligations guaranteed thereby shall be rescinded or must otherwise be restored
or returned upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of any Borrower, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, any
Borrower or any substantial part of its property, or otherwise, all as though
such payment had not been made.


<PAGE>


                                                                             109

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

     12.18 Delivery of Lender Addenda. Each initial Lender shall become a party
to this Agreement by delivering to the General Administrative Agent a Lender
Addendum duly executed by such Lender, the Borrowers and the General
Administrative Agent.

     12.19 Limitations on Restrictions

     Notwithstanding anything in this Agreement to the contrary, for so long as
the Indentures remain in effect, none of the provisions of this Agreement shall
be deemed to prohibit the U.S. Borrower or any Restricted Subsidiary from paying
dividends to, making loans to or transferring assets to the Canadian Borrower or
any Restricted Subsidiary (as defined in the relevant Indenture) or taking any
other action specifically referenced in Section 4.05 of either such Indenture
for so long as it shall remain in effect, to the extent (but only to the extent)
that any such prohibition is not permitted under the terms of such Indenture.

     12.20 WAIVERS OF JURY TRIAL. THE BORROWERS, THE AGENTS AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.



<PAGE>


                                                                             110

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

                            COTT CORPORATION,

                            By /s/ Catherine Brennan
                               ---------------------------------------------
                            Name:
                            Title:

                            BCB USA CORP.,

                            By /s/ Catherine Brennan
                               ---------------------------------------------
                            Name:
                            Title:

                            LEHMAN BROTHERS INC., as Arranger

                            By /s/ G. Andrew Keith
                               ---------------------------------------------
                            Name: G. Andrew Keith
                            Title: Senior Vice President

                            FIRST UNION NATIONAL BANK, as Syndication Agent

                            By /s/ Edward H. Ross
                               ---------------------------------------------
                            Name: Edward H. Ross
                            Title: Senior Vice President

                            FIRST UNION NATIONAL BANK, as Working
                            Capital Facility Agent

                            By /s/ Edward H. Ross
                               ---------------------------------------------
                            Name: Edward H. Ross
                            Title: Senior Vice President

                            LEHMAN COMMERCIAL PAPER INC., as
                            General Administrative Agent

                            By /s/ G. Andrew Keith
                               ---------------------------------------------
                            Name: G. Andrew Keith
                            Title: Authorized Signatory


<PAGE>



                            BANK OF MONTREAL, as Canadian
                            Administrative Agent

                            By /s/ Sid Levin
                               ---------------------------------------------
                            Name: Sid Levin
                            Title: Managing Director
                                   Diversified Canada
                                   Asset Portfolio Management


<PAGE>




                                                                         Annex A

    PRICING GRID FOR U.S. REVOLVING CREDIT LOANS AND CANADIAN FACILITY LOANS*

<TABLE>
<CAPTION>


Level                                              Applicable Margin     Facility Fee Rate*
            Consolidated     Applicable Margin    Base Rate Loans and
           Leverage Ratio    Eurodollar Loans*     Prime Rate Loans*
-----      --------------    -----------------    -------------------    ------------------
<S>             <C>                <C>                    <C>                  <C>
 I         (more than or           2.50%                  1.25%                0.50%
           equal to) 2.25

 II        (more than or           2.25%                  1.00%                0.50%
           equal to) 1.75

III        (more than or           1.75%                  0.50%                0.50%
           equal to) 1.25

 IV        (less than) 1.25         1.5%                  .375%               .375%
</TABLE>




*   Notwithstanding the foregoing grid, until the delivery to the Lenders of the
Canadian Borrower's financial statements for the fourth fiscal quarter of 2001,
the Applicable Margin will be 2.50% for Canadian Facility Loans and U.S.
Facility Loans (other than Term Loans) that are Eurodollar Loans, and the
Facility Fee Rate will be 0.50%.