<PAGE>   1

                                  Exhibit (10a)

                                                                  EXECUTION COPY



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


                           FIVE YEAR CREDIT AGREEMENT

                                   dated as of

                                  June 30, 2000

                                      among

                                 USG CORPORATION
                                   as Borrower

                            The Lenders Party Hereto

                            THE CHASE MANHATTAN BANK
                             as Administrative Agent

                            THE TORONTO-DOMINION BANK
                                as Canadian Agent

                         BANK ONE, NA and CITIBANK, N.A.
                              as Syndication Agents

                                       and

                              BANK OF AMERICA, N.A.
                             as Documentation Agent

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

                              CHASE SECURITIES INC.
                   as Sole Lead Arranger and Sole Book Manager





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



<PAGE>   2


ARTICLE I       Definitions....................................................1

SECTION 1.01.   Defined Terms..................................................1
SECTION 1.02.   Classification of Loans and Borrowings........................24
SECTION 1.03.   Terms Generally...............................................25
SECTION 1.04.   Accounting Terms; GAAP........................................25
SECTION 1.05.   Exchange Rates................................................25

ARTICLE II      The Credits...................................................26

SECTION 2.01.   Commitments...................................................26
SECTION 2.02.   Loans and Borrowings..........................................26
SECTION 2.03.   Requests for Revolving Borrowings.............................27
SECTION 2.04.   Canadian Bankers' Acceptances.................................29
SECTION 2.05.   Competitive Bid Procedure.....................................33
SECTION 2.06.   Swingline Loans...............................................35
SECTION 2.07.   Letters of Credit.............................................38
SECTION 2.08.   Funding of Borrowings.........................................44
SECTION 2.09.   Repayment of Borrowings; Evidence of Debt.....................45
SECTION 2.10.   Interest Elections............................................46
SECTION 2.11.   Termination and Reduction of Commitments......................47
SECTION 2.12.   Increase in Commitments.......................................48
SECTION 2.13.   Prepayment of Loans...........................................51
SECTION 2.14.   Fees..........................................................52
SECTION 2.15.   Interest......................................................54
SECTION 2.16.   Alternate Rate of Interest....................................56
SECTION 2.17.   Increased Costs...............................................56
SECTION 2.18.   Break Funding Payments........................................57
SECTION 2.19.   Taxes.........................................................58
SECTION 2.20.   Payments Generally; Pro Rata Treatment; Sharing of Setoffs....59
SECTION 2.21.   Mitigation Obligations; Replacement of Lenders................61
SECTION 2.22.   Designation of Canadian Borrowers.............................62

ARTICLE III     Representations and Warranties................................62

SECTION 3.01.   Organization; Corporate Powers................................63
SECTION 3.02.   Authority.....................................................63
SECTION 3.03.   Subsidiaries; Ownership of Capital Stock......................63
SECTION 3.04.   No Conflict...................................................63
SECTION 3.05.   Governmental Consents.........................................64
SECTION 3.06.   Governmental Regulation.......................................64
SECTION 3.07.   Labor Matters.................................................64
SECTION 3.08.   Litigation; Material Adverse Effects..........................64
SECTION 3.09.   Payment of Taxes..............................................64
SECTION 3.10.   Margin Stock..................................................65
SECTION 3.11.   No Material Misstatements.....................................65




<PAGE>   3


SECTION 3.12.   Requirements of Law...........................................65
SECTION 3.13.   Environmental Matters.........................................65
SECTION 3.14.   ERISA.........................................................66
SECTION 3.15.   Assets and Properties.........................................66
SECTION 3.16.   Agreements....................................................67
SECTION 3.17.   Financial Statements..........................................67

ARTICLE IV      Conditions....................................................67

SECTION 4.01.   Effective Date................................................67
SECTION 4.02.   Each Credit Event.............................................68
SECTION 4.03.   Initial Credit Event for each Canadian Borrower...............69

ARTICLE V       Affirmative Covenants.........................................69

SECTION 5.01.   Corporate Existence; Corporate Powers; Etc....................69
SECTION 5.02.   Compliance with Laws, Etc.....................................70
SECTION 5.03.   Maintenance of Properties; Insurance..........................70
SECTION 5.04.   Payment of Taxes and Claims...................................70
SECTION 5.05.   Inspection of Property; Books and Records.....................70
SECTION 5.06.   ERISA.........................................................71
SECTION 5.07.   Financial Statements..........................................71
SECTION 5.08.   Notices of Material Events....................................73

ARTICLE VI      Negative Covenants............................................73

SECTION 6.01.   Debt..........................................................73
SECTION 6.02.   Sales of Assets...............................................74
SECTION 6.03.   Liens.........................................................75
SECTION 6.04.   Transactions with Affiliates..................................76
SECTION 6.05.   Fundamental Changes...........................................76
SECTION 6.06.   Sales and Lease-Back..........................................76
SECTION 6.07.   Restrictive Agreements........................................76
SECTION 6.08.   No More Restrictive Covenants.................................77
SECTION 6.09.   Financial Covenants...........................................77

ARTICLE VII     Events of Default.............................................77

SECTION 7.01.   Events of Default.............................................77
SECTION 7.02.   Rights and Remedies...........................................81

ARTICLE VIII    The Agents....................................................81


ARTICLE IX      Collection Allocation Mechanism...............................84


ARTICLE X       Guarantee.....................................................85


                                       ii

<PAGE>   4


ARTICLE XI      Miscellaneous.................................................86

SECTION 11.01.  Notices.......................................................86
SECTION 11.02.  Waivers; Amendments...........................................87
SECTION 11.03.  Expenses; Indemnity; Damage Waiver............................89
SECTION 11.04.  Successors and Assigns........................................90
SECTION 11.05.  Survival......................................................93
SECTION 11.06.  Counterparts; Integration; Effectiveness......................93
SECTION 11.07.  Severability..................................................94
SECTION 11.08.  Right of Setoff...............................................94
SECTION 11.09.  Governing Law; Jurisdiction; Consent to Service of Process....94
SECTION 11.10.  WAIVER OF JURY TRIAL..........................................95
SECTION 11.11.  Headings......................................................95
SECTION 11.12.  Confidentiality...............................................96
SECTION 11.13.  Conversion of Currencies......................................96
SECTION 11.14.  Non-Reliance by the Lenders...................................96


SCHEDULES:

Schedule 2.01  --  Lenders and Commitments

Schedule 2.07  --  Existing Letters of Credit

Schedule 2.20  --  Payment Instructions

Schedule 3.03  --  Subsidiaries

Schedule 3.08  --  Litigation; Material Adverse Effects

Schedule 3.13  --  Environmental Matters

Schedule 3.14  --  ERISA

Schedule 6.01  --  Existing Debt

Schedule 6.03  --  Existing Liens

Schedule 6.07  --  Existing Restrictive Agreements

EXHIBITS:

Exhibit A-1    --  Form of Borrowing Subsidiary Agreement

Exhibit A-2    --  Form of Borrowing Subsidiary Termination

Exhibit B      --  Form of Assignment and Acceptance

Exhibit C-1    --  Form of Opinion of Special Counsel for the Administrative
                   Agent

Exhibit C-2    --  Form of Opinion of Assistant General Counsel of the Company



                                      iii

<PAGE>   5



          FIVE YEAR CREDIT AGREEMENT dated as of June 30, 2000, among USG
CORPORATION, a Delaware corporation (the "Company"); the CANADIAN BORROWERS (as
defined herein) (the Company and the Canadian Borrowers being collectively
called the "Borrowers"); the LENDERS from time to time party hereto; THE CHASE
MANHATTAN BANK, as Administrative Agent; THE TORONTO-DOMINION BANK, as Canadian
Agent; BANK ONE, NA and CITIBANK, N.A., as Syndication Agents; and BANK OF
AMERICA, N.A., as Documentation Agent.

          The Company has requested the Lenders (such term and each other
capitalized term used and not otherwise defined herein having the meaning
assigned to it in Article I) to extend credit in the form of (a) US Tranche
Commitments under which the Company may obtain Loans in US Dollars in an
aggregate principal amount at any time outstanding that will not result in the
sum of the US Tranche Revolving Exposures and the Competitive Loan Exposures
exceeding $325,000,000, (b) Canadian Tranche Commitments under which the
Canadian Borrowers may obtain Loans and Acceptances in Canadian Dollars and the
Company may obtain Loans in US Dollars in an aggregate principal amount at any
time outstanding that will not result in the Canadian Tranche Exposure exceeding
$75,000,000, (c) Letters of Credit in US Dollars in an aggregate stated amount
at any time outstanding up to $75,000,000 and (d) Letters of Credit in Canadian
Dollars in an aggregate stated amount at any time outstanding up to $10,000,000.
The Company has also requested the Lenders to provide a procedure pursuant to
which the Company may invite the Lenders to bid on an uncommitted basis on
short-term Loans to the Company.

          The Lenders are willing to establish the credit facilities referred to
in the preceding paragraph upon the terms and subject to the conditions set
forth herein. Accordingly, the parties hereto agree as follows:


                                   ARTICLE I

                                   Definitions

          SECTION 1.01   Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

          "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

          "Acceptance" means a Draft issued by a Canadian Borrower and accepted
by a Canadian Tranche Lender pursuant to this Agreement.

          "Acceptance Proceeds" means the cash proceeds derived from the sale of
a specified Acceptance before deduction of the Stamping Fee.

          "Adjusted LIBO Rate" means, with respect to any Eurocurrency Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory



<PAGE>   6


Reserve Rate.

          "Administrative Agent" means The Chase Manhattan Bank, in its capacity
as administrative agent for the Lenders hereunder.

          "Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent or the Canadian Agent, as
applicable.

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

          "Agents" means, collectively, the Administrative Agent and the
Canadian Agent.

          "Alternate Base Rate" means, for any day, a rate per annum equal to
the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate
in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect
on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a
change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.

          "Applicable Agent" means (a) with respect to a Loan, Borrowing or
Letter of Credit denominated in US Dollars, and with respect to any payment
hereunder that does not relate to a particular Loan, Borrowing or Letter of
Credit, the Administrative Agent and (b) with respect to a Loan, Acceptance,
Borrowing or Letter of Credit denominated in Canadian Dollars, the Canadian
Agent.

          "Applicable Rate" means, for any day, with respect to (i) any Loan of
any Type, (ii) the Stamping Fee for any Acceptance or (iii) the facility fees
payable hereunder, as the case may be, the applicable rate per annum set forth
under the appropriate caption in the table below, based upon the ratings by
Moody's and S&P, respectively, applicable on such date to the Index Debt:

<TABLE>
<CAPTION>
=====================================================================================================================
                               ABR/C$ Prime Rate            Eurocurrency     Stamping Fee Rate      Facility Fee
                               ---------------------------------------------------------------------------------
      Index Debt Ratings:           Spread                     Spread                                   Rate
      -------------------           ------                     ------                                   ----
  <S>                         <C>                          <C>              <C>                    <C>
---------------------------------------------------------------------------------------------------------------------
          Category 1                      0%                   0.22%               0.22%               0.08%
          ----------
            = A2/A
---------------------------------------------------------------------------------------------------------------------
          Category 2                      0%                   0.275%              0.275%              0.10%
          ----------
             A3/A-
---------------------------------------------------------------------------------------------------------------------
          Category 3                      0%                   0.375%              0.375%              0.125%
          ----------
           Baa1/BBB+
---------------------------------------------------------------------------------------------------------------------
          Category 4                      0%                   0.475%              0.475%              0.15%
          ----------
           Baa2/BBB
---------------------------------------------------------------------------------------------------------------------
          Category 5                      0%                   0.575%              0.575%              0.175%
          ----------
           Baa3/BBB-
---------------------------------------------------------------------------------------------------------------------
          Category 6                      0%                   1.025%              1.025%              0.225%
          ----------
          <Baa3/BBB-
=====================================================================================================================
</TABLE>



                                       2


<PAGE>   7


          For purposes of the foregoing,

               (i)   if either Moody's or S&P shall not have in effect a rating
     for the Index Debt (other than by reason of the circumstances referred to
     in the last sentence of this definition), then such rating agency shall be
     deemed to have established a rating in Category 6;

               (ii)  if the ratings established or deemed to have been
     established by Moody's and S&P for the Index Debt shall fall within
     different Categories, the Applicable Rate shall be based on the higher of
     the two ratings, unless one of the two ratings is two or more Categories
     lower than the other, in which case the Applicable Rate shall be determined
     by reference to the Category next below that of the higher of the two
     ratings; and

               (iii) if the ratings established or deemed to have been
     established by Moody's and S&P for the Index Debt shall be changed (other
     than as a result of a change in the rating system of Moody's or S&P), such
     change shall be effective as of the date on which it is first announced by
     the applicable rating agency, irrespective of when notice of such change
     shall have been furnished by the Company to the Administrative Agent and
     the Lenders pursuant to Section 5.07(f) hereof or otherwise. Each change in
     the Applicable Rate shall apply during the period commencing on the
     effective date of such change and ending on the date immediately preceding
     the effective date of the next such change. If the rating system of Moody's
     or S&P shall change, or if either such rating agency shall cease to be in
     the business of rating corporate debt obligations, the Company and the
     Lenders shall negotiate in good faith to amend this definition to reflect
     such changed rating system or the unavailability of ratings from such
     rating agency and, pending the effectiveness of any such amendment, the
     Applicable Rate shall be determined by reference to the rating most
     recently in effect prior to such change or cessation.

          "Assessment Rate" means, for any day, the annual assessment rate in
effect on such day that is payable by a member of the Bank Insurance Fund
classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative Agent to be representative of
the cost of such insurance to the Lenders.

          "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 11.04), and accepted by the Administrative Agent, in the
form of Exhibit B or any other form approved by the Administrative Agent.

          "Average Life" means, as of any date, with respect to any debt or
redeemable equity security, the quotient obtained by dividing (i) the sum of the
products of (x) the number of



                                       3
<PAGE>   8


years from such date to the date of each scheduled principal or redemption
payment (including any sinking fund or mandatory redemption payment
requirements) of such debt or equity security multiplied in each case by (y) the
amount of such principal or redemption payments by (ii) the sum of all such
principal or redemption payments.

          "Bankruptcy Code" means Title 11 of the United States Code (11
U.S.C.ss.ss. 101 et seq.), as amended from time to time, or any successor
statute.

          "Base CD Rate" means the sum of (a) the Three-Month Secondary CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

          "Benefit Plan" means a pension plan as defined in Section 3(2) of
ERISA (other than a Multiemployer Plan) which is subject to the provisions of
Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA in respect
of which the Company or an ERISA Affiliate is, or within the immediately
preceding five (5) years was, an "employer" as defined in Section 3(5) of ERISA.

          "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

          "Borrower" means the Company or any Canadian Borrower.

          "Borrowing" means Loans (including one or more Competitive Loans or
Swingline Loans) of the same Class, Type and currency, made, converted or
continued on the same date and, in the case of Eurocurrency Loans or Fixed Rate
Loans, as to which a single Interest Period is in effect, or Acceptances issued
on the same date and having the same maturity date.

          "Borrowing Minimum" means (a) in the case of a Borrowing (other than
Swingline Loans) denominated in US Dollars, $5,000,000 and (b) in the case of a
Borrowing denominated in Canadian Dollars, C$5,000,000.

          "Borrowing Multiple" means (a) in the case of a Borrowing denominated
in US Dollars, $1,000,000 and (b) in the case of a Borrowing denominated in
Canadian Dollars, C$1,000,000.

          "Borrowing Request" means a request by a Borrower for a Revolving
Borrowing or a Borrowing of Acceptances in accordance with Section 2.03.

          "Borrowing Subsidiary Agreement" means a Borrowing Subsidiary
Agreement substantially in the form of Exhibit A-1.

          "Borrowing Subsidiary Termination" means a Borrowing Subsidiary
Termination substantially in the form of Exhibit A-2.

          "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided, that (a) when used in connection with a Eurocurrency
Loan, the term "Business Day"



                                       4
<PAGE>   9


shall also exclude any day on which banks are not open for dealings in deposits
in US Dollars in the London interbank market and (b) when used in connection
with a Loan denominated in Canadian Dollars, an Acceptance or a Canadian Letter
of Credit, the term "Business Day" shall also exclude any day on which banks are
not open for dealings in deposits in Canadian Dollars in Toronto.

          "Calculation Date" means the last Business Day of each calendar month.

          "CAM" means the mechanism for the allocation and exchange of interests
in the Tranches and collections thereunder established under Article IX.

          "CAM Exchange" means the exchange of the Lender's interests provided
for in Article IX.

          "CAM Exchange Date" means the date on which any event referred to in
Section 7.01 (g) or (h) shall occur in respect of the Company.

          "CAM Percentage" means, as to each Lender, a fraction, expressed as a
decimal, of which (a) the numerator shall be the aggregate US Dollar Equivalent
(determined on the basis of Exchange Rates prevailing on the CAM Exchange Date)
of the Specified Obligations owed to such Lender and such Lender's participation
in undrawn amounts of Letters of Credit immediately prior to the CAM Exchange
Date and (b) the denominator shall be the aggregate US Dollar Equivalent (as so
determined) of the Specified Obligations owed to all the Lenders and the
aggregate undrawn amount of outstanding Letters of Credit immediately prior to
such CAM Exchange Date.

          "Canadian Agent" means The Toronto-Dominion Bank, in its capacity as
Canadian administrative agent for the Canadian Tranche Lenders hereunder.

          "Canadian Borrower" means any Canadian Subsidiary that has been
designated as such pursuant to Section 2.22 and that has not ceased to be a
Canadian Borrower as provided in such Section. The Company shall be deemed to be
a Canadian Borrower for purposes of Section 2.14(c)(ii) and (iv) with respect to
any Existing Letter of Credit denominated in Canadian Dollars.

          "Canadian Dollars" or "C$" means the lawful money of Canada.

          "Canadian Issuing Bank" means The Toronto-Dominion Bank, in its
capacity as the issuer of Canadian Letters of Credit hereunder, and its
successors in such capacity as provided in Section 2.07(i). The Canadian Issuing
Bank may, in its discretion, arrange for one or more Canadian Letters of Credit
to be issued by Affiliates of the Canadian Issuing Bank, in which case the term
"Canadian Issuing Bank" shall include any such Affiliate with respect to
Canadian Letters of Credit issued by such Affiliate. "Canadian Issuing Bank"
also means Chase, solely in its capacity as issuer of any Existing Letter of
Credit denominated in Canadian Dollars.

          "Canadian LC Exposure" means at any time the sum of (a) the aggregate
undrawn amount of all outstanding Canadian Letters of Credit at such time and
(b) the aggregate amount



                                       5
<PAGE>   10


of all LC Disbursements with respect to Canadian Letters of Credit that have not
yet been reimbursed by or on behalf of the applicable Borrower at such time. The
Canadian LC Exposure of any Canadian Tranche Lender at any time shall be such
Lender's Canadian Tranche Percentage of the aggregate Canadian LC Exposure.

          "Canadian Letter of Credit" means any letter of credit denominated in
Canadian Dollars issued pursuant to this Agreement for the account of any
Canadian Borrower by the Canadian Issuing Bank on behalf of Lenders holding
Canadian Tranche Commitments and any Existing Letter of Credit denominated in
Canadian Dollars.

          "Canadian Prime Rate", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the C$ Prime Rate.

          "Canadian Subsidiary" means any Subsidiary that is incorporated or
otherwise organized under the laws of Canada or any province thereof.

          "Canadian Swingline Exposure" means, at any time, the aggregate
principal amount of all Canadian Swingline Loans outstanding at such time. The
Canadian Swingline Exposure of any Canadian Tranche Lender at any time shall be
its Canadian Tranche Percentage of the total Canadian Swingline Exposure at such
time.

          "Canadian Swingline Lender" means The Toronto-Dominion Bank, in its
capacity as lender of Canadian Swingline Loans hereunder.

          "Canadian Swingline Loan" means a Loan made by the Canadian Swingline
Lender pursuant to Section 2.06(b).

          "Canadian Tranche Commitment" means, with respect to each Canadian
Tranche Lender, the commitment of such Canadian Tranche Lender to make Canadian
Tranche Revolving Loans and to accept Drafts pursuant to Section 2.01(b) and to
acquire participations in Canadian Letters of Credit and Canadian Swingline
Loans hereunder, expressed as an amount representing the maximum aggregate
amount of such Canadian Tranche Lender's Canadian Tranche Exposure hereunder, as
such commitment may be (a) reduced from time to time pursuant to Section 2.11,
(b) increased from time to time pursuant to Section 2.12 and (c) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 11.04. The initial amount of each Canadian Tranche Lender's
Canadian Tranche Commitment is set forth on Schedule 2.01, or in the Assignment
and Acceptance pursuant to which Canadian Tranche Lender shall have assumed its
Canadian Tranche Commitment, as applicable. The aggregate amount of the Canadian
Tranche Commitments on the date hereof is $75,000,000.

          "Canadian Tranche Exposure" means, with respect to any Canadian
Tranche Lender at any time, the sum at such time, without duplication, of the US
Dollar Equivalents of (a) such Lender's Canadian Tranche Percentage of the sum
of the principal amounts of the outstanding Canadian Tranche Revolving Loans and
the face amounts of the outstanding Acceptances, plus (b) the aggregate amount
of such Canadian Tranche Lender's Canadian LC



                                       6
<PAGE>   11


Exposure and Canadian Swingline Exposure.

          "Canadian Tranche Lender" means a Lender with a Canadian Tranche
Commitment.

          "Canadian Tranche Percentage" means, with respect to any Canadian
Tranche Lender, the percentage of the total Canadian Tranche Commitments
represented by such Lender's Canadian Tranche Commitment. If the Canadian
Tranche Commitments have terminated or expired, the Canadian Tranche Percentages
shall be determined based upon the Canadian Tranche Commitments most recently in
effect, giving effect to any assignments.

          "Canadian Tranche Revolving Borrowing" means a Borrowing comprised of
Canadian Tranche Revolving Loans or Acceptances.

          "Canadian Tranche Revolving Loan" means a Loan made by a Canadian
Tranche Lender pursuant to Section 2.01(b). Each Canadian Tranche Revolving Loan
made to the Company shall be denominated in US Dollars and shall be a
Eurocurrency Loan or an ABR Loan, and each Canadian Tranche Revolving Loan made
to a Canadian Borrower shall be denominated in Canadian Dollars and shall be a
Canadian Prime Rate Loan.

          "Capital Lease" means any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, the
obligations with respect to which are required to be classified and accounted
for as capital leases on a balance sheet of the lessee under GAAP.

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

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

               (b)  the annual rate of interest equal to the sum of (A) the CDOR
          BA Rate (using a maturity of one month) in effect on such day and (B)
          1% per annum.

To the extent that the C$ Prime Rate as determined under clause (a) above is not
available, the C$ Prime Rate will be determined in accordance with clause (b)
above.

          "CDOR BA Rate" means (i) with respect to any Acceptance accepted by a
Schedule I Bank, the yearly rate of interest determined by the Canadian Agent to
be equivalent to the average of the yields applicable to banker's acceptances
denominated in Canadian Dollars for Schedule I Banks for any specified maturity
quoted on the Reuters Money Market CDOR page under "Canadian Interbank Bid BA
Rates" on the day of determination (or on the preceding day, if such day is not
a Business Day) and (ii) with respect to any Acceptance accepted by a Canadian
Tranche Lender other than a Schedule I Bank, subject to section 2.04(j), the sum
of (A)



                                       7
<PAGE>   12


such yearly rate of interest determined as set forth under clause (i) and
(B) 0.10% per annum. For the purposes of such pricing, the Canadian Agent shall
notify the Canadian Tranche Lenders of the CDOR BA Rate applicable to them as
soon as is reasonably practicable.

          "Change in Law" means (a) the adoption or coming into force of any
law, rule or regulation after the date of this Agreement, (b) any change in any
law, rule or regulation or in the interpretation or application thereof by any
Governmental Authority after the date of this Agreement or (c) compliance by any
Lender or Issuing Bank or by any lending office of such Lender or by such
Lender's or Issuing Bank's holding company with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement.

          "Chase" means The Chase Manhattan Bank and its successors.

          "Class", when used in reference to (a) any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are US Tranche
Revolving Loans, Competitive Loans, Swingline Loans or Canadian Tranche
Revolving Loans, or whether such Borrowing is a Borrowing of Acceptances, and
(b) any Commitment, refers to whether such Commitment is a US Tranche Commitment
or a Canadian Tranche Commitment.

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

          "Commission" means the Securities and Exchange Commission and any
Person succeeding to the functions thereof.

          "Commitment" means a US Tranche Commitment or a Canadian Tranche
Commitment.

          "Company" has the meaning assigned to such term in the heading of this
Agreement.

          "Competitive Bid" means an offer by a Lender to make a Competitive
Loan in accordance with Section 2.05.

          "Competitive Bid Rate" means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

          "Competitive Bid Request" means a request for Competitive Bids in
accordance with Section 2.05.

          "Competitive Borrowing" means a Borrowing comprised of Competitive
Loans.

          "Competitive Loan" means a Loan made pursuant to Section 2.05. Each
Competitive Loan shall be a Eurocurrency Loan or a Fixed Rate Loan.

          "Competitive Loan Exposure" means, with respect to any Lender at any
time, the aggregate principal amount of the outstanding Competitive Loans of
such Lender.



                                       8
<PAGE>   13


          "Confidential Information Memorandum" means the Confidential
Information Memorandum dated June 2000 distributed to the Lenders, together with
the appendices thereto, as amended through the date hereof.

          "Contractual Obligation", as applied to any Person, means any
provision of any securities issued by that Person or any indenture, mortgage,
deed of trust, contract, undertaking, document, instrument or other agreement or
instrument to which that Person is a party or by which it or any of its
properties is bound, or to which it or any of its properties is subject
(including, without limitation, any restrictive covenant affecting such Person
or any of its properties).

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

          "Conversion" means a conversion of a Canadian Prime Rate Loan or an
Acceptance pursuant to Section 2.04(l).

          "Customary Permitted Liens" means:

          (i)    Liens (other than Environmental Liens and any Lien imposed
     under ERISA) for taxes, assessments or charges of any Governmental
     Authority for claims not yet due or which are being contested in good faith
     by appropriate proceedings and with respect to which adequate reserves or
     other appropriate provisions are being maintained in accordance with GAAP;

          (ii)   statutory Liens of landlords and Liens of carriers,
     warehousemen, mechanics, materialmen and other Liens (other than any Lien
     imposed under ERISA) imposed by law, created in the ordinary course of
     business and for amounts not yet due or which are being contested in good
     faith by appropriate proceedings and with respect to which adequate
     reserves or other appropriate provisions are being maintained in accordance
     with GAAP;

          (iii)  Liens (other than any Lien imposed under ERISA) incurred or
     deposits made in the ordinary course of business (including, without
     limitation, security deposits for leases, surety bonds and appeal bonds) in
     connection with workers' compensation, liability insurance or
     self-insurance, unemployment insurance and other types of social security
     benefits or to secure the performance of tenders, bids, contracts (other
     than for the repayment or guarantee of borrowed money or purchase money
     obligations), statutory obligations and other similar obligations or
     arising as a result of progress payments under government contracts;

          (iv)   easements (including, without limitation, reciprocal easement
     agreements and utility agreements), rights-of-way, liens with respect to
     municipal and zoning ordinances, covenants, consents, reservations,
     encroachments, minor defects or irregularities in title, variations and
     other restrictions, charges or encumbrances (whether



                                       9
<PAGE>   14


     or not recorded) affecting the use of real property, which individually or
     in the aggregate do not or could not reasonably be expected to have a
     Material Adverse Effect;

          (v)    Liens incurred with respect to rights of agents for collection
     for the Company and its Subsidiaries under assignments of chattel paper,
     accounts, instruments, or general intangibles for purposes of collection in
     the ordinary course of business;

          (vi)   Liens in favor of customs and revenue authorities arising as a
     matter of law to secure payment of customs duties in connection with the
     importation of goods;

          (vii)  purchase money security interests of suppliers with respect to
     goods supplied, which security interests have not been perfected by filing
     or by the taking of possession of collateral and which have not been in
     existence more than ninety (90) days; and

          (viii) extensions, renewals or replacements of any Lien referred to in
     clauses (i) through (vi) above; provided, that (A) in the case of
     paragraphs (i) through (iii) above, the principal amount of the obligation
     secured thereby is not increased and (B) any such extension, renewal or
     replacement is limited to the property originally encumbered thereby.

          "Debt" at any time means, with respect to the Company and its
Subsidiaries on a consolidated basis, without duplication, the sum of (i) the
aggregate outstanding principal balance of all Revolving Loans, all Competitive
Loans and all Swingline Loans at such time, (ii) the aggregate principal amount
of indebtedness of the Company and its consolidated Subsidiaries at such time,
(iii) the outstanding principal amount of Capital Leases of the Company and its
consolidated Subsidiaries at such time, (iv) all reimbursement obligations and
other liabilities of the Company and its consolidated Subsidiaries with respect
to letters of credit, other than letters of credit issued in connection with the
incurrence of trade debt, (v) any indebtedness incurred other than in the
ordinary course of business, whether or not for borrowed money, secured by any
Lien in respect of property owned by such Person, whether or not such Person has
assumed or become liable for the payment of such indebtedness, (vi) any
indebtedness (other than trade debt incurred in the ordinary course of
business), whether or not for borrowed money, with respect to which such Person
has become directly or indirectly liable and which represents or has been
incurred to finance the purchase price (or a portion thereof) of any property or
services or business acquired by the Company or any such consolidated
Subsidiary, whether by purchase, consolidation, merger or otherwise, and (vii)
the aggregate amount of all Guarantees with respect to indebtedness of third
parties of the type described in clauses (ii) through (vi) above at such time.

          "Debt/EBITDA Ratio" at any time means the ratio of (i) Debt less the
aggregate amount of cash and cash equivalents held by the Company and its
consolidated Subsidiaries at such time to (ii) EBITDA for the twelve-month
period ending with the last day of the then most recently ended fiscal quarter
of the Company with respect to which the Company has delivered consolidated
financial statements pursuant to Section 5.07(a) or (b), as applicable.

          "Default" means any event or condition which constitutes an Event of
Default or



                                       10
<PAGE>   15


which upon notice, lapse of time or both would, unless cured or waived, become
an Event of Default.

          "Discount" has the meaning given to such term in Section 2.04(e)(i).

          "Draft" means a blank non-interest bearing bill of exchange within the
meaning of the Bills of Exchange Act (Canada) or a blank depository bill within
the meaning of the Depository Bills and Notes Act (Canada), as applicable, drawn
by a Canadian Borrower and addressed to a Canadian Tranche Lender, made payable
to such Borrower, bearer or a clearing house bearing such distinguishing letters
and numbers and being in such form as each Canadian Tranche Lender may require.

          "EBITDA" for any period means the consolidated operating earnings from
continuing operations of the Company and its Subsidiaries before interest,
taxes, depreciation, amortization, minority interests and other non-cash
adjustments to operating earnings for such period; provided that operating
earnings from continuing operations shall not be reduced by any charge which is
incurred in connection with the quantification of future claims with respect to
asbestos personal injury cases. For the purposes of calculating EBITDA for any
period of four consecutive fiscal quarters (each, a "Reference Period") pursuant
to any determination of the Debt/EBITDA Ratio, (i) if at any time during such
Reference Period the Company or any Subsidiary shall have made any Material
Disposition, EBITDA for such Reference Period shall be reduced by an amount
equal to the EBITDA (if positive) attributable to the property that is the
subject of such Material Disposition for such Reference Period or increased by
an amount equal to the EBITDA (if negative) attributable thereto for such
Reference Period, and (ii) if during such Reference Period the Company or any
Subsidiary shall have made a Material Acquisition, EBITDA for such Reference
Period shall be calculated after giving pro forma effect thereto as if such
Material Acquisition occurred on the first day of such Reference Period. As used
in this definition, "Material Acquisition" means any acquisition of property or
series of related acquisitions of property that (a) constitutes assets
comprising all or substantially all of an operating unit of a business or
constitutes all or substantially all of the common stock of a Person and (b)
involves the payment of consideration by the Company and its Subsidiaries with
value in excess of $25,000,000, and "Material Disposition" means any sale or
other disposition of property or series of related sales or other dispositions
of property that yields gross proceeds to the Company or any of its Subsidiaries
with value in excess of $25,000,000.

          "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 11.02).

          "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority, or
common law, relating in any way to the environment, preservation or reclamation
of natural resources, the management, release or threatened release of any
Hazardous Material or to health and safety matters.

          "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, natural resource damage claims, costs of
environmental remediation, fines, penalties or indemnities), of the Company or
any Subsidiary directly or indirectly resulting



                                       11
<PAGE>   16


from or based upon (a) violation of any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

          "Environmental Lien" means a Lien in favor of any Governmental
Authority for (i) any liability under Environmental Laws or (ii) damages arising
from, or costs incurred by such Governmental Authority in response to, a Release
or threatened Release of a Hazardous Material into the environment.

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

          "ERISA Affiliate" means each person (as defined in Section 3(9) of
ERISA) that is a member of a group of which the Company is a member and which is
treated as a single employer under Section 414 of the Code, excluding any
foreign Subsidiary of the Company which is not subject to ERISA.

          "Eurocurrency", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the
case of a Competitive Loan, the LIBO Rate).

          "Event of Default" has the meaning assigned to such term in Section
7.01.

          "Exchange Rate" means, on any day, the rate at which Canadian Dollars
may be exchanged into US Dollars, as set forth at approximately 11:00 a.m.,
London time, on such day on the Reuters World Currency Page for Canadian
Dollars. In the event that such rate does not appear on any Reuters World
Currency Page, 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 Administrative Agent and the Company, or, in the absence of such
agreement, such Exchange Rate shall instead be the arithmetic average of the
spot rates of exchange of the Administrative Agent in the 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 US Dollars for delivery two Business Days later; provided that if at
the time of any such determination, for any reason, no such spot rate is being
quoted, the Administrative Agent, after consultation with the Company, may use
any reasonable method it deems appropriate to determine such rate, and such
determination shall be presumed correct absent manifest error.

          "Excluded Taxes" means, with respect to any Lender or Issuing Bank,
(a) income or franchise taxes imposed on (or measured by) its net income by the
United States of America (or any political subdivision thereof), or by the
jurisdiction under which such recipient is organized or in which its principal
office or any lending office from which it makes Loans hereunder is located, (b)
any branch profit taxes imposed by the United States of America or any similar
tax imposed by any other jurisdiction described in clause (a) above, (c) in the
case of a



                                       12
<PAGE>   17


US Tranche Lender (other than a Lender that becomes a US Tranche Lender by
operation of the CAM), any withholding tax that is imposed by the United States
of America (or any political subdivision thereof) on payments by the Company
from an office within such jurisdiction to the extent such tax is in effect and
would apply as of the date such US Tranche Lender becomes a party to this
Agreement or relates to payments received by a new lending office designated by
such US Tranche Lender and is in effect and would apply at the time such lending
office is designated, (d) in the case of a Canadian Tranche Lender (other than a
Lender that becomes a Canadian Tranche Lender by operation of the CAM), any
withholding tax that is imposed (i) by Canada (or any political subdivision
thereof) on payments by a Canadian Borrower from an office within such
jurisdiction or (ii) by the United States of America (or any political
subdivision thereof) on payments by the Company from an office within such
jurisdiction, in either case to the extent such tax is in effect and would apply
as of the date such Canadian Tranche Lender becomes a party to this Agreement or
relates to payments received by a new lending office designated by such Canadian
Tranche Lender and is in effect and would apply at the time such lending office
is designated, or (e) any withholding tax that is attributable to such Lender's
failure to comply with Section 2.19(e), except, in the case of clause (c) or (d)
above, to the extent that (i) such Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment), to
receive additional amounts from the applicable Borrower with respect to such
withholding tax pursuant to Section 2.19(a) or (ii) such withholding tax shall
have resulted from the making of any payment to a location other than the office
designated by the Applicable Agent or such Lender for the receipt of payments of
the applicable type from the applicable Borrower.

          "Existing Letters of Credit" has the meaning given to such term in
Section 2.07(k).

          "Exposure" means, with respect to any Lender, such Lender's US Tranche
Revolving Exposure, Competitive Loan Exposure and Canadian Tranche Exposure.

          "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

          "Financial Officer" means the chief financial officer, the controller,
the assistant controller, the treasurer or the assistant treasurer of the
Company.

          "Fiscal Year" means the fiscal year of the Company, which shall be the
twelve (12) month period ending on December 31 in each year or such other period
as the Company may designate and the Administrative Agent (with the consent of
the Required Lenders) may approve in writing.

          "Fixed Rate" means, with respect to any Competitive Loan (other than a



                                       13
<PAGE>   18


Eurocurrency Competitive Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.

          "Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
Rate.

          "Foreign Subsidiary" means any Subsidiary other than a Subsidiary
organized under the laws of the United States of America, any State thereof or
the District of Columbia.

          "GAAP" means generally accepted accounting principles in the United
States of America.

          "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

          "Guarantee" when used with respect to any Person means any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Debt of any other Person (the "primary obligor") in
any manner, whether directly or indirectly, and including any obligation of such
Person, direct or indirect, (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Debt or to purchase (or to advance or
supply funds for the purchase of) any security for the payment of such Debt, (b)
to purchase or lease property, securities or services for the purpose of
assuring the owner of such Debt of the payment of such Debt, (c) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Debt or (d) as an account party in respect of any letter of credit or letter of
guaranty issued to support such Debt; provided that the term "Guarantee" shall
not include endorsements of items by any Person for collection or deposit in the
ordinary course of business.

          "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and any solid, liquid, gas, odor, heat, sound, vibration, radiation or
combination of any of them regulated under or for which liability or standards
of care are imposed pursuant to any Environmental Law.

          "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

          "Indemnified Taxes" means Taxes other than Excluded Taxes.

          "Index Debt" means senior, unsecured, long-term indebtedness for
borrowed money of the Company that is not guaranteed by any other Person or
subject to any other credit enhancement.



                                       14
<PAGE>   19


          "Initial Borrowing Date" means the date of the initial Borrowing
hereunder.

          "Interest Coverage Ratio" of the Company for any period means the
ratio of (a) EBITDA for such period to (b) the total net consolidated interest
expense of the Company and its Subsidiaries during such period (as shown on a
consolidated income statement of the Company for such period).

          "Interest Election Request" means a request by the relevant Borrower
to convert or continue a Revolving Borrowing in accordance with Section 2.10.

          "Interest Payment Date" means (a) with respect to any ABR Loan (other
than a US Swingline Loan) or Canadian Prime Rate Loan (other than a Canadian
Swingline Loan), the last day of each March, June, September and December, (b)
with respect to any Eurocurrency Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurocurrency Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period,
(c) with respect to any Fixed Rate Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a
Fixed Rate Borrowing with an Interest Period of more than 90 days' duration
(unless otherwise specified in the applicable Competitive Bid Request), each day
prior to the last day of such Interest Period that occurs at intervals of 90
days' duration after the first day of such Interest Period, and any other dates
specified in the applicable Competitive Bid Request as Interest Payment Dates
with respect to such Borrowing, (d) with respect to any US Swingline Loan, the
day that such Loan is required to be repaid, and (e) with respect to any
Canadian Swingline Loan, the last day of each month.

          "Interest Period" means, (i) with respect to any Eurocurrency
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the relevant Borrower may elect and (ii) with respect
to any Fixed Rate Borrowing, the period (which shall not be less than 7 days or
more than 180 days) commencing on the date of such Borrowing and ending on the
date specified in the applicable Competitive Bid Request; provided that (i) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurocurrency Borrowing only, such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, and (ii) any Interest Period pertaining to a
Eurocurrency Borrowing that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made,
and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

          "IRS" means the Internal Revenue Service and any Person succeeding to
the functions thereof.

          "Issuing Bank" means the US Issuing Bank or the Canadian Issuing Bank.



                                       15
<PAGE>   20


          "LC Disbursement" means a payment made by an Issuing Bank in respect
of a Letter of Credit.

          "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance or as provided in Section 2.12, other than any such Person that shall
have ceased to be a party hereto pursuant to an Assignment and Acceptance.
Unless the context otherwise requires, the term "Lenders" includes the Swingline
Lenders.

          "Letter of Credit" means any US Letter of Credit or any Canadian
Letter of Credit.

          "LIBO Rate" means, with respect to any Eurocurrency Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to US Dollar deposits in the London interbank market)
at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for deposits in US Dollars
with a maturity comparable to such Interest Period. In the event that such rate
is not available at such time for any reason, then the "LIBO Rate" with respect
to such Eurocurrency Borrowing for such Interest Period shall be the rate at
which US Dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

          "Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, collateral deposit arrangement, security interest, charge,
encumbrance (including, but not limited to, easements, rights of way, zoning
restrictions, restrictive covenants and the like), lien (statutory or other),
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, the interest of a lessor under a
Capital Lease, any financing lease having substantially the same economic effect
as any of the foregoing, the filing of any financing statement (other than a
financing statement filed by a "true" lessor pursuant to 9-408 of the Uniform
Commercial Code) naming the Company or any Material Subsidiary as owner of the
collateral to which such Lien relates as debtor, under the Uniform Commercial
Code or other comparable law of any jurisdiction, and, in the case of
securities, any purchase option, call or similar right of a third party with
respect to such securities; provided, that any financing statement or similar
statement filed without the consent of the Company or any of its Subsidiaries
shall not constitute a Lien if such statement does not secure an obligation due
and owing by the Company or any such Subsidiary and the Company or such
Subsidiary, as appropriate, shall take prompt action to have the statement
terminated or otherwise removed.

          "Loan Documents" means this Agreement, each Borrowing Subsidiary
Agreement, each Borrowing Subsidiary Termination, each Letter of Credit and each
promissory note delivered pursuant to this Agreement.



                                       16
<PAGE>   21


          "Loans" means the loans made by the Lenders to the Borrowers pursuant
to this Agreement.

          "Local Time" means (a) with respect to a Loan, Borrowing or Letter of
Credit denominated in US Dollars, New York City time and (b) with respect to a
Loan, Borrowing or Letter of Credit denominated in Canadian Dollars, Toronto
time.

          "Margin" means, with respect to any Competitive Loan bearing interest
at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be
added to or subtracted from the LIBO Rate to determine the rate of interest
applicable to such Loan, as specified by the Lender making such Loan in its
related Competitive Bid.

          "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, prospects or condition, financial or otherwise, of the Company
and the Subsidiaries taken as a whole and taking into account the cyclical
nature of the business of the Company and its Subsidiaries, (b) the ability of
the Company and its Subsidiaries, taken as a whole, to perform any of its
obligations under this Agreement or (c) the rights of or benefits available to
the Lenders under this Agreement.

          "Material Debt" means Debt (other than the Loans and Letters of
Credit), or obligations in respect of one or more Hedging Agreements, of any one
or more of the Company and its Material Subsidiaries in an aggregate principal
amount exceeding $25,000,000. For purposes of determining Material Debt, the
"principal amount" of the obligations of the Company or any Material Subsidiary
in respect of any Hedging Agreement at any time shall be the maximum aggregate
amount (giving effect to any netting agreements) that the Company or such
Subsidiary would be required to pay if such Hedging Agreement were terminated at
such time.

          "Material Subsidiary" means, at any time, any one of (i) United States
Gypsum Company, a Delaware corporation, (ii) USG Interiors, Inc., a Delaware
corporation, (iii) L&W Supply Corporation, a Delaware corporation, (iv) CGC
Inc., a Canadian corporation, (v) any Canadian Borrower, (vi) any other
Subsidiary of the Company with revenues for the four fiscal quarter period
ending on the last day of the most recently ended fiscal quarter of the Company
greater than or equal to 10% of the total revenues of the Company and its
Subsidiaries on a consolidated basis for such period, and (vii) any other
Subsidiary of the Company with assets as of the last day of the Company's most
recently ended fiscal quarter greater than or equal to 10% of the total assets
of the Company and its Subsidiaries on a consolidated basis on such date, in
each case computed in accordance with GAAP; provided that if, at any time, all
of the Company's Subsidiaries that are not Material Subsidiaries (the
"Non-Material Subsidiaries"), taken as a whole, would constitute a Material
Subsidiary, then the Company shall designate one or more additional Subsidiaries
as Material Subsidiaries to the effect that, after such designation, all of the
remaining Non-Material Subsidiaries, taken as a whole, would not constitute a
Material Subsidiary at such time.

          "Maturity Date" means June 30, 2005.

          "Moody's" means Moody's Investors Service, Inc.



                                       17
<PAGE>   22


          "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA to which the Company or any ERISA Affiliate (other than one
considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section
414 of the Code) is making or accruing an obligation to make contributions, or
has within any of the preceding five (5) plan years made or accrued an
obligation to make contributions.

          "Net Acceptance Proceeds" means the cash proceeds realized on the
issuance and sale of an Acceptance pursuant to this Agreement after deduction of
the Stamping Fee.

          "Obligations" means (a) the due and punctual payment of (i) the
principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans made to any Borrower, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, (ii) each
payment required to be made by any Borrower under this Agreement in respect of
any Letter of Credit, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon and obligations to provide cash
collateral, (iii) each payment required to be made by any Borrower under this
Agreement in respect of any Acceptance, when and as due, whether at maturity, by
acceleration or otherwise, including Stamping Fees, and (iv) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Borrowers under this Agreement and the
other Loan Documents, and (b) unless otherwise agreed upon in writing by the
applicable Lender party thereto, the due and punctual payment and performance of
all obligations of the Company or any Subsidiary, monetary or otherwise, under
each interest rate Hedging Agreement relating to Obligations referred to in the
preceding clause (a) entered into with any counterparty that was a Lender (or an
Affiliate thereof) at the time such Hedging Agreement was entered into.

          "Operating Lease" means, as applied to any Person, any lease of any
property (whether real, personal or mixed) by that Person as lessee which is not
a Capital Lease.

          "Other Taxes" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.

          "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA, or any successor entity performing similar functions.

          "Permit" means any permit, approval, authorization, license, variance,
or permission required from a Governmental Authority under an applicable
Requirement of Law.

          "Permitted Refinancing Debt" means Debt of the Company, the proceeds
of which are used to Refinance outstanding Debt of the Company or any
Subsidiary, provided that (i) if the Debt being Refinanced is pari passu with or
subordinated in right of payment to the Obligations, then such Debt is pari
passu or subordinated in right of payment to, as the case may



                                       18
<PAGE>   23


be, the Obligations at least to the same extent as the Debt being Refinanced,
(ii) such Debt is scheduled to mature (as determined under GAAP) no earlier than
the earlier of (A) the maturity date of the Debt being Refinanced and (B) the
Maturity Date, (iii) such Debt has an Average Life at the time such Debt is
incurred that is equal to or greater than the lesser of (A) the Average Life of
the Debt being Refinanced and (B) the period from the date such Debt is incurred
to the Maturity Date, and (iv) such Debt is in an aggregate principal amount
(or, if such Debt is issued at a price less than the principal amount thereof,
has an aggregate original issue price) not in excess of the aggregate principal
amount then outstanding of the Debt being Refinanced (or if the Debt being
Refinanced was issued at a price less than the principal amount thereof, then
not in excess of the amount of liability in respect thereof determined in
accordance with GAAP) plus all interest accrued thereon and all related fees,
expenses, and redemption or repurchase premiums (including any payments made in
connection with procuring any required lender or similar consents).

          "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

          "Plan" means any employee benefit plan as defined in Section 3(3) of
ERISA (other than a Multiemployer Plan) which is maintained for employees of the
Company or any ERISA Affiliate.

          "Pooling and Servicing Agreement" means that certain Pooling and
Servicing Agreement dated as of December 20, 1994, as the same has been amended,
restated, supplemented or otherwise modified from time to time through the date
hereof, among the Company, USG Funding Corporation, a Delaware corporation and a
Subsidiary of the Company, and The Chase Manhattan Bank (formerly known as
Chemical Bank), in its capacity as trustee.

          "Prime Rate" means the rate of interest per annum publicly announced
from time to time by The Chase Manhattan Bank as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

          "Receivables Purchase Agreement" has the meaning given to such term in
the Pooling and Servicing Agreement.

          "Refinance" means, with respect to any Debt, to renew, extend,
refinance, refund, replace or repurchase, or be substituted for, such Debt and
"Refinancing" means the renewal, extension, refinancing, refunding, replacement
or repurchasing of, or substitution for, such Debt.

          "Register" has the meaning set forth in Section 11.04.

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

          "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, trustees,
agents and advisors of such



                                       19
<PAGE>   24


Person and such Person's Affiliates.

          "Release" means significant release, spill, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, leaching or
migration into the indoor or outdoor environment or into or upon any land, water
or air, including the movement of Hazardous Materials through or in the air,
soil, surface water or groundwater.

          "Remedial Action" has the meaning given to such term in Section
7.01(m).

          "Reportable Event" means any reportable event as defined in Section
4043(b) of ERISA or the regulations issued thereunder, with respect to which the
notice requirements to the PBGC have not been waived.

          "Required Lenders" means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time; provided
that, for purposes of declaring the Loans to be due and payable pursuant to
Article VII, and for all purposes after the Loans become due and payable
pursuant to Article VII or the Commitments expire or terminate, the outstanding
Competitive Loans of the Lenders shall be included in their respective Revolving
Credit Exposures in determining the Required Lenders.

          "Requirements of Law" means, as to any Person, the charter and by-laws
or other organizational or governing documents of such Person, and any law, 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, including, without limitation, the Securities Act, the Securities
Exchange Act, Regulations U and X of the Board, Environmental Laws and any
certificate of occupancy, zoning ordinance, building, environmental or land use
requirement, approval, Permit or license or occupational safety or health law,
rule or regulation.

          "Reset Date" has the meaning set forth in Section 1.05(a).

          "Revolving Availability Period" means the period from and including
the Effective Date to but excluding the earlier of the Maturity Date and the
date of termination of the Commitments.

          "Revolving Borrowing" means a Borrowing comprised of US Tranche
Revolving Loans, Canadian Tranche Revolving Loans or Acceptances.

          "Revolving Exposure" means a US Tranche Revolving Exposure or a
Canadian Tranche Exposure.

          "Revolving Loan" means any US Tranche Revolving Loan or Canadian
Tranche Revolving Loan.

          "Rollover" means an issue of Acceptances on the maturity of an
outstanding issue of Acceptances having an aggregate face amount which is less
than or equal to the aggregate face amount of the maturing issue of Acceptances.



                                       20
<PAGE>   25


          "Rollover Date" means a Business Day on which a Rollover of all or a
portion of an issue of Acceptances is made.

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

          "Sale and Lease-Back Transaction" has the meaning given to such term
in Section 6.06.

          "Schedule I Bank" means a Canadian chartered bank identified in
Schedule I to the Bank Act (Canada).

          "Securities Act" means the Securities Act of 1933, as amended to the
date hereof and from time to time hereafter, and any successor statute.

          "Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended to the date hereof and from time to time hereafter, and any successor
statute.

          "Specified Obligations" means Obligations consisting of the principal
of and interest on Loans, payment obligations in respect of Acceptances,
reimbursement obligations in respect of LC Disbursements, and fees.

          "Stamping Fee" means the stamping fee payable at the time of each
Acceptance, calculated and payable in the manner provided for in Section
2.04(f).

          "Statutory Reserve Rate" means, with respect to any currency, a
fraction (expressed as a decimal), the numerator of which is the number one and
the denominator of which is the number one minus the aggregate of the maximum
reserve, liquid asset or similar percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by any
Governmental Authority of the United States or of the jurisdiction of such
currency or any jurisdiction in which Loans in such currency are made to which
banks in such jurisdiction are subject for any category of deposits or
liabilities customarily used to fund loans in such currency or by reference to
which interest rates applicable to Loans in such currency are determined. Such
reserve, liquid asset or similar percentages shall include those imposed
pursuant to Regulation D of the Board. Eurocurrency Loans shall be deemed to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under any applicable law, rule or regulation. The Statutory Reserve Rate shall
be adjusted automatically on and as of the effective date of any change in any
reserve percentage.

          "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than



                                       21
<PAGE>   26


50% of the general partnership interests are, as of such date, owned, controlled
or held, or (b) that is, as of such date, otherwise Controlled, by the parent or
one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.

          "Subsidiary" means any subsidiary of the Company.

          "Swingline Exposure" means US Swingline Exposure or Canadian Swingline
Exposure.

          "Swingline Lender" means the US Swingline Lender or the Canadian
Swingline Lender.

          "Swingline Loan" means a Canadian Swingline Loan or a US Swingline
Loan.

          "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

          "Termination Event" means (i) any Reportable Event with respect to any
Benefit Plan, (ii) the withdrawal of the Company or an ERISA Affiliate from a
Benefit Plan during a plan year in which it was a "substantial employer" as
defined in Section 4001(a)(2) of ERISA, (iii) the occurrence of an obligation
arising under Section 4041 of ERISA of either the Company or an ERISA Affiliate
to provide affected parties with a written notice of an intent to terminate a
Benefit Plan in a distress termination described in Section 4041(c) of ERISA,
(iv) the institution by the PBGC of proceedings to terminate any Benefit Plan,
(v) any event or condition which constitutes grounds under Section 4042 of ERISA
for the appointment of a trustee to administer a Benefit Plan, or (vi) the
partial or complete withdrawal (within the meaning of Section 4203 and 4205,
respectively, of ERISA) of the Company or any ERISA Affiliate from a
Multiemployer Plan.

          "Three-Month Secondary CD Rate" means, for any day, the secondary
market rate for three-month certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or such
next preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received at approximately 10:00 a.m., New York City time, on such day (or, if
such day is not a Business Day, on the next preceding Business Day) by the
Administrative Agent from three negotiable certificate of deposit dealers of
recognized standing selected by it.

          "364-Day Credit Agreement" means the 364-Day Credit Agreement dated as
of the date hereof among the Company, the lenders from time to time party
thereto, the Administrative Agent and the Syndication Agents and Documentation
Agent named in the heading of this Agreement.

          "Tranche" means a category of Commitments and extensions of credit
thereunder.



                                       22
<PAGE>   27


For purposes hereof, each of the following comprise a separate Tranche: (i) the
US Tranche Commitments, the US Tranche Revolving Loans, the US LC Exposure, the
Competitive Loans and the US Swingline Loans and (ii) the Canadian Tranche
Commitments, the Canadian Tranche Revolving Loans, the Acceptances, the Canadian
LC Exposure and the Canadian Swingline Loans.

          "Transactions" means the execution, delivery and performance by the
Borrowers of the Loan Documents, the borrowing of Loans and the use of the
proceeds thereof, the issuance of Drafts and the use of proceeds of Acceptances,
and the issuance of Letters of Credit hereunder.

          "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate
Base Rate, the C$ Prime Rate, the CDOR BA Rate or, in the case of a Competitive
Loan or Borrowing, the LIBO Rate or a Fixed Rate. A Borrowing of Acceptances
shall be considered to be a "Type" of Borrowing.

          "US Dollar Equivalent" means, on any date of determination, (a) with
respect to any amount in US Dollars, such amount, and (b) with respect to any
amount in Canadian Dollars, the equivalent in US Dollars of such amount,
determined by the Administrative Agent pursuant to Section 1.05 using the
Exchange Rate with respect to Canadian Dollars at the time in effect under the
provisions of such Section.

          "US Dollars" or "$" means the lawful money of the United States of
America.

          "US Issuing Bank" means The Chase Manhattan Bank, in its capacity as
the issuer of US Letters of Credit (including the Existing Letters of Credit
denominated in US Dollars) hereunder, and its successors in such capacity as
provided in Section 2.07(i). The US Issuing Bank may, in its discretion, arrange
for one or more US Letters of Credit to be issued by Affiliates of the US
Issuing Bank, in which case the term "US Issuing Bank" shall include any such
Affiliate with respect to US Letters of Credit issued by such Affiliate.

          "US LC Exposure" means at any time the sum of (a) the aggregate
undrawn amount of all outstanding US Letters of Credit at such time and (b) the
aggregate amount of all LC Disbursements with respect to US Letters of Credit
that have not yet been reimbursed by or on behalf of the Company at such time.
The US LC Exposure of any US Tranche Lender at any time shall be such Lender's
US Tranche Percentage of the aggregate US LC Exposure.

          "US Letter of Credit" means any letter of credit denominated in US
Dollars issued pursuant to this Agreement for the account of the Company by the
US Issuing Bank on behalf of Lenders holding US Tranche Commitments and any
Existing Letter of Credit denominated in US Dollars.

          "US Swingline Exposure" means, at any time, the aggregate principal
amount of all US Swingline Loans outstanding at such time. The US Swingline
Exposure of any US Tranche Lender at any time shall be its US Tranche Percentage
of the total US Swingline Exposure at such time.



                                       23
<PAGE>   28



          "US Swingline Lender" means The Chase Manhattan Bank, in its capacity
as lender of US Swingline Loans hereunder.

          "US Swingline Loan" means a Loan made by the US Swingline Lender
pursuant to Section 2.06(a).

          "US Tranche Commitment" means, with respect to each US Tranche Lender,
the commitment of such US Tranche Lender to make US Tranche Revolving Loans
pursuant to Section 2.01(a) and to acquire participations in US Letters of
Credit and US Swingline Loans hereunder, expressed as an amount representing the
maximum aggregate amount of such US Tranche Lender's US Tranche Revolving
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.11, (b) increased from time to time pursuant to Section
2.12 and (c) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 11.04. The initial amount of each US
Tranche Lender's US Tranche Commitment is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such US Tranche Lender shall have
assumed its US Tranche Commitment, as applicable. The aggregate amount of the US
Tranche Commitments on the date hereof is $325,000,000.

          "US Tranche Lender" means a Lender with a US Tranche Commitment.

          "US Tranche Percentage" means, with respect to any US Tranche Lender,
the percentage of the total US Tranche Commitments represented by such Lender's
US Tranche Commitment. If the US Tranche Commitments have terminated or expired,
the US Tranche Percentages shall be determined based upon the US Tranche
Commitments most recently in effect, giving effect to any assignments.

          "US Tranche Revolving Borrowing" means a Borrowing comprised of US
Tranche Revolving Loans.

          "US Tranche Revolving Exposure" means, with respect to any US Tranche
Lender at any time, the sum at such time, without duplication, of (a) such
Lender's US Tranche Percentage of the sum of the principal amounts of the
outstanding US Tranche Revolving Loans, plus (b) the aggregate amount of such
Lender's US LC Exposure and US Swingline Exposure at such time.

          "US Tranche Revolving Loan" means a Loan made by a US Tranche Lender
pursuant to Section 2.01(a). Each US Tranche Revolving Loan shall be a
Eurocurrency Loan or an ABR Loan.

          SECTION 1.02. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a "US
Tranche Revolving Loan") or by Type (e.g., a "Eurocurrency Loan") or by Class
and Type (e.g., a "Eurocurrency US Tranche Revolving Loan"). Borrowings also may
be classified and referred to by Class (e.g., a "US Tranche Revolving
Borrowing") or by Type (e.g., a "US Tranche Eurocurrency Borrowing") or by Class
and Type (e.g., a "Eurocurrency US Tranche Revolving Borrowing").



                                       24
<PAGE>   29



          SECTION 1.03.  Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder" and words of similar
import shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

          SECTION 1.04.  Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP as in effect from time to time; provided that
if the Company notifies the Administrative Agent that the Company requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Company
that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

          SECTION 1.05.  Exchange Rates.

          (a)   Not later than 10:00 a.m., New York City time, on each
Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate
as of such Calculation Date with respect to Canadian Dollars and (ii) give
written notice thereof to the Lenders and the Company. The Exchange Rate so
determined shall become effective on the first Business Day immediately
following the relevant Calculation Date (a "Reset Date"), shall remain effective
until the next succeeding Reset Date, and shall for all purposes of this
Agreement (other than Section 11.13 or any other provision expressly requiring
the use of a current Exchange Rate) be the Exchange Rate employed in converting
any amounts between US Dollars and Canadian Dollars.

          (b)   Not later than 5:00 p.m., Toronto time, on each Reset Date and
each date on which Canadian Tranche Revolving Loans denominated in Canadian
Dollars are made, Acceptances are issued or a Canadian Letter of Credit is
issued, the Canadian Agent shall (i) determine the aggregate amount of the US
Dollar Equivalents of the principal amounts of the outstanding Canadian Tranche
Revolving Loans, the face amount of outstanding Acceptances and Canadian Letters
of Credit and the principal amount of outstanding LC Disbursements



                                       25
<PAGE>   30


denominated in Canadian Dollars (after giving effect to any Canadian Tranche
Revolving Loans made or repaid, Drafts accepted or the face amount of
Acceptances paid, Canadian Letters of Credit issued or drawn and LC
Disbursements reimbursed on such date) and (ii) notify the Administrative Agent
and the Company of the results of such determination. The Administrative Agent
shall promptly notify each Lender thereof.


                                   ARTICLE II

                                   The Credits

          SECTION 2.01.  Commitments.

          (a)   Subject to the terms and conditions set forth herein, each US
Tranche Lender agrees to make US Tranche Revolving Loans to the Company from
time to time during the Revolving Availability Period in US Dollars in an
aggregate principal amount at any time outstanding that will not result in (i)
such Lender's US Tranche Revolving Exposure exceeding its US Tranche Commitment
or (ii) the aggregate amount of the Lenders' US Tranche Revolving Exposures and
Competitive Loan Exposures exceeding the aggregate amount of the US Tranche
Commitments.

          (b)   Subject to the terms and conditions set forth herein, each
Canadian Tranche Lender agrees to make Canadian Tranche Revolving Loans to the
Canadian Borrowers in Canadian Dollars and/or to the Company in US Dollars and
to accept Drafts issued by the Canadian Borrowers in Canadian Dollars from time
to time during the Revolving Availability Period in an aggregate principal
amount of Loans and face amount of Acceptances at any time outstanding that will
not result in (i) such Lender's Canadian Tranche Exposure exceeding its Canadian
Tranche Commitment or (ii) the aggregate amount of the Lenders' Canadian Tranche
Exposures exceeding the aggregate amount of the Canadian Tranche Commitments.

          SECTION 2.02.  Loans and Borrowings.

          (a)   Each US Tranche Revolving Loan shall be made as part of a
Borrowing consisting of US Tranche Revolving Loans made by the US Tranche
Lenders ratably in accordance with their respective US Tranche Commitments. Each
Canadian Tranche Revolving Loan shall be made as part of a Borrowing consisting
of Canadian Tranche Revolving Loans made by the Canadian Tranche Lenders ratably
in accordance with their respective Canadian Tranche Commitments. Each
Acceptance shall be issued in accordance with Section 2.04. Each Competitive
Loan shall be made in accordance with the procedures set forth in Section 2.05.
The failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
Commitments and Competitive Bids of the Lenders are several and no Lender shall
be responsible for any other Lender's failure to make Loans as required
hereunder.

          (b)   Subject to Section 2.16,



                                       26
<PAGE>   31

                (i)   each US Tranche Revolving Borrowing shall be comprised
     entirely of Eurocurrency Loans or ABR Loans, in each case as the Company
     may request in accordance herewith;

                (ii)  each Canadian Tranche Revolving Borrowing shall be
     comprised entirely of Acceptances or Canadian Prime Rate Loans, in each
     case as a Canadian Borrower may request in accordance herewith, or entirely
     of Eurocurrency Loans or ABR Loans, in each case as the Company may request
     in accordance herewith;

                (iii) each Competitive Borrowing shall be comprised entirely of
     Eurocurrency Loans or Fixed Rate Loans, in each case as the Company may
     request in accordance herewith;

                (iv)  each US Swingline Loan shall be an ABR Loan; and

                (v)   each Canadian Swingline Loan shall be a Canadian Prime
     Rate Loan.

Each Lender at its option may make any Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan (and in the case of an
Affiliate, the provisions of Sections 2.16, 2.17, 2.18 and 2.19 shall apply to
such Affiliate to the same extent as to such Lender); provided that any exercise
of such option shall not affect the obligation of the applicable Borrower to
repay such Loan in accordance with the terms of this Agreement.

          (c)   Each Borrowing (other than Swingline Loans) shall be in an
aggregate amount that is at least equal to the Borrowing Minimum and an integral
multiple of the Borrowing Multiple; provided that an ABR Revolving Borrowing may
be made in an aggregate amount that is equal to the aggregate available US
Tranche Commitments. Each US Swingline Loan shall be in an amount that is an
integral multiple of $1,000,000 and not less than $1,000,000. Borrowings of more
than one Type and Class may be outstanding at the same time; provided that there
shall not at any time be more than a total of ten US Tranche Eurocurrency
Revolving Borrowings outstanding.

          (d)   Notwithstanding any other provision of this Agreement, no
Borrower shall be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.

          (e)   For purposes of determining availability hereunder, the Agents
shall assume at all times that Canadian Swingline Loans are outstanding in the
aggregate principal amount of $7,000,000.

          SECTION 2.03.  Requests for Revolving Borrowings. To request a
Revolving Borrowing, the applicable Borrower, or the Company on behalf of the
applicable Borrower, shall notify the Applicable Agent (and the Administrative
Agent, if the Applicable Agent is not the Administrative Agent) of such request
by telephone



                                       27
<PAGE>   32



          (a)   in the case of a Eurocurrency Borrowing, not later than 12:00
noon, Local Time, three Business Days before the date of the proposed Borrowing,

          (b)   in the case of an ABR Borrowing, not later than 12:00 noon, New
York City time, one Business Day before the date of the proposed Borrowing,

          (c)   in the case of a Canadian Prime Rate Revolving Borrowing, not
later than 12:00 noon, Local Time, one Business Day before the date of the
proposed Borrowing, and

          (d)   in the case of a Borrowing of Acceptances, not later than 12:00
noon, Toronto time, two Business Days before the date of the proposed Borrowing.

Each such telephonic Borrowing Request shall be irrevocable and shall be
confirmed by 2:00 p.m. (Local Time) on the same Business Day by hand delivery or
telecopy to the Applicable Agent (and the Administrative Agent, if the
Applicable Agent is not the Administrative Agent) of a written Borrowing Request
in a form approved by the Applicable Agent and signed by the applicable
Borrower, or by the Company on behalf of the applicable Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

                (i)    the Borrower requesting such Borrowing (or on whose
     behalf the Company is requesting such Borrowing);

                (ii)   whether the requested Borrowing is to be a US Tranche
     Revolving Borrowing or a Canadian Tranche Revolving Borrowing;

                (iii)  the currency and aggregate principal amount (in the case
     of Loans) or face amount (in the case of Acceptances) of the requested
     Borrowing;

                (iv)   the date of the requested Borrowing, which shall be a
     Business Day;

                (v)    the Type of the requested Borrowing;

                (vi)   in the case of a Eurocurrency Borrowing, the initial
     Interest Period to be applicable thereto, which shall be a period
     contemplated by the definition of the term "Interest Period";

                (vii)  in the case of a Borrowing of Acceptances, the term
     applicable thereto, which shall be a period contemplated by Section
     2.04(a); and

                (viii) the location and number of the relevant Borrower's
     account to which funds are to be disbursed, which shall comply with the
     requirements of Section 2.08.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be (i) in the case of a Borrowing denominated in US Dollars, an
ABR Borrowing, and (ii) in the case of a Borrowing by a Canadian Borrower
denominated in Canadian Dollars, a Canadian Prime



                                       28
<PAGE>   33


Rate Borrowing. If no Interest Period is specified with respect to any requested
Eurocurrency Borrowing, then the relevant Borrower shall be deemed to have
selected an Interest Period of one month's duration. If no term is specified
with respect to any requested Borrowing of Acceptances, then the relevant
Borrower shall be deemed to have selected a term of one month's duration.
Promptly following receipt of a Borrowing Request in accordance with this
Section, the Applicable Agent shall advise each Lender that will make a Loan or
accept a Draft as part of the requested Borrowing of the details thereof and of
the amount of the Loan to be made or the face amount of the Draft to be accepted
by such Lender as part of the requested Borrowing.

          SECTION 2.04.  Canadian Bankers' Acceptances.

          (a)   Notice and Term. Any Canadian Borrower may give the Canadian
Agent instructions (which must be received by the Canadian Agent before 12:00
noon (Toronto time) on the second Business Day before the proposed date of a
requested Borrowing to be effective) that it wishes to have Drafts accepted
under this Agreement on any proposed Business Day and stating the aggregate face
amount and the term applicable to such Drafts. The term of such Drafts must be a
period of one, two, three or six months, and be subject to marketability,
maturing on or before the end of the Revolving Availability Period.

          (b)   Face Amount of Drafts. The aggregate face amount of an issue of
Drafts to be accepted on any particular date of a requested Borrowing must be
C$5,000,000 or a whole number multiple of C$1,000,000 in excess thereof. The
face amount of each Acceptance shall be a whole number multiple of C$100,000.
The Canadian Agent will round allocations among the Canadian Tranche Lenders to
ensure that each Acceptance issued has a face amount which is a whole number
multiple of C$100,000, and such rounded allocation shall constitute the Canadian
Tranche Lenders' respective Canadian Tranche Percentages of an issue of
Acceptances for the purposes of this Agreement.

          (c)   Power of Attorney. In order to facilitate issues of Acceptances
pursuant to this Agreement, each Canadian Borrower authorizes each Canadian
Tranche Lender, and for this purpose appoints each Canadian Tranche Lender its
lawful attorney, to complete, sign and endorse Drafts issued in accordance with
Sections 2.04(a) and (b) on its behalf in handwritten or by facsimile or
mechanical signature or otherwise and, once so completed, signed and endorsed,
and following acceptance of them as an Acceptance under this Agreement, then
purchase, discount or negotiate such Acceptances in accordance with the
provisions of this Section 2.04. Drafts so completed, signed, endorsed and
negotiated on behalf of any Canadian Borrower by any Canadian Tranche Lender
shall bind such Canadian Borrower as fully and effectively as if so performed by
an authorized officer of such Canadian Borrower.

          (d)   Restrictions. The Canadian Agent shall have the discretion to
restrict the term and maturity date of an issue of Acceptances and the number of
issues of Acceptances outstanding at any one time. Unless the Canadian Agent
notifies each Canadian Borrower to the contrary, the maximum number of issuances
of Acceptances outstanding at any time is limited to ten in total for all
Canadian Borrowers.

          (e)   Discount and Sale of Acceptances.



                                       29
<PAGE>   34



          (i)   Except as otherwise provided in Section 2.04(j), each Canadian
     Tranche Lender shall purchase its Canadian Tranche Percentage of each issue
     of Acceptances for its own account on the date of such Borrowing at the
     purchase price equal to the face amount of such Acceptances less an amount
     equal to the amount (the "Discount") that yields to such Canadian Tranche
     Lender (excluding the Stamping Fee) an interest rate per annum equal to the
     CDOR BA Rate applicable to such Acceptance for the applicable term of such
     Acceptances.

          (ii)  Except as otherwise provided in Sections 2.04(l) and (m), each
     Canadian Tranche Lender shall pay the Net Acceptance Proceeds of its
     Canadian Tranche Percentage of each issue of Acceptances to the Canadian
     Agent on the date of such Borrowing in exchange for delivery of such
     Acceptances. Such Net Acceptance Proceeds, when received by the Canadian
     Agent, will be advanced by bank transfer to the credit of the applicable
     Canadian Borrower's account.

          (iii) Each Canadian Tranche Lender may at any time and from time to
     time purchase, hold, sell, rediscount or otherwise dispose of any
     Acceptance, and no such dealing shall prejudice or impair any Canadian
     Borrower's obligations under Section 2.04(g).

          (f)   Stamping Fee. The stamping fee is payable by the applicable
Canadian Borrower to each accepting Canadian Tranche Lender on the issuance of
each Acceptance and shall be calculated upon the face amount of each such
Acceptance for the duration of its term on the basis of the actual number of
days to elapse from the date of its acceptance up to the maturity date of the
Acceptance calculated at the Applicable Rate. Each accepting Canadian Tranche
Lender shall be entitled to deduct from the Acceptance Proceeds to be remitted
to the Canadian Agent pursuant to Subsection 2.04(e)(ii) the stamping fee
payable to it as determined in accordance with this Section 2.04(f).

          (g)   Payment of Acceptances. Subject to Section 2.04 (l) and (m),
each Canadian Borrower shall pay to each Canadian Tranche Lender the full face
amount of each Acceptance accepted by such Canadian Tranche Lender for its
account on the maturity date of such Acceptance. If an Acceptance matures and
such Canadian Borrower has not made such payment, nor effected a Conversion or
Rollover pursuant to Section 2.04(l) or (m), respectively, such Canadian
Borrower shall be deemed to have provided for payment of the full face amount of
the Acceptance by Conversion of such Acceptance into a Canadian Prime Rate Loan
in a principal amount equal to the full face amount of the Acceptance on its
maturity date.

          (h)   Waivers. No Canadian Borrower shall claim from any Canadian
Tranche Lender any days of grace for the payment at maturity of any Drafts
presented and accepted by such Canadian Tranche Lender pursuant to this
Agreement. In addition, each Canadian Borrower waives demand, presentment for
payment, protest, notice of protest, dishonor, notice of dishonor and any other
notice or defense to payment which might otherwise exist if for any reason an
Acceptance is held by any Canadian Tranche Lender in its own right at the
maturity thereof.



                                       30
<PAGE>   35


          (i)   Notice of Maturing Acceptances. The applicable Canadian Borrower
shall give the Canadian Agent, before 11:00 a.m. (Toronto time) on the second
Business Day before the maturity of any Acceptances, a notice of repayment or
Borrowing Request requesting a Conversion or Rollover in respect of such
Acceptances in order to permit each Canadian Tranche Lender to organize its
internal funding requirements to fund the payment of the face amount of such
Acceptances to the respective holders thereof upon or following maturity. If
such Canadian Borrower fails to give any such notice to the Canadian Agent, any
Canadian Prime Rate Loan resulting from the application of Section 2.04(g) shall
bear interest for a period from and including the date such Loan is made until
the third Business Day thereafter at a rate per annum equal to 115% of the rate
otherwise payable pursuant to Section 2.15. Each Canadian Borrower agrees that
such additional interest is a genuine pre-estimate of loss to each Canadian
Tranche Lender and not a penalty. Such increased interest is payable for the
administrative expense incurred by each Canadian Tranche Lender and the loss of
protection against future interest rate risks suffered by each Canadian Tranche
Lender as a result of any Canadian Borrower's failure to give any of these
notices.

          (j)   B/A Equivalent Advances. If a Canadian Tranche Lender is not a
Canadian chartered bank or is not permitted by applicable law to, or does not by
virtue of policy or customary practice, accept Drafts for the purpose of
subsequent sale as a bankers' acceptance (a "Non-Acceptance Lender"), each time
a Canadian Borrower gives a Borrowing Request for an issue of Acceptances, such
Non-Acceptance Lender shall, in lieu of accepting and purchasing Acceptances
pursuant to Section 2.04(e), make an advance in Canadian Dollars to such
Canadian Borrower (a "B/A Equivalent Advance") in the amount equal to the
Acceptance Proceeds which would be derived from a hypothetical sale of Drafts
accepted by it ("Notional Acceptances") in the aggregate face amount of its
Canadian Tranche Percentage of such requested issue of Acceptances at a discount
rate that yields to such Non-Acceptance Lender (excluding the Stamping Fee) an
interest rate per annum equal to the CDOR BA Rate for Acceptances accepted by a
Canadian Tranche Lender that is not a Schedule I Bank. Any B/A Equivalent
Advance shall be repayable on the maturity of such issue of Acceptances. A
Non-Acceptance Lender shall be entitled to deduct from the amount of its B/A
Equivalent Advance to be paid to the Canadian Agent pursuant to Subsection
2.04(e)(ii) an amount equal to the Stamping Fee determined in accordance with
Section 2.04(f) that would have been payable to it with respect to the Notional
Acceptances corresponding to the B/A Equivalent Advance. For the purposes of
this Agreement each reference to an issue of Acceptances or Acceptances issued
by a Non-Acceptance Lender shall be deemed to include, where relevant, B/A
Equivalent Advances, with the necessary changes being made to fit the context.



                                       31
<PAGE>   36



          (k)   Calculation of Net Acceptance Proceeds. The Net Acceptance
Proceeds for any Acceptances purchased by a Canadian Tranche Lender may be
determined in accordance with the following formula:


Net Acceptance       Face amount of               1      - (AR x n/365)
    Proceeds     =     Acceptances     X    ============
                                             1+(CROD BA
                                            Rate x n/365)


Where n is the number of days to elapse in the term of the Acceptances, CDOR BA
Rate is the applicable rate for such Acceptance and is expressed as a decimal
and AR is the Applicable Rate with respect to the Stamping Fee.

          (l)   Conversions. Any Canadian Borrower may request the Canadian
Tranche Lenders to convert (a) at any time, a Canadian Prime Rate Borrowing or a
portion thereof into an issue of Acceptances or (b) on its maturity date, an
issue of Acceptances or a portion thereof into a Canadian Prime Rate Borrowing,
upon delivering a Borrowing Request to the Canadian Agent requesting a
Conversion specifying both the amount of the Borrowing to be converted and the
amount and Type of the requested resulting Borrowing. The relevant provisions of
this Agreement applicable to a borrowing and availability of the Type of
Borrowing which will result from the Conversion (as well as any portion of the
Borrowing which is not being converted) must be satisfied to effect any such
requested Borrowing (including the applicable notice provisions contained in
Section 2.03). Subject to the foregoing provisions of this Section 2.04(l), the
Borrowing (or portion thereof) requested to be converted shall be converted in
accordance with the Borrowing Request and any Net Acceptance Proceeds derived
from the Conversion shall be retained by each Canadian Tranche Lender for its
own account.

          (m)   Rollovers. At or before 11:00 a.m. (Toronto time) two Business
Days prior to the maturity of an issue of Acceptances, unless the applicable
Canadian Borrower has delivered to the Canadian Agent a Borrowing Request
requesting a Conversion in accordance with Section 2.04(l) or a notice of
repayment, such Canadian Borrower shall deliver a Borrowing Request to the
Canadian Agent requesting a Rollover and selecting the term applicable to the
resulting issue of Acceptances. The relevant provisions of this Agreement
applicable to a Borrowing of Acceptances must be satisfied to effect any such
Rollover. Subject to the foregoing provisions of this Section 2.04(m), the
Borrowing (or portion thereof) requested to be rolled over shall be rolled over
in accordance with the Borrowing Request and the Net Acceptance Proceeds derived
from the Rollover shall be retained by each Canadian Tranche Lender for its own
account. The provisions of Section 2.04(g) shall apply if any Canadian Borrower
fails to deliver any such requests or notice.

          (n)   Payments on a Conversion or Rollover. If any Canadian Borrower
requests the Canadian Tranche Lenders to convert a Canadian Prime Rate Loan or a
portion thereof to an issue of Acceptances pursuant to Section 2.04(l), or to
Rollover an issue of Acceptances or a portion thereof pursuant to Section
2.04(m), then such Canadian Borrower



                                       32
<PAGE>   37


shall pay to the Canadian Tranche Lenders the difference between (a) the face
amount of the resulting Acceptances minus (b) the Net Acceptance Proceeds of the
resulting Acceptances determined in accordance with Section 2.04(k) upon the
acceptance and purchase of the resulting Acceptances in accordance with this
Section 2.04.

          SECTION 2.05.  Competitive Bid Procedure.

          (a)   Subject to the terms and conditions set forth herein, from time
to time during the Revolving Availability Period the Company may request
Competitive Bids for Competitive Loans in US Dollars and may (but shall not have
any obligation to) accept Competitive Bids and borrow Competitive Loans;
provided that the sum of the US Tranche Revolving Exposures and Competitive Loan
Exposures at any time shall not exceed the aggregate amount of the Lenders' US
Tranche Commitments. To request Competitive Bids, the Company shall notify the
Administrative Agent of such request by telephone, in the case of a Eurocurrency
Borrowing, not later than 12:00 noon, New York City time, four Business Days
before the date of the proposed Competitive Borrowing, and in the case of a
Fixed Rate Borrowing, not later than 12:00 noon, New York City time, one
Business Day before the date of the proposed Competitive Borrowing. Not more
than three Competitive Bid Requests may be submitted on the same day, and a
Competitive Bid Request shall not be made within five Business Days after the
date of any previous Competitive Bid Request unless any and all such previous
Competitive Bid Requests shall have been withdrawn or all Competitive Bids
received in response thereto rejected. Each telephonic Competitive Bid Request
shall be confirmed promptly by hand delivery or telecopy to the Administrative
Agent of a written Competitive Bid Request in a form approved by the
Administrative Agent and signed by the Company. Each such telephonic and written
Competitive Bid Request shall specify the following information in compliance
with Section 2.02:

                (i)   the aggregate amount of the requested Borrowing;

                (ii)  the date of such Borrowing, which shall be a Business Day;

                (iii) whether such Borrowing is to be a Eurocurrency Borrowing
     or a Fixed Rate Borrowing;

                (iv)  the Interest Period to be applicable to such Borrowing,
     which shall be a period contemplated by the definition of the term
     "Interest Period"; and

                (v)   the location and number of the Company's account to which
     funds are to be disbursed, which shall comply with the requirements of
     Section 2.08.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the US Tranche Lenders to submit Competitive Bids.

          (b)   Each US Tranche Lender may (but shall not have any obligation
to) make one or more Competitive Bids to the Company in response to a
Competitive Bid Request. Each Competitive Bid by a Lender must be in a form
approved by the Administrative Agent and must



                                       33
<PAGE>   38


be received by the Administrative Agent by telecopy, in the case of a
Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of the proposed Competitive Borrowing, and in the
case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on
the date of the proposed Competitive Borrowing. Competitive Bids that do not
conform to the form approved by the Administrative Agent may be rejected by the
Administrative Agent, and the Administrative Agent shall notify the applicable
Lender as promptly as practicable. Each Competitive Bid shall specify

                (i)   the principal amount (which shall be in an amount that is
     at least equal to the Borrowing Minimum and an integral multiple of the
     Borrowing Multiple, and which may equal the entire principal amount of the
     Competitive Borrowing requested by the Company) of the Competitive Loan or
     Loans that the Lender is willing to make,

                (ii)  the Competitive Bid Rate or Rates at which the Lender is
     prepared to make such Loan or Loans (expressed as a percentage rate per
     annum in the form of a decimal to no more than four decimal places) and

                (iii) the Interest Period applicable to each such Loan and the
     last day thereof.

          (c)   The Administrative Agent shall promptly notify the Company by
telecopy of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid and the identity of the US Tranche Lender that shall have made
such Competitive Bid.

          (d)   Subject only to the provisions of this paragraph, the Company
may accept or reject any Competitive Bid. The Company shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, (i) in the case of a Eurocurrency Borrowing, not
later than 12:00 noon, New York City time, three Business Days before the date
of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate
Borrowing, not later than 10:30 a.m., New York City time, on the date of the
proposed Competitive Borrowing; provided that

                (i)   the failure of the Company to give such notice shall be
     deemed to be a rejection of each Competitive Bid,

                (ii)  the Company shall not accept a Competitive Bid made at a
     particular Competitive Bid Rate if such Borrower rejects a Competitive Bid
     made at a lower Competitive Bid Rate,

                (iii) the aggregate amount of the Competitive Bids accepted by
     the Company shall not exceed the aggregate amount of the requested
     Competitive Borrowing specified in the related Competitive Bid Request,

                (iv)  to the extent necessary to comply with clause (iii) above,
     the Company may accept Competitive Bids at the same Competitive Bid Rate in
     part, which



                                       34
<PAGE>   39


     acceptance, in the case of multiple Competitive Bids at such Competitive
     Bid Rate, shall be made pro rata in accordance with the amount of each such
     Competitive Bid, and

                (v)   except pursuant to clause (iv) above, no Competitive Bid
     shall be accepted for a Competitive Loan unless such Competitive Loan is in
     a minimum principal amount of at least the Borrowing Minimum and an
     integral multiple of the Borrowing Multiple;

provided further that if a Competitive Loan must be in an amount less than the
Borrowing Minimum because of the provisions of clause (iv) above, such
Competitive Loan may be for a minimum of $1,000,000, and in calculating the pro
rata allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of the Borrowing Multiple in a manner determined
by the Company. A notice given by the Company pursuant to this paragraph shall
be irrevocable.

          (e)   The Administrative Agent shall promptly notify each bidding US
Tranche Lender by telecopy whether or not its Competitive Bid has been accepted
(and, if so, the amount and Competitive Bid Rate so accepted), and each
successful bidder will thereupon become bound, subject to the terms and
conditions hereof, to make the Competitive Loan in respect of which its
Competitive Bid has been accepted.

          (f)   If the Administrative Agent or one of its Affiliates shall elect
to submit a Competitive Bid in its capacity as a US Tranche Lender, it shall
submit such Competitive Bid directly to the Company at least one quarter of an
hour earlier than the time by which the other Lenders are required to submit
their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of
this Section.

          SECTION 2.06.  Swingline Loans.

          (a)   US Swingline Loans.

          (i)   Subject to the terms and conditions set forth herein, the US
     Swingline Lender agrees to make US Swingline Loans to the Company in US
     Dollars from time to time during the Revolving Availability Period, in an
     aggregate principal amount at any time outstanding that will not result in
     (i) the aggregate principal amount of outstanding US Swingline Loans
     exceeding $40,000,000 or (ii) the aggregate amount of the Lenders' US
     Tranche Revolving Exposures and Competitive Loan Exposures exceeding the
     aggregate amount of the US Tranche Commitments; provided that the US
     Swingline Lender shall not be required to make a US Swingline Loan to
     refinance an outstanding US Swingline Loan. Within the foregoing limits and
     subject to the terms and conditions set forth herein, the Company may
     borrow, prepay and reborrow US Swingline Loans.

          (ii)  To request a US Swingline Loan, the Company shall notify the
     Administrative Agent of such request by telephone (confirmed by telecopy),
     not later than 12:00 noon, New York City time, on the day of a proposed US
     Swingline Loan. Each such notice shall be irrevocable and shall specify the
     requested date (which shall be



                                       35
<PAGE>   40


     a Business Day) and amount of the requested US Swingline Loan. The
     Administrative Agent will promptly advise the US Swingline Lender of any
     such notice received from the Company. The US Swingline Lender shall make
     each US Swingline Loan available to the Company by means of a credit to the
     general deposit account of the Company with the US Swingline Lender by 3:00
     p.m., New York City time, on the requested date of such US Swingline Loan.

          (iii) The US Swingline Lender may by written notice given to the
     Administrative Agent not later than 10:00 a.m., New York City time, on any
     Business Day require the US Tranche Lenders to acquire participations on
     such Business Day in all or a portion of the US Swingline Loans
     outstanding. Such notice shall specify the aggregate amount of US Swingline
     Loans in which US Tranche Lenders will participate. Promptly upon receipt
     of such notice, the Administrative Agent will give notice thereof to each
     US Tranche Lender, specifying in such notice such US Tranche Lender's US
     Tranche Percentage of such US Swingline Loan or Loans. Each US Tranche
     Lender hereby absolutely and unconditionally agrees, upon receipt of notice
     as provided above, to pay to the Administrative Agent, for the account of
     the US Swingline Lender, such Lender's US Tranche Percentage of such US
     Swingline Loan or Loans. Each US Tranche Lender acknowledges and agrees
     that its obligation to acquire participations in US Swingline Loans
     pursuant to this paragraph is absolute and unconditional and shall not be
     affected by any circumstance whatsoever, including the occurrence and
     continuance of a Default or reduction or termination of the US Tranche
     Commitments, and that each such payment shall be made without any offset,
     abatement, withholding or reduction whatsoever. Each US Tranche Lender
     shall comply with its obligation under this paragraph by wire transfer of
     immediately available funds, in the same manner as provided in Section 2.08
     with respect to Loans made by such US Tranche Lender (and Section 2.08
     shall apply, mutatis mutandis, to the payment obligations of the US Tranche
     Lenders), and the Administrative Agent shall promptly pay to the US
     Swingline Lender the amounts so received by it from the US Tranche Lenders.
     The Administrative Agent shall notify the Company of any participations in
     any US Swingline Loan acquired pursuant to this paragraph, and thereafter
     payments in respect of such US Swingline Loan shall be made to the
     Administrative Agent and not to the US Swingline Lender. Any amounts
     received by the US Swingline Lender from the Company (or other party on
     behalf of the Company) in respect of a US Swingline Loan after receipt by
     the US Swingline Lender of the proceeds of a sale of participations therein
     shall be promptly remitted to the Administrative Agent; any such amounts
     received by the Administrative Agent shall be promptly remitted by the
     Administrative Agent to the US Tranche Lenders that shall have made their
     payments pursuant to this paragraph and to the US Swingline Lender, as
     their interests may appear. The purchase of participations in a US
     Swingline Loan pursuant to this paragraph shall not relieve the Company of
     any default in the payment thereof. Notwithstanding the foregoing, a US
     Tranche Lender shall not have any obligation to acquire a participation in
     a US Swingline Loan pursuant to this paragraph if an Event of Default shall
     have occurred and be continuing at the time such US Swingline Loan was made
     and such US Tranche Lender shall have notified the US Swingline Lender in
     writing, at least one Business Day prior to the time such US Swingline Loan
     was made, that such Event of Default has occurred and that such US



                                       36
<PAGE>   41


     Tranche Lender will not acquire participations in US Swingline Loans made
     while such Event of Default is continuing.

          (b)   Canadian Swingline Loans.

          (i)   Subject to the terms and conditions set forth herein, the
     Canadian Swingline Lender agrees to make Canadian Swingline Loans to any
     Canadian Borrower in Canadian Dollars from time to time during the
     Revolving Availability Period, in an aggregate principal amount at any time
     outstanding that will not result in (i) the aggregate principal amount of
     outstanding Canadian Swingline Loans exceeding $7,000,000 or (ii) the
     aggregate amount of the Lenders' Canadian Tranche Exposures exceeding the
     aggregate amount of the Canadian Tranche Commitments. Within the foregoing
     limits and subject to the terms and conditions set forth herein, any
     Canadian Borrower may borrow, prepay and reborrow Canadian Swingline Loans.

          (ii)  On each date upon which a check drawn by a Canadian Borrower on
     such Canadian Borrower's Canadian Dollar account with the Canadian
     Swingline Lender (the "Relevant Account") which would cause such account to
     become overdrawn is presented for payment, subject to the terms and
     conditions set forth herein, the Canadian Swingline Lender shall credit the
     Relevant Account with an amount in immediately available funds equal to the
     amount of such overdraft, which amount shall constitute a Canadian
     Swingline Loan.

          (iii) The Canadian Swingline Lender may by written notice given to the
     Canadian Agent (with a copy to the Administrative Agent) not later than
     10:00 a.m., Toronto time, on any Business Day require the Canadian Tranche
     Lenders to acquire participations on such Business Day in all or a portion
     of the Canadian Swingline Loans outstanding. Such notice shall specify the
     aggregate amount of Canadian Swingline Loans in which Canadian Tranche
     Lenders will participate. Promptly upon receipt of such notice, the
     Canadian Agent will give notice thereof to each Canadian Tranche Lender,
     specifying in such notice such Canadian Tranche Lender's Canadian Tranche
     Percentage of such Canadian Swingline Loan or Loans. Each Canadian Tranche
     Lender hereby absolutely and unconditionally agrees, upon receipt of notice
     as provided above, to pay to the Canadian Agent, for the account of the
     Canadian Swingline Lender, such Lender's Canadian Tranche Percentage of
     such Canadian Swingline Loan or Loans. Each Canadian Tranche Lender
     acknowledges and agrees that its obligation to acquire participations in
     Canadian Swingline Loans pursuant to this paragraph is absolute and
     unconditional and shall not be affected by any circumstance whatsoever,
     including the occurrence and continuance of a Default or reduction or
     termination of the Canadian Tranche Commitments, and that each such payment
     shall be made without any offset, abatement, withholding or reduction
     whatsoever. Each Canadian Tranche Lender shall comply with its obligation
     under this paragraph by wire transfer of immediately available funds, in
     the same manner as provided in Section 2.08 with respect to Loans made by
     such Canadian Tranche Lender (and Section 2.08 shall apply, mutatis
     mutandis, to the payment obligations of the Canadian Tranche Lenders), and
     the Canadian Agent shall promptly pay to the Canadian Swingline Lender the
     amounts so received by it from the Canadian Tranche Lenders. The Canadian
     Agent shall notify the Company of any



                                       37
<PAGE>   42


     participations in any Canadian Swingline Loan acquired pursuant to this
     paragraph, and thereafter payments in respect of such Canadian Swingline
     Loan shall be made to the Canadian Agent and not to the Canadian Swingline
     Lender. Any amounts received by the Canadian Swingline Lender from a
     Canadian Borrower (or other party on behalf of such Canadian Borrower) in
     respect of a Canadian Swingline Loan after receipt by the Canadian
     Swingline Lender of the proceeds of a sale of participations therein shall
     be promptly remitted to the Canadian Agent; any such amounts received by
     the Canadian Agent shall be promptly remitted by the Canadian Agent to the
     Canadian Tranche Lenders that shall have made their payments pursuant to
     this paragraph and to the Canadian Swingline Lender, as their interests may
     appear. The purchase of participations in a Canadian Swingline Loan
     pursuant to this paragraph shall not relieve any Canadian Borrower of any
     default in the payment thereof. Notwithstanding the foregoing, a Canadian
     Tranche Lender shall not have any obligation to acquire a participation in
     a Canadian Swingline Loan pursuant to this paragraph if an Event of Default
     shall have occurred and be continuing at the time such Canadian Swingline
     Loan was made and such Canadian Tranche Lender shall have notified the
     Canadian Swingline Lender in writing, at least one Business Day prior to
     the time such Canadian Swingline Loan was made, that such Event of Default
     has occurred and that such Canadian Tranche Lender will not acquire
     participations in Canadian Swingline Loans made while such Event of Default
     is continuing.

          SECTION 2.07.  Letters of Credit.

          (a)   General. Subject to the terms and conditions set forth herein,
(i) the Company may request the issuance (or the amendment, renewal or
extension) of US Letters of Credit denominated in US Dollars, and (ii) any
Canadian Borrower may request the issuance (or the amendment, renewal or
extension) of Canadian Letters of Credit denominated in Canadian Dollars, in any
case in a form reasonably acceptable to the Administrative Agent and the
applicable Issuing Bank, at any time and from time to time during the Revolving
Availability Period. In the event of any inconsistency between the terms and
conditions of this Agreement and the terms and conditions of any form of letter
of credit application or other agreement submitted by the applicable Borrower
to, or entered into by the applicable Borrower with, an Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.

          (b)   Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the applicable
Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the applicable
Issuing Bank) to the applicable Issuing Bank and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or
extension in accordance with the applicable Issuing Bank's customary notice
requirements) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, the date of
issuance, amendment, renewal or extension (which shall be a Business Day), the
date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such



                                       38
<PAGE>   43


other information as shall be necessary to prepare, amend, renew or extend such
Letter of Credit. If requested by the applicable Issuing Bank, the applicable
Borrower also shall submit a letter of credit application on the applicable
Issuing Bank's standard form in connection with any request for a Letter of
Credit. A Letter of Credit shall be issued, amended, renewed or extended only if
(and upon issuance, amendment, renewal or extension of each Letter of Credit the
applicable Borrower shall be deemed to represent and warrant, as applicable,
that), after giving effect to such issuance, amendment, renewal or extension (i)
the US LC Exposure shall not exceed $75,000,000 and the Canadian LC Exposure
shall not exceed $10,000,000 and (ii) the aggregate US Tranche Revolving
Exposures and Competitive Loan Exposures will not exceed the aggregate US
Tranche Commitments and the aggregate Canadian Tranche Exposure will not exceed
the aggregate Canadian Tranche Commitments.

          (c)   Expiration Date. Each Letter of Credit shall expire at or prior
to the close of business on the earlier of (i) the date one year after the date
of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Maturity Date.

          (d)   Participations. (i) By the issuance of a US Letter of Credit
(and on the Effective Date in the case of each Existing Letter of Credit
denominated in US Dollars), or an amendment to a US Letter of Credit increasing
the amount thereof, and without any further action on the part of the US Issuing
Bank or the US Tranche Lenders, the US Issuing Bank hereby grants to each US
Tranche Lender, and each US Tranche Lender hereby acquires from the US Issuing
Bank, a participation in such US Letter of Credit equal to such US Tranche
Lender's US Tranche Percentage of the aggregate amount available to be drawn
under such US Letter of Credit. In consideration and in furtherance of the
foregoing, each US Tranche Lender hereby absolutely and unconditionally agrees
to pay to the Administrative Agent, for the account of the US Issuing Bank, such
Lender's US Tranche Percentage of each LC Disbursement made by the US Issuing
Bank and not reimbursed by the Company on the date due as provided in paragraph
(e) of this Section or of any reimbursement payment required to be refunded to
the Company for any reason. Each US Tranche Lender acknowledges and agrees that
its obligation to acquire participations pursuant to this paragraph in respect
of US Letters of Credit is absolute and unconditional and shall not be affected
by any circumstance whatsoever, including any amendment, renewal or extension of
any US Letter of Credit or the occurrence and continuance of a Default or
reduction or termination of the US Tranche Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.

          (ii)  By the issuance of a Canadian Letter of Credit (and on the
Effective Date in the case of each Existing Letter of Credit denominated in
Canadian Dollars), or an amendment to a Canadian Letter of Credit increasing the
amount thereof, and without any further action on the part of the Canadian
Issuing Bank or the Canadian Tranche Lenders, the Canadian Issuing Bank hereby
grants to each Canadian Tranche Lender, and each Canadian Tranche Lender hereby
acquires from the Canadian Issuing Bank, a participation in such Canadian Letter
of Credit equal to such Canadian Tranche Lender's Canadian Tranche Percentage of
the aggregate amount available to be drawn under such Canadian Letter of Credit.
In consideration and in furtherance of the foregoing, each Canadian Tranche
Lender hereby absolutely and unconditionally agrees to pay to the Canadian
Agent, for the account of the Canadian Issuing



                                       39
<PAGE>   44


Bank, such Lender's Canadian Tranche Percentage of each LC Disbursement made by
the Canadian Issuing Bank and not reimbursed by the applicable Borrower on the
date due as provided in paragraph (e) of this Section or of any reimbursement
payment required to be refunded to the applicable Borrower for any reason. Each
Canadian Tranche Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Canadian Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Canadian Letter of Credit or the occurrence and continuance of a Default or
reduction or termination of the Canadian Tranche Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.

          (iii) Upon the request of any Lender at any time, each Issuing Bank
shall provide to such Lender information with respect to the undrawn amount of
outstanding Letters of Credit issued by such Issuing Bank at such time.

          (e)   Reimbursement. If an Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, the applicable Borrower shall reimburse such
LC Disbursement by paying to the Applicable Agent an amount equal to such LC
Disbursement, not later than 1:00 p.m., Local Time, on the date that such LC
Disbursement is made, if the applicable Borrower shall have received notice of
such LC Disbursement prior to 11:00 a.m., Local Time, on such date, or, if such
notice has not been received by the applicable Borrower prior to such time on
such date, then not later than 1:00 p.m., Local Time, on (A) the Business Day
that the applicable Borrower receives such notice, if such notice is received
prior to 11:00 a.m., Local Time, on the day of receipt, or (B) the Business Day
immediately following the day that the applicable Borrower receives such notice,
if such notice is not received prior to such time on the day of receipt. If the
applicable Borrower fails to make such payment when due then, upon notice from
the applicable Issuing Bank to the applicable Borrower and the Administrative
Agent, the Administrative Agent shall notify each US Tranche Lender or each
Canadian Tranche Lender, as applicable, of the applicable LC Disbursement, the
payment then due from the applicable Borrower in respect thereof and such
Lender's US Tranche Percentage or Canadian Tranche Percentage, as applicable,
thereof. Promptly following receipt of such notice, each such Lender shall pay
to the Applicable Agent its US Tranche Percentage or Canadian Tranche
Percentage, as applicable, of the payment then due from the applicable Borrower
in the same manner as provided in Section 2.08 with respect to Loans made by
such Lender (and Section 2.08 shall apply, mutatis mutandis, to the payment
obligations of the US Tranche Lenders and Canadian Tranche Lenders), and the
Applicable Agent shall promptly pay to the applicable Issuing Bank the amounts
so received by it from the US Tranche Lenders or Canadian Tranche Lenders, as
applicable. Promptly following receipt by the Applicable Agent of any payment
from the applicable Borrower pursuant to this paragraph, the Applicable Agent
shall distribute such payment to the applicable Issuing Bank or, to the extent
that US Tranche Lenders or Canadian Tranche Lenders, as applicable, have made
payments pursuant to this paragraph to reimburse the applicable Issuing Bank,
then to such US Tranche Lenders or Canadian Tranche Lenders, as applicable, and
the applicable Issuing Bank as their interests may appear. Any payment made by a
US Tranche Lender or a Canadian Tranche Lender pursuant to this paragraph to
reimburse the applicable Issuing Bank for any LC Disbursement shall not
constitute a Loan and shall not relieve the applicable Borrower of its
obligation to reimburse such LC Disbursement.




                                       40
<PAGE>   45


          (f)   Obligations Absolute. The applicable Borrower's obligations to
reimburse LC Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of

                (i)   any lack of validity or enforceability of any Letter of
     Credit or this Agreement or any other Loan Document, or any term or
     provision herein or therein,

                (ii)  any draft or other document presented under a Letter of
     Credit proving to be forged, fraudulent or invalid in any respect or any
     statement therein being untrue or inaccurate in any respect,

                (iii) payment by an Issuing Bank under a Letter of Credit
     against presentation of a draft or other document that does not comply with
     the terms of such Letter of Credit, or

                (iv)  any other event or circumstance whatsoever, whether or not
     similar to any of the foregoing, that might, but for the provisions of this
     Section, constitute a legal or equitable discharge of, or provide a right
     of set-off against, the Borrowers' obligations hereunder. None of the
     Administrative Agent, the Canadian Agent, the US Tranche Lenders, the
     Canadian Tranche Lenders or the Issuing Banks, or any of their Related
     Parties, shall have any liability or responsibility by reason of or in
     connection with the issuance or transfer of any Letter of Credit or any
     payment or failure to make any payment thereunder (irrespective of any of
     the circumstances referred to in the preceding sentence), or any error,
     omission, interruption, loss or delay in transmission or delivery of any
     draft, notice or other communication under or relating to any Letter of
     Credit (including any document required to make a drawing thereunder), any
     error in interpretation of technical terms or any consequence arising from
     causes beyond the control of the applicable Issuing Bank; provided that the
     foregoing shall not be construed to excuse the applicable Issuing Bank from
     liability to the applicable Borrower to the extent of any direct damages
     (as opposed to consequential damages, claims in respect of which are hereby
     waived by each of the Borrowers to the extent permitted by applicable law)
     suffered by the applicable Borrower that are caused by the applicable
     Issuing Bank's failure to exercise care when determining whether drafts and
     other documents presented under a Letter of Credit comply with the terms
     thereof. The parties hereto expressly agree that, in the absence of gross
     negligence or willful misconduct on the part of an Issuing Bank (as finally
     determined by a court of competent jurisdiction), such Issuing Bank shall
     be deemed to have exercised care in each such determination. In furtherance
     of the foregoing and without limiting the generality thereof, the parties
     agree that, with respect to documents presented which appear on their face
     to be in substantial compliance with the terms of a Letter of Credit, the
     applicable Issuing Bank may, in its sole discretion, either accept and make
     payment upon such documents without responsibility for further
     investigation, regardless of any notice or information to the contrary, or
     refuse to accept and make payment upon such documents if such documents are
     not in strict compliance with the terms of such Letter of Credit.



                                       41
<PAGE>   46



          (g)   Disbursement Procedures. The applicable Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. The applicable Issuing
Bank shall promptly notify the Administrative Agent and the applicable Borrower
by telephone (confirmed by telecopy) of such demand for payment and whether such
Issuing Bank has made or will make an LC Disbursement thereunder; provided that
any failure to give or delay in giving such notice shall not relieve the
applicable Borrower of its obligation to reimburse such Issuing Bank and the US
Tranche Lenders or Canadian Tranche Lenders, as applicable, with respect to any
such LC Disbursement.

          (h)   Interim Interest. If the applicable Issuing Bank shall make any
LC Disbursement, then, unless the applicable Borrower shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made, the unpaid amount
thereof shall bear interest, for each day from and including the date such LC
Disbursement is made to but excluding the date that the applicable Borrower
reimburses such LC Disbursement, at the rate per annum then applicable to ABR
Loans, in the case of a US Letter of Credit, or at the rate per annum then
applicable to Canadian Prime Rate Loans, in the case of a Canadian Letter of
Credit; provided that, at all times after the applicable Borrower fails to
reimburse such LC Disbursement when due pursuant to paragraph (e) of this
Section, Section 2.15(e) shall apply. Interest accrued pursuant to this
paragraph shall be for the account of the applicable Issuing Bank, except that
interest accrued on and after the date of payment by any US Tranche Lender or
Canadian Tranche Lender, as applicable, pursuant to paragraph (e) of this
Section to reimburse the applicable Issuing Bank shall be for the account of
such Lender to the extent of such payment.

          (i)   Replacement of the Issuing Bank. An Issuing Bank may be replaced
at any time by written agreement among the Company, the Administrative Agent,
the replaced Issuing Bank and the successor Issuing Bank. The Administrative
Agent shall notify the Lenders of any such replacement of an Issuing Bank. At
the time any such replacement shall become effective, the Company shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.14(c). From and after the effective date of any such replacement, (i)
the successor Issuing Bank shall have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit.

          (j)   Cash Collateralization. (i) If any Event of Default shall occur
and be continuing, on the Business Day that the Company receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, US Tranche Lenders with US LC Exposure representing
greater than 50% of the total US LC Exposure) demanding the deposit of cash
collateral pursuant to this paragraph, the Company shall deposit in an account
with the Administrative Agent, in the name of the Administrative Agent and for
the benefit of the US Tranche Lenders, an amount in cash equal to the US LC
Exposure as of such date plus any accrued and unpaid interest thereon; provided
that the



                                       42
<PAGE>   47


obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to the Company described in Section 7.01 (g) or (h). Such deposit shall
be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Company under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Company's risk
and expense, such deposits shall not bear interest. Interest or profits, if any,
on such investments shall accumulate in such account. Moneys in such account
shall be applied by the Administrative Agent to reimburse the US Issuing Bank
for LC Disbursements for which it has not been reimbursed and, to the extent not
so applied, shall be held for the satisfaction of the reimbursement obligations
of the Company for the US LC Exposure at such time or, if the maturity of the
Loans has been accelerated (but subject to the consent of US Tranche Lenders
with US LC Exposures representing greater than 50% of the total US LC Exposure)
be applied to satisfy other obligations of the Company under this Agreement. If
the Company is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid) shall be returned to it within three Business Days after
all Events of Default have been cured or waived.

          (ii)  If any Event of Default shall occur and be continuing, on the
Business Day that the applicable Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Canadian Tranche Lenders with Canadian LC Exposure
representing greater than 50% of the total Canadian LC Exposure) demanding the
deposit of cash collateral pursuant to this paragraph, the applicable Borrower
shall deposit in an account with the Canadian Agent, in the name of the Canadian
Agent and for the benefit of the Canadian Tranche Lenders, an amount in cash
equal to the Canadian LC Exposure as of such date plus any accrued and unpaid
interest thereon; provided that the obligation to deposit such cash collateral
shall become effective immediately, and such deposit shall become immediately
due and payable, without demand or other notice of any kind, upon the occurrence
of any Event of Default with respect to the applicable Borrower described in
Section 7.01(g) or (h). Such deposit shall be held by the Canadian Agent as
collateral for the payment and performance of the obligations of the applicable
Borrower under this Agreement. The Canadian Agent shall have exclusive dominion
and control, including the exclusive right of withdrawal, over such account.
Other than any interest earned on the investment of such deposits, which
investments shall be made at the option and sole discretion of the Canadian
Agent and at the applicable Borrower's risk and expense, such deposits shall not
bear interest. Interest or profits, if any, on such investments shall accumulate
in such account. Moneys in such account shall be applied by the Canadian Agent
to reimburse the Canadian Issuing Bank for LC Disbursements for which it has not
been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the applicable Borrower for the
Canadian LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Canadian Tranche Lenders with
Canadian LC Exposures representing greater than 50% of the total Canadian LC
Exposure) be applied to satisfy other obligations of the applicable Borrower
under this Agreement. If the applicable Borrower is required to provide an
amount of cash collateral hereunder as a result of the occurrence of an Event of
Default, such



                                       43
<PAGE>   48


amount (to the extent not applied as aforesaid) shall be returned to it within
three Business Days after all Events of Default have been cured or waived.

          (k)   Existing Letters of Credit. Certain letters of credit issued for
the account of the Company by Chase and outstanding on the Effective Date are
identified on Schedule 2.07 (the "Existing Letters of Credit"). As of the
Effective Date, (i) the Existing Letters of Credit shall be deemed to be Letters
of Credit issued pursuant to and in compliance with this Section 2.07, (ii) the
undrawn amount of the Existing Letters of Credit and the unreimbursed amount of
LC Disbursements with respect to the Existing Letters of Credit shall be
included in the calculation of Canadian LC Exposure and US LC Exposure, as
applicable, (iii) the provisions of this Section 2.07 and Section 2.14(c) shall
apply to the Existing Letters of Credit, and the Company and the Lenders hereby
expressly acknowledge their respective obligations hereunder with respect to the
Existing Letters of Credit, and (iv) all liabilities of the Company hereunder
with respect to the Existing Letters of Credit shall constitute Obligations.

          SECTION 2.08.  Funding of Borrowings.

          (a)   Each Lender shall make each Loan or payment of Net Acceptance
Proceeds to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds in the applicable currency by 11:00
a.m., Local Time, to the account of the Applicable Agent most recently
designated by it for such purpose for Loans or Acceptances of such Class and
currency by notice to the applicable Lenders; provided that Swingline Loans
shall be made as provided in Section 2.06. The Applicable Agent will make such
Loans or Net Acceptance Proceeds available to the relevant Borrower by promptly
crediting the amounts so received, in like funds, to an account of such Borrower
maintained by the Applicable Agent in New York City, in the case of Loans
denominated in US Dollars, and in Toronto, in the case of Loans or Acceptances
denominated in Canadian Dollars.

          (b)   Unless the Applicable Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Applicable Agent such Lender's share of such Borrowing,
the Applicable Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the relevant Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Applicable Agent, then the
applicable Lender and such Borrower severally agree to pay to the Applicable
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to such
Borrower to but excluding the date of payment to the Applicable Agent, at (i) in
the case of such Lender, the rate reasonably determined by the Applicable Agent
to be the cost to it of funding such amount or (ii) in the case of such
Borrower, the interest rate applicable to the subject Loan or Acceptance. If
such Lender pays such amount to the Applicable Agent, then such amount shall
constitute such Lender's Loan or Acceptance included in such Borrowing and the
Applicable Agent shall return to such Borrower any amount (including interest)
paid by such Borrower to the Applicable Agent pursuant to this paragraph.




                                       44
<PAGE>   49


          SECTION 2.09.  Repayment of Borrowings; Evidence of Debt.

          (a)   (i) Each Borrower hereby unconditionally promises to pay to the
Applicable Agent for the accounts of the applicable Lenders (A) the then unpaid
principal amount of each Revolving Borrowing of such Borrower on the Maturity
Date and (B) the then unpaid principal amount of each Competitive Loan on the
last day of the Interest Period applicable thereto; (ii) the Company hereby
unconditionally promises to pay to the US Swingline Lender the then unpaid
principal amount of each US Swingline Loan on the earlier of the Maturity Date
and the first date after such US Swingline Loan is made that is the 15th or last
day of a calendar month and is at least two Business Days after such US
Swingline Loan is made, provided that on each date that a US Tranche Revolving
Borrowing or Competitive Borrowing is made, the Company shall repay all US
Swingline Loans then outstanding; and (iii) each Canadian Borrower hereby
unconditionally promises to pay to the Canadian Swingline Lender the then unpaid
principal amount of each Canadian Swingline Loan on the Maturity Date. Each
Borrower agrees to repay the principal amount of each Loan made to such Borrower
and the accrued interest thereon in the currency of such Loan. Each Canadian
Borrower agrees to make all payments required with respect to Acceptances in
accordance with Section 2.04.

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

          (c)   The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan and Acceptance made hereunder, the
Class, Type and currency thereof and the Interest Period applicable thereto,
(ii) the amount of any principal or interest due and payable or to become due
and payable from each Borrower to each Lender hereunder and (iii) the amount of
any sum received by any Agent hereunder for the accounts of the Lenders and each
Lender's share thereof. The Canadian Agent shall furnish to the Administrative
Agent, promptly after the making of any Loan or Borrowing with respect to which
it is the Applicable Agent or the receipt of any payment of principal or
interest with respect to any such Loan or Borrowing, information with respect
thereto that will enable the Administrative Agent to maintain the accounts
referred to in the preceding sentence. The Administrative Agent shall notify the
Canadian Agent in writing promptly after the making of any Loan or Borrowing
with respect to which it is the Applicable Agent or the receipt of payment of
any principal with respect to any such Loan or Borrowing.

          (d)   The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of any Borrower
to repay the Loans in accordance with the terms of this Agreement.

          (e)   Any Lender may request that Loans of any Class made by it to any
Borrower be evidenced by a promissory note. In such event, each applicable
Borrower shall prepare, execute and deliver to such Lender a promissory note
payable to the order of such Lender (or, if requested by such Lender, to such
Lender and its registered assigns) and in a form



                                       45
<PAGE>   50


approved by the Administrative Agent. Thereafter, the Loans evidenced by each
such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 11.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

          SECTION 2.10.  Interest Elections.

          (a)   Each Revolving Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Eurocurrency
Borrowing, shall have an initial Interest Period as specified in such Borrowing
Request. Thereafter, the relevant Borrower may elect to convert such Borrowing
to a different Type or to continue such Borrowing and, in the case of a
Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in
this Section and on terms consistent with the other provisions of this
Agreement. A Borrower may elect different options with respect to different
portions of an affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate
Revolving Borrowing.

          (b)   To make an election pursuant to this Section, a Borrower, or the
Company on its behalf, shall notify the Applicable Agent of such election by
telephone by the time that a Borrowing Request would be required under Section
2.03 if such Borrower were requesting a Revolving Borrowing of the Type
resulting from such election to be made on the effective date of such election.
Each such telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Applicable Agent of a
written Interest Election Request in a form approved by the Administrative Agent
and signed by the relevant Borrower, or the Company on its behalf.
Notwithstanding any contrary provision herein, this Section shall not be
construed to permit any Borrower to (i) change the currency of any Borrowing,
(ii) elect an Interest Period for Eurocurrency Loans that does not comply with
Section 2.02(d) or (iii) convert any Borrowing to a Borrowing of a Type not
available under the Class of Commitments pursuant to which such Borrowing was
made.

          (c)   Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

                (i)   the Borrowing to which such Interest Election Request
     applies and, if different options are being elected with respect to
     different portions thereof, the portions thereof to be allocated to each
     resulting Borrowing (in which case the information to be specified pursuant
     to clauses (iii) and (iv) below shall be specified for each resulting
     Borrowing);

                (ii)  the effective date of the election made pursuant to such
     Interest Election Request, which shall be a Business Day;

                (iii) the Type of the resulting Borrowing; and



                                       46
<PAGE>   51



                (iv)  if the resulting Borrowing is to be a Eurocurrency
     Borrowing, the Interest Period to be applicable thereto after giving effect
     to such election, which shall be a period contemplated by the definition of
     the term "Interest Period".

If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then the relevant Borrower shall be deemed to
have selected an Interest Period of one month's duration.

          (d)   Promptly following receipt of an Interest Election Request, the
Applicable Agent shall advise each Lender holding a Loan to which such request
relates of the details thereof and of such Lender's portion of each resulting
Borrowing.

          (e)   If the relevant Borrower fails to deliver a timely Interest
Election Request with respect to a Eurocurrency Borrowing prior to the end of
the Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period, such Borrowing shall be
converted to an ABR Borrowing.

          (f)   If any Interest Election Request requests a Borrowing of
Acceptances, the applicable provisions of Section 2.04 shall apply.

          SECTION 2.11.  Termination and Reduction of Commitments.

          (a)   Unless previously terminated, the Commitments shall terminate on
the Maturity Date.

          (b)   The Company may at any time terminate, or from time to time
reduce, the Commitments of any Class; provided that (i) each reduction of the
Commitments of any Class shall be in an amount that is an integral multiple of
the Borrowing Multiple and not less than the Borrowing Minimum, (ii) the Company
shall not terminate or reduce the US Tranche Commitments if, after giving effect
to any concurrent prepayment of the US Tranche Revolving Loans in accordance
with Section 2.13, the sum of the aggregate US Tranche Revolving Exposures and
the aggregate Competitive Loan Exposures would exceed the aggregate US Tranche
Commitments, and (iii) the Company shall not terminate or reduce the Canadian
Tranche Commitments if, after giving effect to any concurrent prepayment of the
Canadian Tranche Revolving Loans in accordance with Section 2.13, the aggregate
Canadian Tranche Exposures would exceed the aggregate Canadian Tranche
Commitments.

          (c)   The Company shall notify the Administrative Agent of any
election to terminate or reduce the Commitments of any Class under paragraph (b)
of this Section at least three Business Days prior to the effective date of such
termination or reduction, specifying the effective date of such election.
Promptly following receipt of any such notice, the Administrative Agent shall
advise the Canadian Agent and the applicable Lenders of the contents thereof.
Each notice delivered by the Company pursuant to this Section shall be
irrevocable; provided that a notice of termination of the Commitments delivered
by the Company may state that such notice is conditioned upon the effectiveness
of other credit facilities, in which case such notice may be revoked by the
Company (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. Any termination or reduction
of the



                                       47
<PAGE>   52


Commitments of any Class shall be permanent. Each reduction of the Commitments
of any Class shall be made ratably among the applicable Lenders in accordance
with their respective Commitments of such Class.

          SECTION 2.12.  Increase in Commitments.

          (a)   The Company may, by written notice to the Administrative Agent
(which shall promptly deliver a copy to each of the Lenders), request that the
total US Tranche Commitments or Canadian Tranche Commitments be increased by an
amount not less than $25,000,000 for any such increase; provided that after
giving effect to any such increase the sum of the total Commitments and the
commitments under the 364-Day Credit Agreement shall not exceed $750,000,000.
Such notice shall set forth the amount of the requested increase in the total US
Tranche Commitments or Canadian Tranche Commitments, as the case may be, and the
date on which such increase is requested to become effective (which shall be not
less than 30 Business Days or more than 60 days after the date of such notice),
and shall offer each Lender the opportunity to increase its Commitment by its US
Tranche Percentage or Canadian Tranche Percentage, as the case may be, of the
proposed increased amount. Each Lender shall, by notice to the Company and the
Administrative Agent given not more than 10 Business Days after the date of the
Company's notice, either agree to increase its applicable Commitment by all or a
portion of the offered amount (each Lender so agreeing being an "Increasing
Lender") or decline to increase its applicable Commitment (and any Lender that
does not deliver such a notice within such period of 10 Business Days shall be
deemed to have declined to increase its Commitment) (each Lender so declining or
deemed to have declined being a "Non-Increasing Lender"). In the event that, on
the 10th Business Day after the Company shall have delivered a notice pursuant
to the first sentence of this paragraph, the Lenders shall have agreed pursuant
to the preceding sentence to increase their Commitments by an aggregate amount
less than the increase in the total Commitments requested by the Company, the
Company may arrange for one or more banks or other financial institutions (any
such bank or other financial institution being called an "Augmenting Lender"),
which may include any Lender, to extend US Tranche Commitments or Canadian
Tranche Commitments, as the case may be, or increase their existing US Tranche
Commitments or Canadian Tranche Commitments, as the case may be, in an aggregate
amount equal to the unsubscribed amount; provided that each Augmenting Lender,
if not already a Lender hereunder, an Affiliate of a Lender or a Related Fund of
a Lender, shall be subject to the approval of the Administrative Agent, the US
Issuing Bank and the US Swingline Lender and, if the Augmenting Lender has a
Canadian Tranche Commitment, the Canadian Agent, the Canadian Issuing Bank and
the Canadian Swingline Lender (which approval shall not be unreasonably
withheld), and the Borrowers and each Augmenting Lender shall execute all such
documentation as the Administrative Agent shall reasonably specify to evidence
the Commitment of such Augmenting Lender and/or its status as a Lender
hereunder. Any increase in the total US Tranche Commitments or Canadian Tranche
Commitments, as the case may be, may be made in an amount which is less than the
increase requested by the Company if the Company is unable to arrange for, or
chooses not to arrange for, Augmenting Lenders.

          (b)   On the effective date (the "Increase Effective Date") of any
increase in the total US Tranche Commitments or Canadian Tranche Commitments
pursuant to this Section 2.12 (the "Commitment Increase"),



                                       48
<PAGE>   53


                (i)   the aggregate principal amount of the US Tranche Revolving
     Loans or Canadian Tranche Revolving Loans, as the case may be, outstanding
     (the "Initial Loans") immediately prior to giving effect to the Commitment
     Increase on the Increase Effective Date shall be deemed to be paid,

                (ii)  each Increasing Lender and each Augmenting Lender that
     shall have been a US Tranche Lender or Canadian Tranche Lender, as the case
     may be, prior to the Commitment Increase shall pay to the Applicable Agent
     in same day funds an amount equal to the difference between (A) the product
     of (1) such Lender's US Tranche Percentage or Canadian Tranche Percentage,
     as the case may be (calculated after giving effect to the Commitment
     Increase), multiplied by (2) the amount of the Subsequent Borrowings (as
     hereinafter defined) and (B) the product of (1) such Lender's US Tranche
     Percentage or Canadian Tranche Percentage, as the case may be (calculated
     without giving effect to the Commitment Increase), multiplied by (2) the
     amount of the Initial Loans,

                (iii) each Augmenting Lender that shall not have been a Lender
     prior to the Commitment Increase shall pay to the Applicable Agent in same
     day funds an amount equal to the product of (1) such Augmenting Lender's US
     Tranche Percentage or Canadian Tranche Percentage (calculated after giving
     effect to the Commitment Increase) multiplied by (2) the amount of the
     Subsequent Borrowings,

                (iv)  after the Applicable Agent receives the funds specified in
     clauses (ii) and (iii) above, the Applicable Agent shall pay to each
     Non-Increasing Lender the portion of such funds that is equal to the
     difference between (A) the product of (1) such Non-Increasing Lender's US
     Tranche Percentage or Canadian Tranche Percentage (calculated without
     giving effect to the Commitment Increase) multiplied by (2) the amount of
     the Initial Loans, and (B) the product of (1) such Non-Increasing Lender's
     US Tranche Percentage or Canadian Tranche Percentage (calculated after
     giving effect to the Commitment Increase) multiplied by (2) the amount of
     the Subsequent Borrowings,

                (v)   after the effectiveness of the Commitment Increase, the
     applicable Borrowers shall be deemed to have made new Borrowings (the
     "Subsequent Borrowings") in an aggregate principal amount equal to the
     aggregate principal amount of the Initial Loans and of the types and for
     the Interest Periods specified in a Borrowing Request delivered to the
     Administrative Agent in accordance with Section 2.03,

                (vi)  each Non-Increasing Lender, each Increasing Lender and
     each Augmenting Lender shall be deemed to hold its US Tranche Percentage or
     Canadian Tranche Percentage, as the case may be, of each Subsequent
     Borrowing (each calculated after giving effect to the Commitment Increase),

                (vii) the applicable Borrowers shall pay each Increasing Lender
     and each Non-Increasing Lender any and all accrued but unpaid interest on
     the Initial Loans and



                                       49
<PAGE>   54


                (viii) notwithstanding the foregoing, any Acceptances
     outstanding on the Increase Effective Date shall remain outstanding in
     accordance with their terms, provided that:

                (x)    the amount of the Discount referable to any such
                Acceptance of a particular Canadian Tranche Lender (the "Holding
                Canadian Tranche Lender") shall remain the property of such
                Holding Canadian Tranche Lender;

                (y)    each Canadian Tranche Lender, other than the Holding
                Canadian Tranche Lender, shall indemnify and hold harmless the
                Holding Canadian Tranche Lender for any payment made by the
                Holding Canadian Tranche Lender in respect of the face amount of
                such Acceptance, to the extent that the Borrower does not repay
                such amount as required by Section 2.04(g), in accordance with
                such Canadian Tranche Lender's Canadian Tranche Percentage
                (calculated after giving effect to the Commitment Increase),
                provided that if a Rollover or Conversion of such Acceptance
                takes place on the maturity date of such Acceptance and on or
                after the Increase Effective Date, such Rollover or Conversion
                shall be effected after giving effect to the Commitment Increase
                and in accordance with the Canadian Tranche Lenders' Canadian
                Tranche Percentages (including the Canadian Tranche Percentage
                of the Holding Canadian Tranche Lender) at the date of such
                Rollover or Conversion; and

                (z)    no later than five Business Days following such Increase
                Effective Date, such Holding Canadian Tranche Lender shall pay
                to the Canadian Agent for the account of, and disbursement to,
                the other Canadian Tranche Lenders, in accordance with their
                respective Canadian Tranche Percentages after giving effect to
                the Commitment Increase, an amount equal to the amount remaining
                when that portion of the Stamping Fee relevant to the then
                remaining term of such Acceptance (the "Referable Stamping Fee
                Portion") multiplied by 20% is deducted from the Referable
                Stamping Fee Portion.

The deemed payments made pursuant to clause (i) above in respect of each
Eurocurrency Loan shall be subject to indemnification by the Borrowers pursuant
to the provisions of Section 2.18 if the Increase Effective Date occurs other
than on the last day of the Interest Period relating thereto and breakage costs
result.

          (c)   Increases and new Commitments created pursuant to this Section
2.12 shall become effective on the date specified in the notice delivered by the
Company pursuant to the first sentence of paragraph (a) above.

          (d)   Notwithstanding the foregoing, no increase in the Commitments of
any Class (or in any Commitment of any Lender) or addition of an Augmenting
Lender shall become effective under this Section unless, (i) on the date of such
increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02
shall be satisfied and the Administrative Agent shall have



                                       50
<PAGE>   55


received a certificate to that effect dated such date and executed by the chief
financial officer of the Company, and (ii) the Administrative Agent shall have
received (with sufficient copies for each of the Lenders) documents consistent
with those delivered on the Effective Date under clauses (b) and (c) of Section
4.01 as to the corporate power and authority of the applicable Borrowers to
borrow hereunder after giving effect to such increase.

          SECTION 2.13.  Prepayment of Loans.

          (a)   Any Borrower shall have the right at any time and from time to
time to prepay any Borrowing of such Borrower in whole or in part, subject to
prior notice in accordance with paragraph (d) of this Section; provided, that
Competitive Loans may be prepaid only with the consent of the Lenders making
such Loans.

          (b)   If the aggregate Exposures of any Class shall exceed the
aggregate Commitments of such Class (reduced, in the case of the US Tranche
Commitments, by the aggregate amount of the US Tranche Lenders' Competitive Loan
Exposures), then (i) on the last day of any Interest Period for any Eurocurrency
Revolving Borrowing of such Class and (ii) on any other date in the event ABR
Revolving Borrowings or Canadian Prime Rate Revolving Borrowings shall be
outstanding under such Class, the applicable Borrowers shall prepay Revolving
Loans, obligations in respect of outstanding Acceptances or Competitive Loans of
such Class in an amount equal to the lesser of (A) the amount necessary to
eliminate such excess (after giving effect to any other prepayment of Loans on
such day) and (B) the amount of the applicable Borrowings referred to in clause
(i) or (ii), as applicable. If, on any Reset Date, the aggregate amount of the
Exposures of any Class shall exceed 105% of the aggregate Commitments of such
Class (reduced, in the case of the US Tranche Commitments, by the aggregate
amount of the US Tranche Lenders' Competitive Loan Exposures), then the
applicable Borrowers shall, not later than the next Business Day, prepay one or
more Borrowings of such Class in an aggregate principal amount sufficient to
eliminate such excess.

          (c)   Prior to any optional or mandatory prepayment of Borrowings
hereunder, the applicable Borrower shall select the Borrowing or Borrowings to
be prepaid and shall specify such selection in the notice of such prepayment
pursuant to paragraph (d) of this Section.

          (d)   The applicable Borrower, or the Company on behalf of the
applicable Borrower, shall notify the Applicable Agent (and, in the case of
prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by
telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a
Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three Business
Days before the date of such prepayment, (b) in the case of an ABR Borrowing or
a Canadian Prime Rate Revolving Borrowing, not later than 11:00 a.m., Local
Time, one Business Day before the date of such prepayment, (c) in the case of a
Borrowing of Acceptances, not later than 11:00 a.m., Local Time, five Business
Days before the date of such prepayment, and (d) in the case of a Swingline
Loan, not later than 12:00 noon, Local Time, on the date of such prepayment.
Each such notice shall be irrevocable and shall specify the prepayment date and
the principal amount of each Borrowing or portion thereof to be prepaid;
provided that, if a notice of optional prepayment is given in connection with a
conditional notice of termination of the Commitments as contemplated by Section
2.11(c), then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with



                                       51
<PAGE>   56



Section 2.11(c). Promptly following receipt of any such notice, the Applicable
Agent shall advise the applicable Lenders of the contents thereof. Each partial
prepayment of any Borrowing shall be in an amount that would be permitted in the
case of an advance of a Borrowing of the same Type as provided in Section 2.02.
Each prepayment of a Borrowing shall be applied ratably to the Loans included in
the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest
to the extent required by Section 2.15 and (ii) break funding payments pursuant
to Section 2.18.

          SECTION 2.14.  Fees.

          (a)   Facility Fee. The Company agrees to pay to the Administrative
Agent for the account of each US Tranche Lender a facility fee, which shall
accrue at the Applicable Rate on the daily amount of the US Tranche Commitment
of such US Tranche Lender (whether used or unused) during the period from and
including the date hereof to but excluding the date on which such US Tranche
Commitment terminates; provided that, if such US Tranche Lender continues to
have any US Tranche Revolving Exposure or Competitive Loan Exposure after its US
Tranche Commitment terminates, then such facility fee shall continue to accrue
on the daily amount of such US Tranche Lender's US Tranche Revolving Exposure
and Competitive Loan Exposure to but excluding the date on which such US Tranche
Lender ceases to have any such Exposure. The Borrowers jointly and severally
agree to pay to the Canadian Agent for the account of each Canadian Tranche
Lender a facility fee, which shall accrue at the Applicable Rate on the daily
amount of the Canadian Tranche Commitment of such Canadian Tranche Lender
(whether used or unused) during the period from and including the date hereof to
but excluding the date on which such Canadian Tranche Commitment terminates;
provided that, if such Canadian Tranche Lender continues to have any Canadian
Tranche Exposure after its Canadian Tranche Commitment terminates, then such
facility fee shall continue to accrue on the daily amount of such Canadian
Tranche Lender's Canadian Tranche Exposure to but excluding the date on which
such Canadian Tranche Lender ceases to have any such Exposure. Accrued facility
fees shall be payable in arrears on the last day of March, June, September and
December of each year, commencing on the first such date to occur after the date
hereof, and on the date on which all the Commitments shall have terminated and
the Lenders shall have no further Exposures. All facility fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

          (b)   Utilization Fee. For each day on which the sum of (a) the total
Exposures of all of the Lenders plus (b) the total Exposures (as defined in the
364-Day Credit Agreement) of the lenders under the 364-Day Credit Agreement on
such day equals or exceeds 33% of the sum of (x) the aggregate amount of the
Lenders' Commitments plus (y) the aggregate amount of the Commitments (as
defined in the 364-Day Credit Agreement) of the lenders under the 364-Day Credit
Agreement on such day, each Borrower agrees to pay to the Applicable Agent for
the account of each Lender a utilization fee at the rate of 0.125% per annum on
the outstanding principal amount of such Borrower's Loans and unreimbursed LC
Disbursements, the outstanding face amount of such Borrower's Acceptances and
the undrawn amount of each Letter of Credit issued for the account of such
Borrower outstanding on such day. Accrued utilization fees shall be payable in
arrears on the last day of March, June, September and December of each year,
commencing on the first such date to occur after the date hereof, and on




                                       52
<PAGE>   57


the date on which all the Commitments shall have terminated and the Lenders
shall have no further Exposures. All utilization fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

          (c)   Letter of Credit Fees.

                (i)   The Company agrees to pay to the Administrative Agent for
     the account of each US Tranche Lender a participation fee with respect to
     its participations in US Letters of Credit, which shall accrue at the
     Applicable Rate used to determine the interest rate applicable to US
     Tranche Eurocurrency Revolving Loans on the daily amount of such US Tranche
     Lender's US LC Exposure (excluding any portion thereof attributable to
     unreimbursed LC Disbursements) during the period from and including the
     date hereof to but excluding the later of the date on which such US Tranche
     Lender's US Tranche Commitment terminates and the date on which such Lender
     ceases to have any US LC Exposure.

                (ii)  Each Canadian Borrower agrees to pay to the Canadian Agent
     for the account of each Canadian Tranche Lender a participation fee with
     respect to its participations in Canadian Letters of Credit issued for the
     account of such Canadian Borrower, which shall accrue at the Applicable
     Rate used to determine the interest rate applicable to Canadian Tranche
     Eurocurrency Revolving Loans on the daily undrawn amount of each such
     Canadian Letter of Credit during the period from and including the date
     hereof to but excluding the later of the date on which such Canadian
     Tranche Lender's Canadian Tranche Commitment terminates and the date on
     which such Lender ceases to have any Canadian LC Exposure.

                (iii) The Company agrees to pay the US Issuing Bank a fronting
     fee, which shall accrue at the rate of 0.20% per annum on the average daily
     undrawn amount of each US Letter of Credit during the period from and
     including the date hereof to but excluding the later of the date of
     termination of the US Tranche Commitments and the date on which there
     ceases to be any US LC Exposure, as well as the US Issuing Bank's standard
     fees with respect to the issuance, amendment, renewal or extension of each
     such US Letter of Credit or processing of drawings thereunder.

                (iv)  Each Canadian Borrower agrees to pay to the Canadian
     Issuing Bank a fronting fee, which shall accrue at the rate of 0.20% per
     annum on the average daily undrawn amount of each Canadian Letter of Credit
     issued for the account of such Canadian Borrower during the period from and
     including the date hereof to but excluding the later of the date of
     termination of the Canadian Tranche Commitments and the date on which there
     ceases to be any Canadian LC Exposure, as well as the Canadian Issuing
     Bank's standard fees with respect to the issuance, amendment, renewal or
     extension of each such Canadian Letter of Credit or processing of drawings
     thereunder.

Participation fees and fronting fees accrued under this paragraph through and
including the last day of March, June, September and December of each year shall
be payable on such last day, commencing on the first such date to occur after
the date hereof; provided that all such fees shall



                                       53
<PAGE>   58


be payable on the date on which the US Tranche Commitments or Canadian Tranche
Commitments, as applicable, terminate and any such fees accruing after the date
on which the US Tranche Commitments or Canadian Tranche Commitments, as
applicable, terminate shall be payable on demand. Any other fees payable to an
Issuing Bank pursuant to this paragraph shall be payable within 10 days after
demand. All participation fees and fronting fees payable under this paragraph
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).

          (d)   Agents' Fees. The Company agrees to pay to the Administrative
Agent, for its own account, fees payable in the amounts and at the times
separately agreed upon between the Company and the Administrative Agent. The
Borrowers jointly and severally agree to pay to the Canadian Agent, for its own
account, fees payable in the amounts and at the times separately agreed upon
between the Company and the Canadian Agent.

          (e)   Fees in Respect of Acceptances. Each Canadian Borrower shall pay
to each Canadian Tranche Lender a Stamping Fee on the relevant date of the
Borrowing with respect to each Draft issued by such Canadian Borrower and
accepted by such Canadian Tranche Lender calculated and payable at the time and
in the manner specified in Section 2.04. Each Stamping Fee and CDOR BA Rate
payable on or in respect of Acceptances is expressed on the basis of a 365 day
year.

          (f)   Payment of Fees. All fees payable hereunder shall be paid on the
dates due, in immediately available funds, to the Applicable Agent (or to the
applicable Issuing Bank, in the case of fees payable to it) for distribution, in
the case of facility fees and participation fees, to the Lenders. Fees paid
shall not be refundable under any circumstances.

          SECTION 2.15.  Interest.

          (a)   The Loans comprising each ABR Borrowing shall bear interest at
the Alternate Base Rate plus the Applicable Rate.

          (b)   The Loans comprising each Canadian Prime Rate Borrowing shall
bear interest at the Canadian Prime Rate plus the Applicable Rate.

          (c)   The Loans comprising each Eurocurrency Borrowing shall bear
interest (i) in the case of a Eurocurrency Revolving Borrowing, at the Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate, or (ii) in the case of a Eurocurrency Competitive Loan, at the
LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus,
as applicable) the Margin applicable to such Loan.

          (d)   Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan.

          (e)   Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee payable by any Borrower hereunder is not paid when due,
whether at stated maturity, upon acceleration or otherwise, such overdue amount
shall bear interest, after as well as before judgment, at a rate per annum equal
to (i) in the case of overdue principal of any Loan, 2% per



                                       54
<PAGE>   59


annum plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
per annum plus the rate applicable to ABR Revolving Loans as provided in
paragraph (a) above.

          (f)   Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan; provided that (i) interest accrued
pursuant to paragraph (e) above shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan or a Canadian Prime Rate Loan prior to the end of the Revolving
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurocurrency Revolving Loan prior to the end of
the current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion.

          (g)   Subject to Section 2.15(h), all interest hereunder shall be
computed on the basis of a year of 360 days, except that interest computed by
reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate or by reference to the C$ Prime Rate shall be computed
on the basis of a year of 365 days (or 366 days in a leap year), and in each
case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate, C$ Prime
Rate or LIBO Rate shall be determined by the Applicable Agent, and such
determination shall be conclusive absent manifest error.

          (h)   For the purposes of the Interest Act (Canada), the yearly rate
to which the fees payable on or in respect of any Acceptance is equivalent is
such fee multiplied by a fraction the numerator of which is the actual number of
days in the relevant year of calculation and the denominator of which is 365.

          (i)   The principle of deemed reinvestment of interest shall not apply
to any interest calculation under this Agreement. The rates of interest
stipulated in this Agreement are intended to be nominal rates and not effective
rates or yields.

          (j)   Notwithstanding any other provision of this Agreement, if and to
the extent that the laws of Canada are applicable to interest payable under this
Agreement, no interest on the credit advanced will be payable in excess of that
permitted by the laws of Canada. If the effective annual rate of interest,
calculated in accordance with generally accepted actuarial practices and
principles, would exceed 60% per annum (or such other rate as the Parliament of
Canada may determine from time to time as the criminal rate) on the credit
advanced under this Agreement, then (a) the amount of any charges for the use of
money, expenses, fees or other charges payable in connection therewith will be
reduced to the extent necessary to eliminate such excess, (b) any remaining
excess that has been paid will be credited towards repayment of the principal
amount and (c) any overpayment that may remain after such crediting will be
returned forthwith on demand to the applicable Borrower. In this provision, the
terms "interest", "criminal rate" and "credit advanced" have the meanings
ascribed to them in Section 347 of the Criminal Code of Canada. If and to the
extent that the laws of Canada are applicable to interest payable under this
Agreement for the purpose of the Interest Act (Canada), the yearly rate of
interest to which interest or any fee calculated on the basis of a 360- or
365-day year is



                                       55
<PAGE>   60


equivalent is the rate of interest or fee as determined herein multiplied by the
actual number of days in such year divided by 360 or 365, as the case may be.

          SECTION 2.16.  Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurocurrency Borrowing denominated in
any currency:

          (a)   the Applicable Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the LIBO Rate for such Interest Period; or

          (b)   the Applicable Agent is advised by a majority in interest of the
Lenders that would participate in such Borrowing that the LIBO Rate for such
Interest Period will not adequately and fairly reflect the cost to such Lenders
of making or maintaining their Loans included in such Borrowing for such
Interest Period;

then the Applicable Agent shall give notice thereof to the applicable Borrower
and the applicable Lenders by telephone or telecopy as promptly as practicable
thereafter and, until the Applicable Agent notifies the applicable Borrower and
the applicable Lenders that the circumstances giving rise to such notice no
longer exist, (i) any Interest Election Request that requests the conversion of
any Revolving Borrowing denominated in such currency to, or continuation of any
Revolving Borrowing denominated in such currency as, a Eurocurrency Borrowing
shall be ineffective, and any Eurocurrency Borrowing denominated in such
currency that is requested to be continued shall be repaid on the last day of
the then current Interest Period applicable thereto, and (ii) any Borrowing
Request for a Eurocurrency Revolving Borrowing denominated in such currency
shall be ineffective.

          SECTION 2.17.  Increased Costs.

          (a)   If any Change in Law shall:

                (i)   impose, modify or deem applicable any reserve, special
     deposit or similar requirement against assets of, deposits with or for the
     account of, or credit extended by, any Lender (except any such reserve
     requirement reflected in the Adjusted LIBO Rate) or Issuing Bank; or

                (ii)  impose on any Lender or Issuing Bank or the London
     interbank market any other condition affecting this Agreement or
     Eurocurrency Loans made by such Lender or any Letter of Credit or
     participations therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or Issuing
Bank hereunder (whether of principal, interest or otherwise), then the Company
will pay or cause the other Borrowers to pay to such Lender or Issuing Bank, as
the case may be, such additional amount or amounts as will compensate such
Lender or Issuing Bank for such additional costs incurred or reduction suffered.



                                       56
<PAGE>   61


          (b) If any Lender or Issuing Bank reasonably determines that any
Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's or Issuing Bank's capital or on the
capital of such Lender's or Issuing Bank's holding company, if any, as a
consequence of this Agreement or the Loans made by, Drafts accepted by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by such Issuing Bank, to a level below that which such Lender or
Issuing Bank or such Lender's or Issuing Bank's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
Issuing Bank's policies and the policies of such Lender's or Issuing Bank's
holding company with respect to capital adequacy), then from time to time the
Company will pay or cause the other Borrowers to pay to such Lender or Issuing
Bank, as the case may be, such additional amount or amounts as will compensate
such Lender or Issuing Bank or such Lender's or Issuing Bank's holding company
for any such reduction suffered.

          (c) Each Lender or Issuing Bank shall determine the amount or amounts
necessary to compensate such Lender or Issuing Bank or such Lender's or Issuing
Bank's holding company, as the case may be, as specified in paragraph (a) or (b)
of this Section using the methods customarily used by it for such purpose (and
if such Lender or Issuing Bank uses more than one such method, the method used
hereunder shall be that which most accurately determines such amount or
amounts). A certificate of a Lender or Issuing Bank setting forth the amount or
amounts necessary to compensate such Lender or Issuing Bank or such Lender's or
Issuing Bank's holding company, as the case may be, as specified in paragraph
(a) or (b) of this Section, and setting forth in reasonable detail the
calculations used by such Lender or Issuing Bank to determine such amount, shall
be delivered to the Company and shall be conclusive absent manifest error. The
Company shall pay or cause the other Borrowers to pay to such Lender or Issuing
Bank, as the case may be, the amount shown as due on any such certificate within
10 Business Days after receipt thereof.

          (d) Failure or delay on the part of any Lender or Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or Issuing Bank's right to demand such compensation; provided that
the Company shall not be required to compensate a Lender or Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than 270 days prior to the date that such Lender or Issuing Bank, as the case
may be, notifies the Company of the Change in Law giving rise to such increased
costs or reductions and delivers a certificate with respect thereto as provided
in paragraph (c) above; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 270-day period
referred to above shall be extended to include the period of retroactive effect
thereof.

          (e) Notwithstanding the foregoing provisions of this Section, a Lender
shall not be entitled to compensation pursuant to this Section in respect of any
Competitive Loan if the Change in Law that would otherwise entitle it to such
compensation shall have been publicly announced prior to submission of the
Competitive Bid pursuant to which such Loan was made.

          SECTION 2.18. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the




                                       57
<PAGE>   62

conversion of any Eurocurrency Loan to a Loan of a different Type or Interest
Period other than on the last day of the Interest Period applicable thereto, (c)
the failure to borrow, convert, continue or prepay any Revolving Loan or to pay
any amount owing in respect of any Acceptance on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.13(d) and is revoked in accordance therewith), (d) the
failure to borrow any Competitive Loan after accepting the Competitive Bid to
make such Loan, or (e) the assignment or deemed assignment of any Eurocurrency
Loan or Fixed Rate Loan other than on the last day of the Interest Period
applicable thereto as a result of a request by the Company pursuant to Section
2.21 or the CAM Exchange, then, in any such event, the applicable Borrower shall
compensate each Lender for the loss, cost and expense attributable to such
event. In the case of a Eurocurrency Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest that would have accrued on the
principal amount of such Loan had such event not occurred, at the LIBO Rate that
would have been applicable to such Loan, for the period from the date of such
event to the last day of the then current Interest Period therefor (or, in the
case of a failure to borrow, convert or continue, for the period that would have
been the Interest Period for such Loan), over (ii) the amount of interest that
would accrue on such principal amount for such period at the interest rate such
Lender would bid were it to bid, at the commencement of such period, for
deposits in the applicable currency of a comparable amount and period from other
banks in the London interbank market. A certificate of any Lender setting forth
any amount or amounts that such Lender is entitled to receive pursuant to this
Section, and setting forth in reasonable detail the calculations used by such
Lender to determine such amount or amounts, shall be delivered to the applicable
Borrower and shall be conclusive absent manifest error. The applicable Borrower
shall pay such Lender the amount shown as due on any such certificate within 10
Business Days after receipt thereof.

          SECTION 2.19. Taxes.

          (a) Any and all payments by or on account of any Borrower hereunder or
under any other Loan Document shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if any
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, the
Canadian Agent or the applicable Lender or Issuing Bank, as the case may be,
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions and (iii)
such Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

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

          (c) The relevant Borrower shall indemnify the Administrative Agent,
the Canadian Agent and each Lender and Issuing Bank, within 10 Business Days
after written demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes paid by such Agent or such Lender or Issuing Bank, as the case may
be, on or with respect to any payment by or on account of any obligation of any
Borrower hereunder or under any other Loan Document





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<PAGE>   63

(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability setting forth in reasonable detail the
circumstances giving rise thereto and the calculations used by such Lender to
determine the amount thereof delivered to the Company by a Lender or Issuing
Bank, or by an Agent, on its own behalf or on behalf of a Lender or Issuing
Bank, shall be conclusive absent manifest error.

          (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by any Borrower to a Governmental Authority, such Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

          (e) Any Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which a Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Company (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Company as will permit such payments to be made
without withholding or at a reduced rate; provided that such Lender has received
written notice from the Company advising it of the availability of such
exemption or reduction and containing all applicable documentation.

          (f) Each Lender, on the date it becomes a Lender hereunder, will
designate lending offices for the Loans to be made by it such that, on such
date, it will not be liable for (i) in the case of a US Tranche Lender, any
withholding tax that is imposed by the United States of America (or any
political subdivision thereof) on payments by the Company from an office within
such jurisdiction, or (ii) in the case of a Canadian Tranche Lender, any
withholding tax that is imposed (A) by Canada (or any political subdivision
thereof) on payments by a Canadian Borrower from an office within such
jurisdiction or (B) by the United States of America (or any political
subdivision thereof) on payments by the Company from an office within such
jurisdiction.

          (g) In cases in which a Borrower makes a payment under this Agreement
to a U.S. person with knowledge that such U.S. person is acting as an agent for
a foreign person, such Borrower will not treat such payment as being made to a
U.S. person for purposes of Treas. Reg.ss. 1.1441-1(b)(2)(ii) (or a successor
provision) without the express written consent of such U.S. person.

          SECTION 2.20. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs.

          (a) Each Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest,
fees, reimbursement of LC Disbursements or amounts in respect of maturing
Acceptances, or of



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<PAGE>   64

amounts payable under Section 2.17, 2.18 or 2.19, or otherwise) prior to 12:00
noon, Local Time, on the date when due, in immediately available funds, without
set-off or counterclaim. Any amounts received after such time on any date may,
in the discretion of the Applicable Agent, be deemed to have been received on
the next succeeding Business Day for purposes of calculating interest thereon.
All such payments shall be made to the Applicable Agent to the applicable
account specified in Schedule 2.20 or, in any such case, to such other account
as the Applicable Agent shall from time to time specify in a notice delivered to
the Company; provided that payments to be made directly to an Issuing Bank or
Swingline Lender as expressly provided herein and payments pursuant to Sections
2.17, 2.18, 2.19 and 11.03 shall be made directly to the Persons entitled
thereto. The Applicable Agent shall distribute any such payments received by it
for the account of any Lender or other Person promptly following receipt thereof
at the appropriate lending office or other address specified by such Lender or
other Person. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. All payments
hereunder of principal or interest in respect of any Loan or LC Disbursement
shall be made in the currency of such Loan or LC Disbursement; all payments made
in respect of Acceptances shall be made in Canadian Dollars; and all other
payments hereunder and under each other Loan Document shall be made in US
Dollars. Any payment required to be made by an Agent hereunder shall be deemed
to have been made by the time required if such Agent shall, at or before such
time, have taken the necessary steps to make such payment in accordance with the
regulations or operating procedures of the clearing or settlement system used by
such Agent to make such payment.

          (b) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on its US Tranche Revolving Loans or Canadian Tranche Revolving Loans
or participations in LC Disbursements or Swingline Loans or amounts owing on
Acceptances accepted by such Lender resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of US Tranche Revolving Loans or
Canadian Tranche Revolving Loans or participations in LC Disbursements or
Swingline Loans or Acceptances, as the case may be, and accrued interest thereon
than the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the
US Tranche Revolving Loans, Canadian Tranche Revolving Loans and participations
in LC Disbursements and Swingline Loans and Acceptances of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably with respect to each Class of such Loans and applicable
Commitments in accordance with the aggregate amount of their respective US
Tranche Revolving Loans, Canadian Tranche Revolving Loans and participations in
LC Disbursements and Swingline Loans and Acceptances and accrued interest
thereon; provided that (i) if any such participations are purchased and all or
any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by any Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements and Swingline Loans or
Acceptances to any assignee or participant, other than to the Company





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<PAGE>   65


or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). Each Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against such Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Borrower
in the amount of such participation.

          (c) Unless the Applicable Agent shall have received notice from the
relevant Borrower prior to the date on which any payment is due for the account
of all or certain of the Lenders or Issuing Banks hereunder that such Borrower
will not make such payment, the Applicable Agent may assume that such Borrower
has made such payment on such date in accordance herewith and may, in reliance
upon such assumption, distribute to the applicable Lenders or Issuing Banks, as
the case may be, the amount due. In such event, if such Borrower has not in fact
made such payment, then each of the applicable Lenders or Issuing Banks, as the
case may be, severally agrees to repay to the Applicable Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Applicable Agent, at a rate
determined by the Applicable Agent in accordance with banking industry practices
on interbank compensation.

          (d) If any Lender shall fail to make any payment required to be made
by it to any Agent pursuant to this Agreement, then the Agents may, in their
discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by them for the account of such Lender to satisfy such
Lender's obligations to the Agents until all such unsatisfied obligations are
fully paid.

          (e) If on any date amounts would be payable under this Agreement by an
Agent to any Lender and by such Lender to such Agent, then, on such date, unless
such Agent notifies such Lender that netting is not to apply to such payments,
each such party's obligation to make payment of any such amount will be
automatically satisfied and discharged and, if the amount that would otherwise
have been payable by such Agent (after receipt from the Borrower) to such Lender
exceeds the amount that would otherwise have been payable by such Lender to such
Agent or vice versa, such obligations shall be replaced by an obligation upon
such Agent or such Lender by whom the larger amount would have been payable to
pay to the other the excess of the larger amount over the smaller amount.

          SECTION 2.21. Mitigation Obligations; Replacement of Lenders.

          (a) If any Lender requests compensation under Section 2.17, or if any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.19,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment would eliminate or
reduce amounts payable pursuant to Section 2.17 or 2.19, as the case may be, in
the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be



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<PAGE>   66

disadvantageous to such Lender. The Company hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such
designation or assignment.

          (b) If any Lender requests compensation under Section 2.17, or if any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.19,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Company may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 11.04), all its interests, rights and obligations under the Loan
Documents to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided that (i) the
Company shall have received the prior written consent of the Administrative
Agent and the applicable Issuing Bank and Swingline Lender, which consent shall
not be unreasonably withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans (other than Competitive
Loans) and participations in LC Disbursements and Swingline Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee or the Company and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.17 or payments required
to be made pursuant to Section 2.19, such assignment will result in a reduction
in such compensation or payments. A Lender shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Company to require
such assignment and delegation cease to apply.

          SECTION 2.22. Designation of Canadian Borrowers. The Company may at
any time and from time to time designate any Canadian Subsidiary as a Canadian
Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary
Agreement executed by such Subsidiary and the Company, and upon such delivery
such Subsidiary shall for all purposes of this Agreement be a Canadian Borrower
and a party to this Agreement until the Company shall have executed and
delivered to the Administrative Agent a Borrowing Subsidiary Termination with
respect to such Subsidiary, whereupon such Subsidiary shall cease to be a
Canadian Borrower and a party to this Agreement. Notwithstanding the preceding
sentence, no Borrowing Subsidiary Termination will become effective as to any
Canadian Borrower at a time when any principal of or interest on any Loan to
such Canadian Borrower or any Letter of Credit or Acceptance issued for the
account of such Canadian Borrower shall be outstanding hereunder, provided that
such Borrowing Subsidiary Termination shall be effective to terminate the right
of such Canadian Borrower to make further Borrowings or to request the issuance
of Letters of Credit under this Agreement. As soon as practicable upon receipt
of a Borrowing Subsidiary Agreement, the Administrative Agent shall send a copy
thereof to each Lender.

                                  ARTICLE III

                         Representations and Warranties

          In order to induce the Lenders, the Issuing Banks and the Agents to
enter into this Agreement and to make and/or maintain Loans and provide Letters
of Credit hereunder, each Borrower hereby represents and warrants to the
Lenders, the Issuing Banks, and the Agents that



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<PAGE>   67

the following statements are true, correct and complete:

          SECTION 3.01. Organization; Corporate Powers. Each of the Company and
its Subsidiaries (i) is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation, (ii) is
duly qualified to do business as a foreign corporation and in good standing
under the laws of each jurisdiction in which it owns or leases real property or
in which the nature of its business requires it to be so qualified, except for
those jurisdictions (other than Alabama, Arkansas, Mississippi and Vermont)
where failure to so qualify and be in good standing could not reasonably be
expected to have a Material Adverse Effect and (iii) has all requisite corporate
power and authority to own, operate and encumber its property and assets and to
conduct its business as presently conducted.

          SECTION 3.02. Authority.

               (i) Each Borrower has the requisite corporate power and authority
     to execute, deliver and perform each of the Loan Documents to which it is a
     party.

               (ii) The execution, delivery and performance of each of the Loan
     Documents and the consummation of the transactions contemplated thereby
     have been duly approved by the Board of Directors, or consented to by the
     shareholders, of each Borrower that is a party thereto, and no other
     corporate proceedings on the part of such Borrower or its shareholders are
     necessary to consummate such transactions.

               (iii) Each Borrower has duly executed and delivered each of the
     Loan Documents to which it is party, and each such Loan Document
     constitutes such Borrower's legal, valid and binding obligation,
     enforceable against it in accordance with its terms, and is in full force
     and effect, subject to the effect of bankruptcy, insolvency,
     reorganization, arrangement, moratorium, fraudulent conveyance, voidable
     preference or similar laws and the application of equitable principles
     generally.

          SECTION 3.03. Subsidiaries; Ownership of Capital Stock. As of the
Effective Date, Schedule 3.03 sets forth all of the Company's Subsidiaries and
the identity of the holders of all shares of each class of capital stock of each
of its Subsidiaries and identifies those Subsidiaries that are Material
Subsidiaries.

          SECTION 3.04. No Conflict. The Borrowers' execution, delivery and
performance of each Loan Document, and each of the transactions contemplated
thereby, do not (i) constitute a tortious interference with any of the Company's
or any of its Subsidiaries' material Contractual Obligations, or (ii) violate
any Borrower's certificate of incorporation or by-laws, or other organizational
documents, as the case may be, or (iii) result in a breach of or constitute
(with or without notice or lapse of time or both) a default under any material
Requirement of Law or material Contractual Obligation of the Company or any of
its Subsidiaries, or require termination of any material Contractual Obligation,
or (iv) result in or require the creation or imposition of any material Lien
whatsoever upon any of the properties or assets of the Company or of any of its
Subsidiaries (other than Liens permitted pursuant to Section 6.03) or (v)
require any approval of stockholders or any approval or consent of any


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<PAGE>   68

Person under any Contractual Obligation of the Company or any of its
Subsidiaries, which have not been obtained on or before the Effective Date.

          SECTION 3.05. Governmental Consents. The Borrowers' execution,
delivery and performance of each Loan Document and the transactions contemplated
thereby do not require any registration with, consent or approval of, or notice
to, or other action to, with or by any Governmental Authority.

          SECTION 3.06. Governmental Regulation. Neither the Company nor any of
its Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the
Investment Company Act of 1940.

          SECTION 3.07. Labor Matters. As of the Effective Date, no material
labor disputes, strikes or walkouts affecting the operations of the Company or
any of its Subsidiaries are pending or, to the Company's knowledge, threatened
or planned.

          SECTION 3.08. Litigation; Material Adverse Effects. As of the
Effective Date:

               (a) except as set forth in Schedule 3.08 hereto, there exists no
     action, suit, proceeding, governmental investigation or arbitration, at law
     or in equity, or before or by any Governmental Authority, pending, or to
     the knowledge of the Company, threatened against the Company or any of its
     Subsidiaries or any property of any of them which could reasonably be
     expected to have a Material Adverse Effect; and

               (b) neither the Company nor any of its Subsidiaries is (A) in
     violation of any applicable law which violation could reasonably be
     expected to have a Material Adverse Effect, or (B) subject to or in default
     with respect to any final judgment, writ, order, injunction, decree, rule
     or regulation of any court or Governmental Authority which could reasonably
     be expected to have a Material Adverse Effect.

          SECTION 3.09. Payment of Taxes. (i) All federal tax returns and
reports of the Company and each of its Subsidiaries and, to the Company's
knowledge, all other tax returns and reports of the Company and each such
Subsidiary, required to be filed, have been timely filed, and all taxes,
assessments, fees and other governmental charges thereupon and upon their
respective properties, assets, income and franchises which are shown on such
returns, or have been assessed by any Governmental Authority, as being due and
payable, have been paid when due and payable, except such taxes, if any, as are
being contested in good faith by appropriate proceedings and are reserved
against in accordance with GAAP, or such taxes the failure to make payment of
which when due and payable could not reasonably be expected to have, in the
aggregate, a Material Adverse Effect; and (ii) the Company has no knowledge of
any proposed tax assessment against the Company or any of its Subsidiaries that
could reasonably be expected to have a Material Adverse Effect, which is not
being contested in good faith by such Person and reserved against in accordance
with GAAP.



                                       64
<PAGE>   69


          SECTION 3.10. Margin Stock. Neither the Company nor any of its
Subsidiaries is engaged principally in the business of extending credit for the
purpose of purchasing or carrying any margin stock (as defined in Regulation U
of the Board).

          SECTION 3.11. No Material Misstatements. As of the Effective Date: (i)
the Confidential Information Memorandum and the schedules, certificates and
other written statements and information (taken as a whole) furnished by or on
behalf of the Company and/or its Subsidiaries to the Administrative Agent and
the Lenders do not contain any material misstatement of fact or omit to state a
material fact necessary in order to make the statements contained therein, in
light of the circumstances under which they were made, not misleading, and (ii)
neither the Company nor any of its Subsidiaries has intentionally withheld any
fact known to it which could reasonably be expected to have a Material Adverse
Effect which has not been set forth or referred to in this Agreement or the
other Loan Documents.

          SECTION 3.12. Requirements of Law. The Company, each of its
Subsidiaries and each Person acting on behalf of any of them is in compliance
with all Requirements of Law (including, without limitation, the Securities Act
and the Securities Exchange Act, and the applicable rules and regulations
thereunder, the Bankruptcy Code, state securities law and "Blue Sky" law)
applicable to them and their respective businesses, in each case, except to the
extent that the failure to so comply could not reasonably be expected to have a
Material Adverse Effect.

          SECTION 3.13. Environmental Matters. Except as set forth in Schedule
3.13:

          (a) neither the Company nor any of its Subsidiaries have received or
are aware of any of the following: (i) notice or claim to the effect that the
Company or any of its Material Subsidiaries is or may be liable to any Person as
a result of the Release or threatened Release of any Hazardous Material; (ii)
notice that the Company or any of its Material Subsidiaries has been identified
as potentially responsible for, or is subject to investigation by any
Governmental Authority relating to, the Release or threatened Release of any
Hazardous Material; (iii) notice that any property of the Company or any of its
Material Subsidiaries is subject to an Environmental Lien; (iv) notice of
violation to the Company or any of its Material Subsidiaries or awareness by the
Company or any of its Material Subsidiaries of a condition which might
reasonably result in a notice of violation of any Environmental Law which could
reasonably be expected to result in a material Environmental Liability; (v)
commencement or threat of any judicial or administrative proceeding alleging a
violation of any Environmental Law; (vi) commencement of any judicial proceeding
alleging a violation of any health or safety Requirement of Law; or (vii) any
proposed acquisition of stock, assets, real estate, or leasing of property, or
any other action by the Company or any of its Subsidiaries that, in the case of
any of the foregoing, could subject the Company or any of its Subsidiaries to
any Environmental Liability that could reasonably be expected to have a Material
Adverse Effect;

          (b) neither the Company nor any of its Subsidiaries has made any
filing or report with any Governmental Authority with respect to (i) the
violation of any Environmental Law, (ii) any unpermitted Release or threatened
Release of a Hazardous Material or (iii) any




                                       65
<PAGE>   70

unsafe or unhealthful condition at any property of the Company or any of its
Subsidiaries, any of which could reasonably be expected to result in a material
Environmental Liability; and

          (c) the Company and each of its Subsidiaries (i) are in compliance in
all material respects with applicable Environmental Laws, (ii) possess all
material permits, licenses and authorizations required under Environmental Laws
for their respective businesses as currently conducted and (iii) are in
compliance in all material respects with the terms and conditions of such
permits, licenses and authorizations.

          SECTION 3.14. ERISA. Neither the Company nor any ERISA Affiliate
maintains or contributes to any Benefit Plan other than a Benefit Plan listed on
Schedule 3.14. Except as otherwise provided on Schedule 3.14, each Plan which is
intended to be qualified under Section 401(a) of the Code as currently in effect
has been determined by the IRS to be so qualified, and each trust related to any
such Plan has been determined to be exempt from federal income tax under Section
501(a) of the Code as currently in effect, except for changes for which the
remedial amendment period has not expired. Except as otherwise provided on
Schedule 3.14, neither the Company nor any ERISA Affiliate maintains or
contributes to any employee welfare benefit plan within the meaning of Section
3(1) of ERISA which provides benefits to employees after termination of
employment other than as required under Part 6 of Title I of ERISA. The Company
and all of its ERISA Affiliates are in compliance in all material respects with
the responsibilities, obligations and duties imposed on them by ERISA or
regulations promulgated thereunder with respect to all Plans. No accumulated
funding deficiency (as defined in Section 302(a)(2) of ERISA and Section 412(a)
of the Code) exists with respect to any Benefit Plan. Neither the Company nor
any ERISA Affiliate has any liability, whether direct or indirect, contingent or
otherwise, under Section 4069 or 4212(c) of ERISA. Except as otherwise provided
on Schedule 3.14, neither the Company nor any ERISA Affiliate nor any fiduciary
of any Plan (i) has engaged in a nonexempt "prohibited transaction" described in
Sections 406 and 408 of ERISA or Section 4975 of the Code or (ii) has taken any
action which would constitute or result in a Termination Event with respect to
any Benefit Plan which would result in a material liability to the Company or
any ERISA Affiliate. Neither the Company nor any ERISA Affiliate has incurred
any material liability to the PBGC that has not been paid within the applicable
period permitted by law. Neither the Company nor any ERISA Affiliate has failed
to make a required contribution or payment to a Multiemployer Plan on or before
the required due date for such contribution or installment which failure could
reasonably be expected to have a Material Adverse Effect. Neither the Company
nor any ERISA Affiliate has failed to make a required installment under
subsection (m) of Section 412 of the Code or any other payment required under
Section 412 of the Code on or before the due date for such installment or other
payment, which failure could reasonably be expected to result in a lien under
subsection (n) of Section 412 of the Code. Neither the Company nor any ERISA
Affiliate is required to provide security to a Plan under Section 401(a)(29) of
the Code due to a Benefit Plan amendment that results in an increase in current
liability for the plan year.

          SECTION 3.15. Assets and Properties. As of the Effective Date: (i) the
Company and each of its Subsidiaries has good and marketable title to all of its
assets (tangible and intangible) owned by it, and all such assets are free and
clear of all Liens except as specifically permitted or contemplated by the terms
and provisions of this Agreement; (ii)


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<PAGE>   71

substantially all of the assets and properties owned by, leased to or used by
the Company and/or each such Subsidiary are in adequate operating condition and
repair, ordinary wear and tear excepted, are free and clear of any known
defects, except such defects as do not substantially interfere with the
continued use thereof in the conduct of normal operations, and are able to serve
the function for which they are currently being used; and (iii) the Company and
each of its Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its
business, and the use thereof by the Company and its Subsidiaries does not
infringe upon the rights of any other Person, except in each case where the
failure of such asset to meet such requirements could not reasonably be expected
to have a Material Adverse Effect.

          SECTION 3.16. Agreements. Neither the Company nor any of its
Subsidiaries is in default in any manner under any provision of any indenture or
other agreement or instrument evidencing Debt, or any other material agreement
or instrument to which it is a party or by which it or any of its properties or
assets is or may be bound, where such default could reasonably be expected to
have a Material Adverse Effect.

          SECTION 3.17. Financial Statements. The Company has heretofore
furnished to the Lenders consolidated financial statements (i) as of December
31, 1999, audited by and accompanied by the opinion of Arthur Andersen LLP and
(ii) as of March 31, 2000. Such financial statements present fairly in all
material respects the financial condition and results of operations of the
Company and its consolidated Subsidiaries and as of such dates and for such
periods. Such balance sheets and the notes thereto disclose all material
liabilities, direct or contingent, of the Company and its consolidated
Subsidiaries as of the dates thereof that are required to be disclosed under
GAAP. Such financial statements were prepared in accordance with GAAP applied on
a consistent basis, except as set forth in the notes to such financial
statements. As of the Effective Date, since December 31, 1999, there has been no
change in the business, assets, prospects or condition (financial or otherwise)
of the Company and its Subsidiaries that has had or could reasonably be expected
to have a Material Adverse Effect.

                                   ARTICLE IV

                                   Conditions

          SECTION 4.01. Effective Date. The obligations of the Lenders to make
Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not
become effective until the date on which each of the following conditions has
been satisfied (or waived in accordance with Section 11.02):

          (a) The Administrative Agent (or its counsel) shall have received from
each party hereto either (i) a counterpart of this Agreement signed on behalf of
such party or (ii) written evidence satisfactory to the Administrative Agent
(which may include telecopy transmission of a signed signature page of this
Agreement) that such party has signed a counterpart of this Agreement.



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<PAGE>   72

          (b) The Administrative Agent shall have received favorable written
opinions (addressed to the Administrative Agent and the Lenders and dated the
Effective Date) of (i) Sidley & Austin, special counsel to the Administrative
Agent, substantially in the form of Exhibit C-1, and (ii) J. Eric Schaal,
Assistant General Counsel of the Company, substantially in the form of Exhibit
C-2. The Borrowers hereby request such Assistant General Counsel to deliver such
opinion.

          (c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request
relating to the formation, existence and good standing of the Borrowers and the
authorization of the Transactions, all in form and substance satisfactory to the
Administrative Agent and its counsel.

          (d) The Administrative Agent shall have received a certificate, dated
the Effective Date and signed by a Financial Officer of the Company, confirming
that the conditions set forth in paragraphs (a) and (b) of Section 4.02 have
been satisfied.

          (e) The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Effective Date, including, to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Company hereunder or under any other Loan
Document.

          (f) The Credit Agreement dated as of July 27, 1995, as amended (the
"Existing Credit Agreement"), among the Company, the financial institutions
party thereto (the "Existing Lenders") and The Chase Manhattan Bank (formerly
known as Chemical Bank), as agent, shall have been or shall simultaneously with
the initial Borrowing hereunder be terminated (except for those provisions that
expressly survive the termination thereof), all loans outstanding and other
amounts owed to the lenders or the agent thereunder shall have been or shall
simultaneously with the initial Borrowing hereunder be paid in full and all
letters of credit outstanding thereunder shall have become or shall
simultaneously with the initial Borrowing hereunder become subject to the
provisions of this Agreement. Each Lender that is an Existing Lender hereby
waives the requirement under Section 2.11(c) of the Existing Credit Agreement
for ten days' prior written notice of the termination of the Aggregate Revolving
Credit Commitments (as defined in the Existing Credit Agreement) and agrees that
such termination shall be effective upon written notice thereof delivered to
Chase, as agent under the Existing Credit Agreement, on the Effective Date.

The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Banks to issue Letters of Credit hereunder shall not become effective unless
each of the foregoing conditions is satisfied (or waived pursuant to Section
11.02) on or prior to July 14, 2000 (and, in the event such conditions are not
so satisfied or waived, the Commitments shall terminate on such date).

          SECTION 4.02. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of each Borrowing, and of each Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to the satisfaction of
the following conditions:



                                       68
<PAGE>   73

          (a) The representations and warranties of the Borrowers set forth in
the Loan Documents shall be true and correct on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable, other than representations which are given as
of a particular date, in which case the representation shall be true and correct
as of that date.

          (b) At the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, and the application of the proceeds thereof, no Default
shall have occurred and be continuing.

          (c) No law or regulation shall prohibit, and no order, judgment or
decree of any Governmental Authority shall enjoin, prohibit or restrain, any
Lender from making the requested Loan or any Issuing Bank or Lender from
issuing, renewing, extending or increasing the face amount of or participating
in the Letter of Credit requested to be issued, renewed, extended or increased.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrowers on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.

          SECTION 4.03. Initial Credit Event for each Canadian Borrower. The
obligation of each Canadian Lender to make Loans to any Canadian Borrower is
subject to the satisfaction of the following conditions:

          (a) The Administrative Agent (or its counsel) shall have received such
Borrower's Borrowing Subsidiary Agreement duly executed by all parties thereto.

          (b) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request
relating to the formation, existence and good standing of such Borrower, the
authorization of the Transactions insofar as they relate to such Borrower and
any other legal matters relating to such Borrower, its Borrowing Subsidiary
Agreement or such Transactions, all in form and substance satisfactory to the
Administrative Agent and its counsel.

                                   ARTICLE V

                              Affirmative Covenants

          The Company covenants and agrees that, on and after the Effective Date
and so long as any Lender shall have any Commitment hereunder and until payment
in full of all of the Obligations (other than any contingent indemnity
Obligations arising pursuant to Section 2.17, 2.18, 2.19 or 11.03), unless the
Required Lenders shall otherwise give prior written consent:

          SECTION 5.01. Corporate Existence; Corporate Powers; Etc. The Company
shall, and shall cause each Material Subsidiary to, at all times maintain its
corporate existence and preserve and keep in full force and effect its rights
and franchises, unless the



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<PAGE>   74

failure to maintain such rights and franchises could not reasonably be expected
to have a Material Adverse Effect. The Company shall, and shall cause each
Material Subsidiary to, qualify and remain qualified to do business in each
jurisdiction in which the nature of its business requires it to be so qualified,
except for those jurisdictions (other than Alabama, Arkansas, Mississippi and
Vermont) where the failure to so qualify could not reasonably be expected to
have a Material Adverse Effect.

          SECTION 5.02. Compliance with Laws, Etc. The Company shall, and shall
cause each Material Subsidiary to, (a) comply with all Requirements of Law and
all restrictive covenants affecting such Person or the business, properties,
assets or operations of such Person, and (b) obtain as needed all Permits
necessary for its operations and maintain such in good standing, except where
the failure to comply with either of clauses (a) or (b) above could not
reasonably be expected to have a Material Adverse Effect.

          SECTION 5.03. Maintenance of Properties; Insurance. The Company shall,
and shall cause each Material Subsidiary to, (a) maintain or cause to be
maintained in adequate operating condition and repair, excepting ordinary wear
and tear and damage due to casualty or condemnation, all of its properties
material to its operations and will make or cause to be made all appropriate
repairs, renewals and replacements thereof, consistent with past practice and
(b) maintain, with financially sound and reputable insurance companies,
insurance in such amounts and against such risks as are customarily maintained
by companies engaged in the same or similar businesses operating in the same or
similar locations.

          SECTION 5.04. Payment of Taxes and Claims. The Company shall pay or
cause to be paid, and shall cause each Material Subsidiary to pay, (a) all
material taxes, assessments and other governmental charges imposed upon it or on
any of its properties or assets or in respect of any of its franchises,
business, income or property when finally due and payable, and (b) all material
claims (including, without limitation, claims for labor, services, materials and
supplies) for sums, material in the aggregate to the Company or any such
Subsidiary, as the case may be, which have become due and payable and which by
law have or may become a Lien (other than a Customary Permitted Lien) upon any
of the Company's or such Subsidiary's properties or assets, prior to the time
when any penalty or fine shall be incurred with respect thereto; provided that
no such taxes, assessments and governmental charges referred to in clause (a)
above or claims referred to in clause (b) above need be paid if being contested
in good faith by appropriate proceedings and if adequate reserves, if required,
shall have been accrued therefor in accordance with GAAP.

          SECTION 5.05. Inspection of Property; Books and Records. The Company
shall permit, and shall cause each of its Material Subsidiaries to permit, any
authorized representative(s) designated by the Administrative Agent or any
Lender to visit and inspect any of its properties or the properties of any of
its Subsidiaries, including their financial and accounting records, and to make
copies and take extracts therefrom, and to discuss their affairs, finances and
accounts with their officers, employees, representatives, agents or independent
certified public accountants, all at such times during normal business hours and
as often as may be reasonably requested. The Company will, and will cause each
of its Subsidiaries to, keep proper books of record and account in which entries
in conformity with GAAP shall be made of all dealings and transactions in
relation to their businesses and activities.



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<PAGE>   75

          SECTION 5.06. ERISA. The Company shall (a) comply in all material
respects with the applicable provisions of ERISA and (b) furnish to the
Administrative Agent and each Lender (i) as soon as possible, and in any event
within 30 days after any officer of the Company or any ERISA Affiliate either
knows or has reason to know that any Termination Event has occurred that alone
or together with any other Termination Event could reasonably be expected to
subject the Company or any ERISA Affiliate to liability in an aggregate amount
exceeding $5,000,000, a statement of a Financial Officer of the Company setting
forth details as to such Termination Event and the action proposed to be taken
with respect thereto, together with a copy of the notice, if any, of any
Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy
of any notice the Company or any ERISA Affiliate may receive from the PBGC
relating to the intention of the PBGC to terminate any Benefit Plan or Benefit
Plans (other than a Benefit Plan maintained by an ERISA Affiliate which is
considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section
414 of the Code) or to appoint a trustee to administer any Benefit Plan or
Benefit Plans, (iii) within 10 Business Days after the due date for filing with
the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a
required installment or other payment with respect to a Benefit Plan, a
statement of a Financial Officer of the Company setting forth details as to such
failure and the action proposed to be taken with respect thereto, together with
a copy of such notice given to the PBGC and (iv) promptly and in any event
within 30 days after receipt thereof by the Company or any ERISA Affiliate from
the sponsor of a Multiemployer Plan, a copy of each notice received by the
Company or any ERISA Affiliate concerning (A) the imposition of withdrawal
liability or (B) a determination that a Multiemployer Plan is, or is expected to
be, terminated or in reorganization, in each case within the meaning of Title IV
of ERISA.

          SECTION 5.07. Financial Statements. The Company and each of its
Material Subsidiaries shall maintain or cause to be maintained a system of
accounting established and administered in accordance with sound business
practices and consistent with past practice to permit preparation of financial
statements in conformity with GAAP, and each of the financial statements
described below shall be prepared from such system and records. The Company
shall deliver or cause to be delivered to each of the Lenders, the items
described below:

          (a) as soon as practicable, and in any event within forty-five (45)
days after the end of each fiscal quarter in each Fiscal Year, the consolidated
balance sheet, consolidated statement of income and consolidated statement of
cash flows as at the end of and for such fiscal quarter. These statements shall
all be in reasonable detail and certified by a Financial Officer that they
fairly present in all material respects the financial condition and results of
operations of, and changes in financial position for, the Company and its
Subsidiaries as at the dates and for the periods indicated, subject to changes
resulting from audit and normal year-end adjustments;

          (b) as soon as practicable, and in any event within ninety (90) days
after the end of each Fiscal Year, the consolidated balance sheet, consolidated
statement of income and consolidated statement of cash flows of the Company and
its Subsidiaries as at the end of and for such Fiscal Year. These statements
shall all be in reasonable detail and accompanied by a report thereon of Arthur
Andersen LLP or other independent certified public accountants of recognized
national standing, which report shall be unqualified and shall state that such
consolidated


                                       71
<PAGE>   76

financial statements present fairly in all material respects the financial
position of the Company and its consolidated Subsidiaries as at the dates
indicated and the results of their operations and changes in their financial
position for the periods indicated in conformity with GAAP applied on a basis
consistent with prior years (or, in the event of a change in accounting
principles, such accountants' concurrence with such change) and that the
examination by such accountants in connection with such consolidated financial
statements has been made in accordance with generally accepted auditing
standards;

          (c) simultaneously with the delivery of the financial statements
referred to in clause (b) above, a statement of the firm of independent
certified public accountants which reported on the financial statements included
therein that nothing has come to their attention to cause such independent
certified public accountants to believe that such financial statements are
inaccurate, and simultaneously with the delivery of the financial statements
referred to in clauses (a) and (b) above, a certificate of a Financial Officer
of the Company (A) certifying that no Default has occurred or, if a Default has
occurred, specifying the nature and extent thereof and any corrective action
taken or proposed to be taken with respect thereto, and (B) setting forth
computations in reasonable detail satisfactory to the Administrative Agent
demonstrating compliance with the covenants contained in Sections 6.01, 6.02,
6.06 and 6.09;

          (d) as soon as available, copies of any management reports prepared by
the Company's independent certified public accountants in connection with the
annual audit;

          (e) as soon as available, copies of (i) all reports, proxy statements
and other statements or schedules that have been filed with the Commission under
the Securities Exchange Act by the Company or any of its Subsidiaries (except
reports filed pursuant to Section 16(a) of the Securities Exchange Act), (ii)
all registration statements and prospectuses that have been filed by the Company
or any of its Subsidiaries with the Commission under the Securities Act, except
those on Form S-8 and Form 11-K, (iii) all reports and other information that
has been disseminated generally to holders of any class of the Company's
publicly traded equity or debt securities, and (iv) all press releases made
available generally by the Company or any of its Subsidiaries to the public
concerning material developments in the business of the Company or any such
Subsidiary;

          (f) promptly after Moody's or S&P shall have announced a change in the
rating established or deemed to have been established for the Index Debt,
written notice of such rating change; and

          (g) such other information respecting the Company's or any of its
Subsidiaries' business or condition (financial or otherwise), operations,
performance or properties as any Lender (through the Administrative Agent) may,
from time to time, reasonably request.

The Company shall be deemed to have fulfilled its obligations pursuant to
clauses (a), (b) and (e) above when the Company notifies the Administrative
Agent that an electronic copy of the requisite document or documents has been
filed and is publicly available on the Commission's EDGAR website, provided that
a tangible copy of each requisite document shall be delivered by the Company
promptly upon request by the Administrative Agent or any Lender.



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<PAGE>   77

          SECTION 5.08. Notices of Material Events. The Company will furnish to
the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default; (b) the filing or commencement of any action,
suit or proceeding by or before any arbitrator or Governmental Authority against
or affecting the Company or any Affiliate thereof that, if adversely determined,
could reasonably be expected to result in a Material Adverse Effect; and (c) any
other development that results in, or could reasonably be expected to result in,
a Material Adverse Effect. Each notice delivered under this Section shall be
accompanied by a statement of a Financial Officer or other executive officer of
the Company setting forth the details of the event or development requiring such
notice and any action taken or proposed to be taken with respect thereto.

                                   ARTICLE VI

                               Negative Covenants

          The Company covenants and agrees that, on and after the Effective Date
and so long as any Lender shall have any Commitment hereunder and until payment
in full of all of the Obligations (other than any contingent indemnity
Obligations arising pursuant to Section 2.17, 2.18, 2.19 or 11.03), unless the
Required Lenders (except as otherwise provided below) shall otherwise give prior
written consent:

          SECTION 6.01. Debt.

          (a) Neither the Company nor any of its Subsidiaries shall directly or
indirectly create, incur, assume or otherwise become or remain directly or
indirectly liable with respect to, any Debt, the incurrence of which would cause
the Company to violate the financial covenants set forth in Section 6.09.

          (b) Neither the Company nor any of its Subsidiaries shall at any time
permit (x) the sum of (i) all Debt of the Company and its Subsidiaries
(including Canadian Borrowers and, subject to the proviso below, other Foreign
Subsidiaries) secured by Liens plus, without duplication, (ii) all Debt of its
Subsidiaries (other than Canadian Borrowers but, subject to the proviso below,
including other Foreign Subsidiaries) to exceed (y) 10% of the consolidated
total assets of the Company and its Subsidiaries; provided that the foregoing
shall not apply to any Foreign Subsidiary that is not a Canadian Borrower, and
any Debt of any such other Foreign Subsidiary shall not be included in the
calculation of Debt for purposes of the foregoing clause (x), unless at such
time all such other Foreign Subsidiaries, taken as whole, account for more than
one third of either the consolidated total assets or the consolidated net sales
of the Company and its Subsidiaries.

          (c) Notwithstanding anything to the contrary contained in paragraph
(b) of this Section 6.01, the following Debt of the Company and its Subsidiaries
shall not be prohibited and shall not be included in calculating the levels of
permitted Debt under paragraph (b):

          (i) Debt incurred under this Agreement;


                                       73
<PAGE>   78

          (ii) Debt incurred under the 364-Day Credit Agreement;

          (iii) Debt existing on the Effective Date identified on Schedule 6.01;

          (iv) Permitted Refinancing Debt;

          (v) Debt which is outstanding under Investor Certificates (as such
     term is defined in the Pooling and Servicing Agreement) up to an aggregate
     principal balance of $175,000,000 (it being understood that the portion of
     any such Investor Certificates having an aggregate principal amount in
     excess of $175,000,000 shall be subject to the limitation described in
     paragraph (b) above); and

          (vi) Debt of the Company to any of its Subsidiaries, Debt of any
     Subsidiary to the Company and Debt of any Subsidiary to any other
     Subsidiary; provided that Debt of the Company to any of its Subsidiaries
     shall be expressly subordinate to the payment in full of the Obligations.

          SECTION 6.02. Sales of Assets. Neither the Company nor any of its
Material Subsidiaries shall sell, assign, transfer, lease, convey or otherwise
dispose of any properties or assets or any group of properties or assets,
whether now owned or hereafter acquired, or any income or profits therefrom,
except:

          (i) any sales of assets occurring in the ordinary course of business
     of the Company and its Material Subsidiaries;

          (ii) the sale of equipment by the Company or any of its Material
     Subsidiaries to the extent that such equipment is traded in for credit
     against the purchase price of similar replacement equipment or that the
     proceeds of such sale are reasonably promptly applied to the purchase price
     of such replacement equipment;

          (iii) the sale by the Company or any of its Material Subsidiaries of
     obsolete equipment;

          (iv) any Sale and Lease-Back Transaction permitted under Section 6.06;

          (v) the transfer of accounts and related assets pursuant to the
     Receivables Purchase Agreements and the Pooling and Servicing Agreement;

          (vi) any sale of any assets by the Company or any of its Material
     Subsidiaries not described in clauses (i) through (v) above, provided that
     the proceeds of any such sale received by the Company or any Material
     Subsidiary (x) from any such individual sale or related group of sales does
     not exceed $100,000,000 and (y) from all such sales in any Fiscal Year of
     the Company does not exceed an aggregate amount of $250,000,000;

          (vii) any sale or license of patents, trademarks, registrations
     therefor and other similar intellectual property occurring in the ordinary
     course of business; and



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<PAGE>   79

          (viii) any sale or other transfer of assets between the Company and
     any of its Subsidiaries, or between any of the Company's Subsidiaries.

          SECTION 6.03. Liens. Neither the Company nor any of its Material
Subsidiaries shall directly or indirectly create, incur, assume or permit to
exist any Lien on or with respect to any of their property or assets except the
following:

          (i) any interest or title of a lessor or secured by a lessor's
     interest under any lease permitted by this Agreement (including any related
     precautionary UCC financing statements filed in connection therewith);

          (ii) to the extent any Operating Lease existing on the Effective Date
     is reclassified as a Capital Lease;

          (iii) Liens existing on the Effective Date and identified in Schedule
     6.03;

          (iv) Customary Permitted Liens;

          (v) Liens with respect to judgments or attachments or arising in
     connection with court proceedings which do not result in a Default
     hereunder;

          (vi) Liens securing Debt permitted pursuant to Section 6.01 (subject
     to Section 6.01(b));

          (vii) Liens arising under Section 302(f) of ERISA or Section 412(n) of
     the Code where the delinquent contribution which gave rise to the Lien is
     paid within thirty (30) days of its original due date;

          (viii) Liens securing the reimbursement obligations under any letter
     of credit which is drawable upon presentation of documents evidencing the
     sale or shipment of goods purchased by the Company or any of its
     Subsidiaries in the ordinary course of its business if such Lien attaches
     only to (A) cash collateral or (B) the goods acquired through the issuance
     of such letter of credit;

          (ix) Liens consisting of purchase money security interests of
     suppliers with respect to office equipment supplied in the ordinary course
     of business, which Liens have not been perfected by the taking of
     possession of collateral and, unless the applicable Debt has been paid in
     full, which have not been in existence more than ninety (90) days;

          (x) Liens arising in connection with the transfer of accounts and
     related assets pursuant to the Pooling and Servicing Agreement and the
     Receivables Purchase Agreements; and

          (xi) Liens securing Hedging Agreements entered into in the ordinary
     course of business pursuant to which the Company or any Subsidiary has
     hedged its reasonably estimated interest rate, foreign currency or
     commodity exposure.




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          SECTION 6.04. Transactions with Affiliates. The Company will not, and
will not permit any of its Material Subsidiaries to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) in the ordinary course of business at prices and
on terms and conditions not less favorable to the Company or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties,
and (b) transactions between or among the Company and its wholly-owned
Subsidiaries not involving any other Affiliate.

          SECTION 6.05. Fundamental Changes.

          (a) The Company will not, and will not permit any Material Subsidiary
to, merge into or consolidate with any other Person, or permit any other Person
to merge into or consolidate with it, or sell, transfer, lease or otherwise
dispose of (in one transaction or in a series of transactions) all or
substantially all of its assets, or all or substantially all of the stock of any
of its Subsidiaries (in each case, whether now owned or hereafter acquired), or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing (i) any
Person may merge into the Company in a transaction in which the Company is the
surviving corporation, (ii) any Person (other than the Company) may merge into
any Subsidiary in a transaction in which the surviving entity is a Subsidiary,
(iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its
assets to the Company or to another Subsidiary and (iv) any Subsidiary may
liquidate or dissolve if the Company determines in good faith that such
liquidation or dissolution is in the best interests of the Company and is not
materially disadvantageous to the Lenders.

          (b) The Company will not, and will not permit any of its Material
Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Company and its Subsidiaries on the
Effective Date and businesses reasonably related thereto or necessary for the
conduct of its business as currently conducted.

          SECTION 6.06. Sales and Lease-Back. Neither the Company nor any of its
Material Subsidiaries shall become liable, directly or by way of a Guarantee,
with respect to any lease, whether or not such lease is a Capital Lease, of any
property (whether real or personal or mixed) whether now owned or hereafter
acquired, which the Company or any of its Subsidiaries has sold or transferred
or is to sell or transfer to any other Person (a "Sale and Lease-Back
Transaction"); provided that the Company or a Subsidiary may enter into any Sale
and Lease-Back Transaction if (a) at the time of such Sale and Lease-Back
Transaction no Event of Default shall have occurred and be continuing, and (b)
the proceeds from the sale of the subject property shall be at least equal to
80% of its fair market value.

          SECTION 6.07. Restrictive Agreements. The Company will not, and will
not permit any of its Material Subsidiaries to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of the
Company or any Material Subsidiary to create, incur or permit to exist any Lien
upon any of its property or assets, or (b) the ability of any Material
Subsidiary to pay dividends or other distributions with respect to any shares of
its capital stock or to make or repay loans or advances to the Company or any
other Subsidiary or to guarantee Debt of the Company


                                       76
<PAGE>   81

or any other Subsidiary; provided that (i) the foregoing shall not apply to
restrictions and conditions imposed by law or by this Agreement, (ii) the
foregoing shall not apply to restrictions and conditions existing on the date
hereof identified on Schedule 6.07 (but shall apply to any extension, renewal,
amendment or modification thereof to the extent that it expands the scope of any
such restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder,
(iv) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Debt permitted by this Agreement if
such restrictions or conditions apply only to the property or assets securing
such Debt, (v) clause (a) of the foregoing shall not apply to customary
provisions in leases and other contracts restricting the assignment thereof and
(vi) clause (a) of the foregoing shall not apply to a provision in an agreement
governing Debt that imposes a condition requiring an equal and ratable Lien to
secure such Debt.

          SECTION 6.08. No More Restrictive Covenants. Neither the Company nor
any Material Subsidiary of the Company shall permit the financial covenants
(which require the maintenance or satisfaction of financial performance tests
and are of the nature that, if breached, would result in an event of default) or
events of default (excluding a breach of a covenant which is not a financial
covenant as described above) contained in any debt agreement relating to a
principal amount in excess of $25,000,000, as the same may be amended, restated,
supplemented or otherwise modified at any time and from time to time, in the
reasonable and good faith determination of the Company, to be more restrictive
than the financial covenants contained in this Agreement, unless the Lenders are
afforded the benefit of such more restrictive covenant or event of default;
provided, that if the Lenders shall be afforded the benefit of any such more
restrictive covenant or event of default, such benefit shall cease upon the
termination of the debt agreement containing such more restrictive covenant or
event of default.

          SECTION 6.09. Financial Covenants. The Company shall not permit:

          (a) Maximum Debt/EBITDA Ratio. The Debt/EBITDA Ratio at any time to
exceed 3.75 to 1.00.

          (b) Minimum Interest Coverage Ratio. The Interest Coverage Ratio for
the twelve-month period ending with the last day of any fiscal quarter in any
Fiscal Year to be less than 3.25 to 1.00.

                                  ARTICLE VII

                                Events of Default

          SECTION 7.01. Events of Default. Each of the following occurrences
shall constitute an "Event of Default" under this Agreement:



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          (a) Failure to Make Principal Payments When Due. Any Borrower shall
fail to pay when due any principal on any Loan or any part of the face amount of
any Acceptance or any reimbursement obligation in respect of any LC
Disbursement.

          (b) Failure to Make Other Payments When Due. Any Borrower shall fail
to pay when due any interest, fee or other amount payable under this Agreement
(other than principal on any Loan or any part of the face amount of any
Acceptance or any reimbursement obligation in respect of any LC Disbursement)
and such failure shall continue unremedied for five (5) Business Days.

          (c) Breach of Representation or Warranty. Any representation or
warranty made or deemed made by any Borrower to any Agent, any Issuing Bank or
any Lender herein or in any of the other Loan Documents or in any statement or
certificate at any time given by the Company or any of its Subsidiaries pursuant
to any of the Loan Documents shall be untrue in any material respect on the date
as of which made or deemed made.

          (d) Breach of Certain Covenants. The Company shall fail to perform or
observe any covenant, condition or agreement contained in Section 5.08, 6.02,
6.04, 6.05, 6.08 or 6.09.

          (e) Breach of Other Terms. The Company or any Material Subsidiary of
the Company shall default in the performance of or compliance with any material
term contained in this Agreement or in any of the Loan Documents (other than as
covered by subsection (a) through (d) above), and such default shall continue
for twenty (20) days after the Company receives written notice from the
Administrative Agent (with the consent or at the request of the Required
Lenders) of the occurrence of such default.

          (f) Default as to Other Debt. The Company or any Material Subsidiary
of the Company shall fail to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) on any
Material Debt; or any breach, default or event of default shall occur, or any
other event shall occur or condition shall exist, under any instrument,
agreement or indenture pertaining to any Material Debt and shall continue after
the applicable grace period, if any, specified in such instrument, agreement or
indenture, if the effect thereof (with or without the giving of notice or lapse
of time or both) is to accelerate, or permit the holder(s) of such Material Debt
(or any Person on behalf of such holders) to accelerate, the maturity of any
such Material Debt; or any such Material Debt shall be declared in accordance
with the terms of the underlying agreement to be due and payable or required to
be prepaid (other than by a regularly scheduled required prepayment prior to the
stated maturity thereof).

          (g) Involuntary Bankruptcy; Appointment of Receiver, Etc.

               (i) An involuntary case shall be commenced against the Company or
     any of its Material Subsidiaries, and the petition shall not be dismissed
     within sixty (60) days after commencement of the case, or a court having
     jurisdiction in the premises shall enter a decree or order for relief in
     respect of the Company or any of its Material Subsidiaries, in an
     involuntary case, under any applicable bankruptcy, insolvency or other


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     similar law now or hereafter in effect; or any other similar relief shall
     be granted under any applicable federal, state or foreign law.

               (ii) A decree or order of a court having jurisdiction in the
     premises for the appointment of a receiver, liquidator, sequestrator,
     trustee, custodian or other officer having similar powers over the Company
     or any of its Material Subsidiaries, or over all or a substantial part of
     the property of the Company or any of its Material Subsidiaries, shall be
     entered; or an interim receiver, trustee or other custodian of the Company
     or any of its Material Subsidiaries or of all or a substantial part of the
     property of the Company or any of its Material Subsidiaries shall be
     appointed, or a warrant of attachment, execution or similar process against
     any substantial part of the property of the Company or any of its Material
     Subsidiaries shall be issued and any such event shall not be stayed,
     vacated, dismissed, bonded or discharged within sixty (60) days of entry,
     appointment or issuance.

               (iii) A decree or order of a court of competent jurisdiction is
     entered adjudging the Company or any Material Subsidiary a bankrupt or
     insolvent or approving as properly filed a petition seeking a winding-up of
     the Company or any Material Subsidiary under the Companies' Creditors
     Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or the
     Winding-Up and Restructuring Act (Canada) or any other bankruptcy,
     insolvency or analogous laws in Canada or issuing a sequestration or a
     process of execution against, or against any substantial part of the assets
     of, the Company or any Material Subsidiary or ordering a winding-up or a
     liquidation of its affairs and any such decree or order continues unstayed
     and in effect for a period of sixty (60) days.

          (h) Voluntary Bankruptcy; Appointment of Receiver, Etc. The Company or
any of its Material Subsidiaries shall have an order for relief entered with
respect to it or commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or shall consent to
the entry of an order for relief in an involuntary case, or to the conversion of
an involuntary case to a voluntary case, under any such law, or shall consent to
the appointment of or taking of possession by a receiver, trustee or other
custodian for it or for all or a substantial part of its property; the Company
or any of its Material Subsidiaries shall make any assignment for the benefit of
creditors; the Company or any of its Material Subsidiaries shall make any
proposal under the Bankruptcy and Insolvency Act (Canada) or any comparable law
or seek relief under the Companies' Creditors Arrangement Act (Canada), the
Winding-Up and Restructuring Act (Canada) or any other bankruptcy, insolvency or
analogous law in Canada or file a petition or proposal to take advantage of any
act of insolvency; or the board of directors (or any committee thereof) of the
Company or any of its Material Subsidiaries adopts any resolution or otherwise
authorizes any action to approve any of the foregoing.

          (i) Judgments and Attachments. Any money judgment (other than a money
judgment to the extent covered by insurance, but only if the insurer has not
denied coverage with respect to such money judgment), writ or warrant of
attachment, or similar process involving in any case an amount in excess of
$25,000,000 shall be entered or filed against the Company or any of its Material
Subsidiaries, or any of their respective assets by a court of competent
jurisdiction and shall remain undischarged, unvacated, unbonded or unstayed for
a period ending


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<PAGE>   84

on the first to occur of (i) the last day on which such order, judgment or
decree becomes final and unappealable or (ii) sixty (60) days.

          (j) Dissolution. Any order, judgment or decree shall be entered
against the Company or any of its Material Subsidiaries decreeing its
involuntary dissolution, liquidation, winding-up or split up and such order
shall remain undischarged and unstayed for a period in excess of thirty (30)
days.

          (k) Change in Control. Any Person (other than the Company or any
Subsidiary of the Company) shall purchase or otherwise acquire directly or
indirectly beneficial ownership of the Company's common stock on or after the
Effective Date, and immediately after such purchase or acquisition such Person
and its Affiliates and "Associates" (as defined below) shall directly or
indirectly beneficially own in the aggregate 50% or more of the Company's common
stock then outstanding. For purposes of this Section 7.01(k), (i) "beneficial
ownership" shall be determined in accordance with Rule 13d-3 (or any successor
rule) of the Commission under the Securities Exchange Act; provided, however,
that any employee benefit plan of the Company or a trustee or other Person
holding common stock for or pursuant to the terms of any such plan shall not be
deemed to have beneficial ownership of such common stock so long as each
participant in such plan has the right to direct the trustee or other Person (A)
to vote the common stock held by such plan for his or her benefit and (B) to
tender such common stock in the event of a tender offer for common stock; and
(ii) "Associate" shall mean, with respect to any Person, (A) an officer,
employee or partner of such Person, (B) a trust or other estate in which such
Person has a substantial beneficial interest or as to which such Person serves
as trustee or in a similar fiduciary capacity, or (C) a relative or spouse of
such Person, or a relative of such spouse, who has the same home as such Person.

          (l) ERISA Liabilities. Any Termination Event occurs which will or is
reasonably likely to subject either the Company or an ERISA Affiliate to a
liability which could reasonably be expected to have a Material Adverse Effect,
or, the plan administrator of any Benefit Plan applies under Section 412(d) of
the Code for a waiver of the minimum funding standards of Section 412(a) of the
Code and the business hardship upon which the Section 412(d) waiver was based
will or is reasonably likely to subject either the Company or an ERISA Affiliate
to a liability which could reasonably be expected to have a Material Adverse
Effect.

          (m) Environmental Liabilities. The Company or any of its Subsidiaries
shall become subject to any Environmental Liabilities arising out of or related
to (a) the Release or threatened Release at any location of any Hazardous
Material into the environment, or any Remedial Action in response thereto, or
(b) any violation of any Environmental Law, which Environmental Liabilities
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. "Remedial Action" shall mean any action required to (i)
clean up, remove or treat or in any other way address Hazardous Materials in the
indoor or outdoor environment; (ii) prevent a Release or threat of Release or
minimize the further Release of Hazardous Materials so they do not migrate or
endanger or seriously threaten to endanger public health or welfare or the
indoor or outdoor environment; or (iii) perform pre-remedial studies and
investigations or post-remedial monitoring and care.



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<PAGE>   85

          (n) Company Guarantee. The Company's guarantee under Article X shall
not be, or shall be asserted by the Company not to be, valid and in full force
and effect.

An Event of Default shall be deemed "continuing" until cured or waived in
writing in accordance with Section 11.02.

          SECTION 7.02. Rights and Remedies. If any Event of Default shall occur
and be continuing, but subject to the next sentence, the Administrative Agent
shall at the request, or may with the consent, of the Required Lenders, by
notice to the Company, (i) declare the obligation of each Lender to make Loans
or to accept Drafts of any Canadian Borrower and the obligations of the Issuing
Banks to issue Letters of Credit hereunder to be terminated, whereupon the same
shall forthwith terminate, and/or (ii) declare the entire unpaid principal
amount of the Loans, all interest accrued and unpaid thereon and all other
amounts payable under this Agreement to be forthwith due and payable and require
prepayment of the face amount of any outstanding Acceptances, whereupon the
Loans, all such accrued interest, all such other amounts and the face amount of
all such outstanding Acceptances shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrowers; provided, that in the case of any
Competitive Loan, the unpaid principal amount thereof, and all interest accrued
and unpaid thereon, shall not be declared to be due and payable pursuant to the
foregoing clause (ii) without the consent of the holder of such Competitive
Loan. In the event of the occurrence of an Event of Default under Section
7.01(g) or (h), (A) the obligation of each Lender to make Loans or to accept
Drafts of any Canadian Borrower and the obligations of the Issuing Banks to
issue Letters of Credit shall automatically be terminated and (B) the Loans
(including Competitive Loans), all such interest, all such other amounts and the
face amount of all such outstanding Acceptances shall automatically become and
be due and payable, without presentment, demand, protest or any notice of any
kind, all of which are hereby expressly waived by each Borrower.

                                  ARTICLE VIII

                                   The Agents

          In order to expedite the transactions contemplated by this Agreement,
the Persons named in the heading of this Agreement are hereby appointed to act
as Administrative Agent and Canadian Agent on behalf of the Lenders and the
Issuing Banks. Each of the Lenders, each assignee of any Lender and each Issuing
Bank hereby irrevocably authorizes the Agents to take such actions on behalf of
such Lender or assignee or such Issuing Bank and to exercise such powers as are
delegated to the Agents by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto. The Administrative
Agent and, to the extent expressly provided herein, the Canadian Agent are
hereby expressly authorized by the Lenders and the Issuing Banks, without hereby
limiting any implied authority, (a) to receive on behalf of the Lenders and the
Issuing Banks all payments of principal of and interest on the Loans and all
other amounts due to the Lenders hereunder, and promptly to distribute to each
Lender or Issuing Bank its proper share of each payment so received; (b) to give
notice on behalf of each of the Lenders to the Company of any Event of Default
specified in this Agreement of which the Administrative Agent has actual
knowledge acquired in connection with its agency



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hereunder; and (c) to distribute to each Lender copies of all notices, financial
statements and other materials delivered by the Company or any other Borrower
pursuant to this Agreement or the other Loan Documents as received by the
Administrative Agent.

          With respect to the Loans made by it and Acceptances accepted by it
hereunder, each Agent in its individual capacity and not as Agent shall have the
same rights and powers as any other Lender and may exercise the same as though
it were not an Agent, and the Agents and their Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with the
Company or any Subsidiary or other Affiliate thereof as if it were not an Agent.

          The Agents shall not have any duties or obligations except those
expressly set forth in the Loan Documents. Without limiting the generality of
the foregoing, (a) no Agent shall be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) no
Agent shall have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated by the Loan Documents that such Agent is required to exercise upon
receipt of notice in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 11.02), and (c) except as expressly set forth in the Loan
Documents, no Agent shall have any duty to disclose, and no Agent shall be
liable for the failure to disclose, any information relating to the Company or
any of its Subsidiaries that is communicated to or obtained by the institution
serving as Agent or any of its Affiliates in any capacity. No Agent shall be
liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
11.02) or in the absence of its own gross negligence or willful misconduct. No
Agent shall be deemed to have knowledge of any Default unless and until written
notice thereof is given to such Agent by a Borrower or a Lender (in which case
such Agent shall give written notice to each Lender), and no Agent shall be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii)
the contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan Document, other than to confirm receipt of items expressly required to
be delivered to such Agent.

          Each Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. Each Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by the proper Person, and shall not incur any liability for relying
thereon. Each Agent may consult with legal counsel (who may be counsel for any
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.



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<PAGE>   87

          Each Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by such Agent.
Each Agent and any such sub-agent may perform any and all its duties and
exercise its rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Related Parties of each Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities as Agent.

          Subject to the appointment and acceptance of a successor Agent as
provided in this paragraph, any Agent may resign at any time by notifying the
Lenders, the Issuing Banks and the Company. Upon any such resignation, the
Required Lenders shall have the right, in consultation with the Company, to
appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Agent gives notice of its resignation, then the retiring Agent may,
on behalf of the Lenders and the Issuing Banks, appoint a successor Agent,
which, in the case of the Administrative Agent, shall be a bank with an office
in New York, New York, or an Affiliate of any such bank, and in the case of the
Canadian Agent, shall be a bank with an office in Toronto, Canada, or an
Affiliate of any such bank. Upon the acceptance of its appointment as Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations hereunder.
After an Agent's resignation hereunder, the provisions of this Article and
Section 11.03 shall continue in effect for the benefit of such retiring Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while it was acting as Agent.

          Each Lender agrees (a) to reimburse the Agents, on demand, in the
amount of its pro rata share (based on the amount of its Loans and available
Commitments hereunder) of any expenses incurred for the benefit of the Lenders
by the Agents, including counsel fees and compensation of agents and employees
paid for services rendered on behalf of the Lenders, that shall not have been
reimbursed by the Company or any other Borrower, and (b) to indemnify and hold
harmless each Agent and any of its Related Parties, on demand, in the amount of
such pro rata share, from and against any and all liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by or asserted against it in its capacity as Agent or any of them
in any way relating to or arising out of this Agreement or any other Loan
Document or action taken or omitted by it or any of them under this Agreement or
any other Loan Document, to the extent the same shall not have been reimbursed
by the Company or any other Borrower; provided that no Lender shall be liable to
an Agent or any such other indemnified Person for any portion of such
liabilities, taxes, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements that shall have resulted from the gross
negligence or willful misconduct of such Agent or any of its directors,
officers, employees or agents. Each US Tranche Lender agrees to reimburse each
of the US Issuing Bank and its directors, officers, employees and agents, in
each case, to the same extent and subject to the same limitations as provided
above for the Agents. Each Canadian Tranche Lender agrees to reimburse each of
the Canadian Issuing Bank and its directors, officers, employees and agents, in
each case, to the same extent and subject to the same limitations as provided
above for the



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<PAGE>   88

Agents.

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

          Where an Agent is obliged by the provisions of this Article VIII to
give any notice or notification "promptly" or "forthwith", if it gives such
notice or notification within two Business Days of an officer of it charged with
the administration of this Agreement becoming aware of the subject matter of
such notice or notification, it shall be deemed to have given such notice or
notification promptly or forthwith.

                                   ARTICLE IX

                         Collection Allocation Mechanism

          On the CAM Exchange Date, (i) the Commitments shall automatically and
without further act be terminated as provided in Article VII and (ii) the
Lenders shall automatically and without further act be deemed to have exchanged
interests in the Specified Obligations under the Tranches (and participations in
the undrawn amounts of Letters of Credit) such that, in lieu of the interest of
each Lender in the Specified Obligations under each Tranche in which it shall
participate as of such date (including the principal, reimbursement, interest
and fee obligations of each Borrower in respect of each such Tranche) and such
Lender's participation in undrawn Letters of Credit, such Lender shall own an
interest equal to such Lender's CAM Percentage in the Specified Obligations
under each of the Tranches (including the principal, reimbursement, interest and
fee obligations of each Borrower in respect of each such Tranche) and hold a
participation in the undrawn amount of each outstanding Letter of Credit equal
to its CAM Percentage thereof. Each Lender, each person acquiring a
participation from any Lender as contemplated by Section 11.02 and each Borrower
hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender
agrees from time to time to execute and deliver to the Administrative Agent all
such promissory notes and other instruments and documents as the Administrative
Agent shall reasonably request to evidence and confirm the respective interests
and obligations of the Lenders after giving effect to the CAM Exchange, and each
Lender agrees to surrender any promissory notes originally received by it in
connection with its Loans hereunder to the Administrative Agent against delivery
of any promissory notes so executed and delivered; provided, however, that the
failure of any Borrower to execute or deliver or of any Lender to accept any
such promissory note, instrument or document shall not affect the validity or
effectiveness of the CAM Exchange. On the CAM Exchange Date, each Lender whose
funded Exposures after giving effect to the CAM Exchange shall exceed its funded
Exposures before giving effect thereto shall pay to the Administrative Agent the
amount of such excess in the applicable currency or currencies, and the
Administrative Agent shall pay

                                       84
<PAGE>   89

to each of the other Lenders, out of the amount so received by it, the amount by
which such Lender's funded Exposures before giving effect to the CAM Exchange
exceeds such funded Exposures after giving effect thereto; provided that each
Lender's total Exposure immediately prior to and immediately after the CAM
Exchange shall remain unchanged.

                                   ARTICLE X

                                    Guarantee

          In order to induce the Lenders to extend credit to the other
Borrowers hereunder, the Company hereby irrevocably and unconditionally
guarantees, as a primary obligor and not merely as a surety, the payment when
and as due of the Obligations of such other Borrowers. The Company further
agrees that the due and punctual payment of such Obligations may be extended or
renewed, in whole or in part, without notice to or further assent from it, and
that it will remain bound upon its guarantee hereunder notwithstanding any such
extension or renewal of any such Obligation.

          The Company waives presentment to, demand of payment from and protest
to any Borrower of any of the Obligations, and also waives notice of acceptance
of its obligations and notice of protest for nonpayment. The obligations of the
Company hereunder shall not be affected by (a) the failure of any Agent, Issuing
Bank or Lender to assert any claim or demand or to enforce any right or remedy
against any Borrower under the provisions of this Agreement, any other Loan
Document or otherwise; (b) any extension or renewal of any of the Obligations;
(c) any rescission, waiver, amendment or modification of, or release from, any
of the terms or provisions of this Agreement, or any other Loan Document or
agreement; (d) any default, failure or delay, willful or otherwise, in the
performance of any of the Obligations; or (e) any other act, omission or delay
to do any other act which may or might in any manner or to any extent vary the
risk of the Company or otherwise operate as a discharge of a guarantor as a
matter of law or equity or which would impair or eliminate any right of the
Company to subrogation.

          The Company further agrees that its agreement hereunder constitutes a
guarantee of payment when due (whether or not any bankruptcy or similar
proceeding shall have stayed the accrual or collection of any of the Obligations
or operated as a discharge thereof) and not merely of collection, and waives any
right to require that any resort be had by any Agent, Issuing Bank or Lender to
any balance of any deposit account or credit on the books of any Agent, Issuing
Bank or Lender in favor of any Borrower or any other Person.

          The obligations of the Company hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, and shall not
be subject to any defense or set-off, counterclaim, recoupment or termination
whatsoever, by reason of the invalidity, illegality or unenforceability of any
of the Obligations, any impossibility in the performance of any of the
Obligations or otherwise.

          The Company further agrees that its obligations hereunder shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any Obligation is rescinded or must otherwise
be restored by any Agent, Issuing Bank or Lender



                                       85
<PAGE>   90

upon the bankruptcy or reorganization of any Borrower or otherwise.

          In furtherance of the foregoing and not in limitation of any other
right which any Agent, Issuing Bank or Lender may have at law or in equity
against the Company by virtue hereof, upon the failure of any other Borrower to
pay any Obligation when and as the same shall become due, whether at maturity,
by acceleration, after notice of prepayment or otherwise, the Company hereby
promises to and will, upon receipt of written demand by any Agent, Issuing Bank
or Lender, forthwith pay, or cause to be paid, to the applicable Agent, Issuing
Bank or Lender in cash an amount equal to the unpaid principal amount of such
Obligations then due, together with accrued and unpaid interest thereon. The
Company further agrees that if payment in respect of any Obligation shall be due
in a currency other than US Dollars and/or at a place of payment other than New
York and if, by reason of any Change in Law, disruption of currency or foreign
exchange markets, war or civil disturbance or other event, payment of such
Obligation in such currency or at such place of payment shall be impossible or,
in the reasonable judgment of any Agent, Issuing Bank or Lender, not consistent
with the protection of its rights or interests, then, at the election of the
Administrative Agent, the Company shall make payment of such Obligation in US
Dollars (based upon the applicable Exchange Rate in effect on the date of
payment) and/or in New York, and shall indemnify each Agent, Issuing Bank and
Lender against any losses or reasonable out-of-pocket expenses that it shall
sustain as a result of such alternative payment.

          Upon payment by the Company of any sums as provided above, all rights
of the Company against any Borrower arising as a result thereof by way of right
of subrogation or otherwise shall in all respects be subordinated and junior in
right of payment to the prior indefeasible payment in full of all the
Obligations owed by such Borrower to the Agents, the Issuing Banks and the
Lenders.

          Nothing shall discharge or satisfy the liability of the Company
hereunder except the full performance and payment of the Obligations.

                                   ARTICLE XI

                                  Miscellaneous

          SECTION 11.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a) if to any Borrower, to it c/o USG Corporation, 125 South Franklin
Street, Chicago, Illinois 60606, Attention of Corporate Treasurer (Telecopy No.
(312) 606-3883);

          (b) if to the Administrative Agent, to The Chase Manhattan Bank, Loan
and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New
York 10081, Attention of Katherine Graham (Telecopy No. (212) 552-5662), with a
copy to Chase Securities



                                       86
<PAGE>   91

Inc., 10 South LaSalle Street, Chicago, Illinois 60603, Attention of Steven J.
Faliski (Telecopy No. (312) 443-1964);

          (c) if to the Canadian Agent, to it at The Toronto-Dominion Bank,
Toronto Dominion Bank Tower, Toronto Dominion Centre, 66 Wellington Street West,
38th Floor, Toronto, Ontario, Canada M5K 1A2, Attention of Vice President, Loans
Syndication-Agency (Telecopy No. (416) 982-5535); with a copy to the
Administrative Agent as provided in paragraph (b) above;

          (d) if to the US Issuing Bank, to it at The Chase Manhattan Bank,
Metrotech Center, 8th Floor, Brooklyn, New York 11245, Attention of Satya Kharga
(Telecopy No. (718) 242-6501);

          (e) if to the Canadian Issuing Bank, to it at The Toronto-Dominion
Bank, Toronto Dominion Bank Tower, Toronto Dominion Centre, 66 Wellington Street
West, 38th Floor, Toronto, Ontario, Canada M5K 1A2, Attention of Vice President,
Loans Syndication-Agency (Telecopy No. (416) 982-5535);

          (f) if to the US Swingline Lender, to it at The Chase Manhattan Bank,
Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York,
New York 10081, Attention of Katherine Graham (Telecopy No. (212) 552-5662),
with a copy to Chase Securities Inc., 10 South LaSalle Street, Chicago, Illinois
60603, Attention of Steven J. Faliski (Telecopy No. (312) 443-1964);

          (g) if to the Canadian Swingline Lender, to it at The Toronto-Dominion
Bank, Corporate Accounts Administration, 66 Wellington Street West, 38th Floor,
Toronto-Dominion Bank Tower, Toronto, Ontario, Canada M5K 1A2, Attention: Lynne
Crofts (Telecopy No. (416) 982-6630); and

          (h) if to any other Lender, to it at its address (or telecopy number)
set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto or, in the case
of any lender described in clause (h) above, to the Administrative Agent (and,
if such Lender is a Canadian Tranche Lender, to the Canadian Agent) and to the
Company. All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

                      SECTION 11.02. Waivers; Amendments.

          (a) No failure or delay by any Agent, any Issuing Bank or any Lender
in exercising any right or power hereunder or under any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the Agents,
the Issuing Banks and the Lenders hereunder and under the other Loan Documents




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are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of any Loan Document or consent to
any departure by any Borrower therefrom shall in any event be effective unless
the same shall be permitted by paragraph (b) of this Section, and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given. Without limiting the generality of the foregoing, the
making of a Loan, acceptance of a Draft or issuance of a Letter of Credit shall
not be construed as a waiver of any Default, regardless of whether any Agent,
any Lender or any Issuing Bank may have had notice or knowledge of such Default
at the time.

(b) Neither this Agreement nor any other Loan Document nor any provision hereof
or thereof may be waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by the Company and the Required Lenders or by
the Company and the Administrative Agent with the consent of the Required
Lenders or, in the case of any other Loan Document, pursuant to an agreement or
agreements in writing entered into by the Administrative Agent and the Borrower
or Borrowers that are parties thereto, in each case with the consent of the
Required Lenders; provided that no such agreement shall

               (i) increase any Commitment of any Lender without the written
     consent of such Lender,

               (ii) reduce the principal amount of any Loan or LC Disbursement
     or reduce the rate of interest thereon, or reduce any fees payable
     hereunder, without the written consent of each Lender affected thereby,

               (iii) postpone the date of any scheduled payment of the principal
     amount of any Loan or LC Disbursement, or any interest thereon, or any
     amount in respect of any Acceptance, or any fees payable hereunder, or
     reduce the amount of, waive or excuse any such payment, or postpone the
     scheduled date of expiration of any Commitment or reinstate any Commitment
     theretofore terminated, without the written consent of each Lender affected
     thereby,

               (iv) change Section 2.20(b) or (c) in a manner that would alter
     the pro rata sharing of payments required thereby without the written
     consent of each Lender (it being understood that the addition of new
     tranches of loans or commitments that may be extended under this Agreement
     shall not be deemed to alter such pro rata sharing of payments),

               (v) change any of the provisions of this Section or the
     definition of "Required Lenders" or any other provision of any Loan
     Document specifying the number or percentage of Lenders (or Lenders of any
     Class) required to waive, amend or modify any rights thereunder or make any
     determination or grant any consent thereunder, without the written consent
     of each Lender (or each Lender of such Class, as the case may be) (except,
     in each case, to provide for new tranches of loans or commitments that may
     be extended under this Agreement),

               (vi) release the Company from, or limit or condition, its
     obligations under Article X without the written consent of each Lender,




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               (vii) change any provisions of Article IX without the written
     consent of each Lender, or

               (viii) change any provisions of any Loan Document in a manner
     that by its terms adversely affects the rights in respect of payments due
     to Lenders holding Loans of any Class differently than those of Lenders
     holding Loans of any other Class without the written consent of Lenders
     holding a majority in interest of the outstanding Loans and unused
     Commitments of each adversely affected Class;

provided further that (A) no such agreement shall amend, modify or otherwise
affect the rights or duties of any Agent, Issuing Bank or Swingline Lender
hereunder or under any other Loan Document without the prior written consent of
such Agent, Issuing Bank or Swingline Lender, as the case may be, and (B) any
waiver, amendment or modification of this Agreement that by its terms affects
the rights or duties under this Agreement of the US Tranche Lenders (but not the
Canadian Tranche Lenders) or the Canadian Tranche Lenders (but not the US
Tranche Lenders) may be effected by an agreement or agreements in writing
entered into by the Company and requisite percentage in interest of the affected
Class of Lenders.

          SECTION 11.03. Expenses; Indemnity; Damage Waiver.

          (a) The Company shall pay (i) all reasonable out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of this Agreement or the other Loan
Documents or any amendments, modifications or waivers of the provisions hereof
or thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated), (ii) all reasonable out-of-pocket expenses incurred by each
Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all
reasonable out-of-pocket expenses incurred by any Agent, any Issuing Bank or any
Lender, including the reasonable fees, charges and disbursements of any counsel
for any Agent, any Issuing Bank or any Lender, in connection with the
enforcement or protection of its rights in connection with any Loan Document,
including its rights under this Section, or in connection with the Loans made,
Acceptances accepted or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans, Acceptances or Letters of Credit.

          (b) The Company shall indemnify each Agent, each Issuing Bank and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related costs or expenses,
including the reasonable fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) any transaction or proposed transaction
(whether or not consummated) in which any proceeds of any borrowing hereunder
are applied or proposed to be applied, directly or indirectly, by the Company or
any Subsidiary, (ii) any Loan, Acceptance or Letter of Credit or the use of the
proceeds therefrom (including any refusal by any Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit),





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(iii) the execution, delivery or performance by the Company and the Subsidiaries
of the Loan Documents, or any actions or omissions of the Company or any
Subsidiary in connection therewith, (iv) any actual or alleged presence or
release of Hazardous Materials on or from any property owned or operated by the
Company or any of its Subsidiaries, or any Environmental Liability related in
any way to the Company or any of its Subsidiaries, or (v) any actual or
prospective claims, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related costs or expenses shall have
resulted from the gross negligence or willful misconduct of such Indemnitee.

          (c) To the extent that the Company fails to pay any amount required to
be paid by it to any Agent, Issuing Bank or Swingline Lender under paragraph (a)
or (b) of this Section, each Lender severally agrees to pay to such Agent,
Issuing Bank or Swingline Lender, as the case may be, such Lender's pro rata
share (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
cost or expense, as the case may be, was incurred by or asserted against such
Agent, Issuing Bank or Swingline Lender in its capacity as such; and provided
further that payment of any amount by any Lender pursuant to this clause (c)
shall not relieve the Company of its obligation to pay such amount, and such
Lender shall have a claim against the Company for such amount. For purposes
hereof, a Lender's "pro rata share" shall be determined based upon its share of
the sum (without duplication) of the total Exposures and unused Commitments at
the time.

          (d) To the extent permitted by applicable law, no Borrower shall
assert, and each Borrower hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit or the use of the proceeds thereof.

          (e) All amounts due under this Section shall be payable within 10
Business Days after receipt by the Company of a reasonably detailed invoice
therefor.

          SECTION 11.04. Successors and Assigns.

          (a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
permitted hereby (including any Affiliate of an Issuing Bank that issues any
Letter of Credit), except that no Borrower may assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by any Borrower without such
consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the
extent expressly contemplated hereby, the Related Parties of each of the Agents,
the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement. The parties hereto agree that each Agent,
each



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Issuing Bank and each Lender, in entering into this Agreement, is, for purposes
of those provisions herein which are expressed to confer upon a Related Party of
any such Person any legal or equitable right, remedy or claim, entering into
this Agreement on its own behalf and as agent and trustee on behalf of such
Related Party and shall hold and enforce such Related Party's rights under this
Agreement for such Related Party's benefit.

          (b) Any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitments and the Loans or other amounts at the time owing to it);
provided that

               (i) except in the case of an assignment to a Lender, an Affiliate
     of a Lender or a Related Fund of any Lender, each of the Company and the
     Administrative Agent (and in the case of an assignment of all or a portion
     of a Canadian Tranche Commitment or any Lender's obligations in respect of
     its LC Exposure or Swingline Exposure, the Canadian Agent, the applicable
     Issuing Bank or the applicable Swingline Lender, as applicable) must give
     its prior written consent to such assignment (which consent shall not be
     unreasonably withheld),

               (ii) except in the case of an assignment to a Lender, an
     Affiliate of a Lender or a Related Fund of any Lender or an assignment of
     the entire remaining amount of the assigning Lender's Commitments and
     outstanding Loans and Acceptances, the amount of the Commitments and
     outstanding Loans and Acceptances of the assigning Lender subject to each
     such assignment and the amount of the Commitments and outstanding Loans and
     Acceptances retained by the assigning Lender after giving effect to each
     such assignment (determined as of the date the Assignment and Acceptance
     with respect to such assignment is delivered to the Administrative Agent)
     shall not be less than $5,000,000 unless each of the Company and the
     Administrative Agent otherwise consent,

               (iii) the parties to each assignment shall execute and deliver to
     the Administrative Agent an Assignment and Acceptance, together with a
     processing and recordation fee of $3,500, and

               (iv) the assignee, if it shall not be a Lender, shall deliver to
     the Administrative Agent an Administrative Questionnaire;

and provided further that any consent of the Company otherwise required under
this paragraph shall not be required if an Event of Default referred to in
Section 7.01(g) or (h) has occurred and is continuing. Subject to acceptance and
recording thereof pursuant to paragraph (d) of this Section, from and after the
effective date specified in each Assignment and Acceptance the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.17, 2.18, 2.19 and 11.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this



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paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.

          (c) The Administrative Agent, acting for this purpose as an agent of
each Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans, face amount of Acceptances and principal
amount of LC Disbursements owing to, each Lender pursuant to the terms hereof
from time to time (the "Register"). The entries in the Register shall be
conclusive absent manifest error, and the Borrowers, the Agents, the Issuing
Banks and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Company, the Canadian Agent, the Issuing Banks
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

          (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

          (e) Any Lender may, without the consent of any Borrower or the
Administrative Agent or any Issuing Bank or Swingline Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it and
Acceptances accepted by it); provided that (i) such Lender's obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrowers, the Administrative Agent, the Issuing Banks and the
other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in clause (i), (ii), (iii) or (vi)
of the first proviso to Section 11.02(b) that affects such Participant. Subject
to paragraph (f) of this Section, each Borrower agrees that each Participant
shall be entitled to the benefits of Sections 2.17, 2.18 and 2.19 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 11.08 as though it
were a Lender, provided such Participant agrees to be subject to Section 2.20(b)
as though it were a Lender.




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          (f) A Participant shall not be entitled to receive any greater payment
under Section 2.17 or 2.19 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Company's
prior written consent. A Participant shall not be entitled to the benefits of
Section 2.19 unless the Company is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrowers, to
comply with Section 2.19(e) as though it were a Lender.

          (g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank or, in the case of a Lender that is an investment fund, to
the trustee under the indenture to which such fund is a party, and this Section
shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release
a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

          SECTION 11.05. Survival. All covenants, agreements, representations
and warranties made by the Borrowers herein or in any other Loan Document or in
the certificates or other instruments delivered in connection with or pursuant
to this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto or thereto and shall survive the
execution and delivery of this Agreement and any other Loan Document and the
making of any Loans, acceptance of any Drafts and issuance of any Letters of
Credit, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that any Agent, any Issuing Bank or any Lender may
have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall continue in
full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement or any other
Loan Document (including any amount in respect of any Acceptance) is outstanding
and unpaid or any Letter of Credit is outstanding and so long as the Commitments
have not expired or terminated. The provisions of Sections 2.17, 2.18, 2.19,
11.03 and 11.12 and Article VIII shall survive and remain in full force and
effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Loans, the expiration or termination of the Letters of
Credit, the Acceptances and the Commitments or the termination of this Agreement
or any other Loan Document or any provision hereof or thereof.

          SECTION 11.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to fees
payable to the Agents constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding


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upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

          SECTION 11.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 11.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final and in whatever currency denominated) at any time
held and other obligations at any time owing by such Lender or Affiliate to or
for the credit or the account of any Borrower against any of and all the
obligations of such Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may have.

          SECTION 11.09. Governing Law; Jurisdiction; Consent to Service of
Process.

          (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

          (b) Each Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to any
Loan Document, or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all claims
in respect of any such action or proceeding may be heard and determined in such
New York State or, to the extent permitted by law, in such Federal court. Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Agreement or any other Loan Document shall affect any right that any Agent, any
Issuing Bank or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement against any Borrower or its properties in the courts
of any jurisdiction.

          (c) Each Borrower hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or any other Loan
Document in any court referred to in paragraph (b) of this Section. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the



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defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

          (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 11.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

          SECTION 11.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

          SECTION 11.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 11.12. Confidentiality. Each Agent, the Issuing Bank and each
Lender agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors, to Related Funds' directors and officers and to any actual
or prospective contractual counterparty (or its advisors) in any swap or
derivative transaction (it being understood that each Person to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential and to use such
information only in connection with this Agreement or any such swap or
derivative transaction, as applicable), (b) to the extent requested by any
regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) to the extent required or advisable in the judgment of
counsel in connection with any suit, action or proceeding relating to the
enforcement of rights of the Agents, the Issuing Banks or the Lenders against
the Borrowers under this Agreement or any other Loan Document, (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement, (g) with
the consent of the Company or (h) to the extent such Information becomes
publicly available other than as a result of a breach of this Section of which
such Agent, Issuing Bank or Lender is aware or becomes available to any Agent,
any Issuing Bank or any Lender on a nonconfidential basis from a source other
than the Company other than as a result of a breach of this Section, or of any
other confidentiality agreement to which the






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Company is a party, of which such Agent, Issuing Bank or Lender is aware. For
the purposes of this Section, "Information" means all information received from
the Company relating to the Company or its business, other than any such
information that is available to any Agent, any Issuing Bank or any Lender on a
nonconfidential basis prior to disclosure by the Company other than as a result
of a breach of this Section of which such Agent, Issuing Bank or Lender is
aware. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

          SECTION 11.13. Conversion of Currencies.

          (a) If, for the purpose of obtaining judgment in any court, it is
necessary to convert a sum owing hereunder in one currency into another
currency, each party hereto agrees, to the fullest extent that it may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures in the relevant jurisdiction the first
currency could be purchased with such other currency on the Business Day
immediately preceding the day on which final judgment is given.

          (b) The obligations of each Borrower in respect of any sum due to any
party hereto or any holder of the obligations owing hereunder (the "Applicable
Creditor") shall, notwithstanding any judgment in a currency (the "Judgment
Currency") other than the currency in which such sum is stated to be due
hereunder (the "Agreement Currency"), be discharged only to the extent that, on
the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, such Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrowers
contained in this Section 11.13 shall survive the termination of this Agreement
and the payment of all other amounts owing hereunder.

          SECTION 11.14. Non-Reliance by the Lenders. Each Lender by its
signature to this Agreement represents and warrants that it has not relied in
the extension of the credit contemplated by this Agreement, nor will it rely in
the maintenance thereof, upon any assets of the Company or its Subsidiaries
consisting of margin stock (within the meaning of Regulation U of the Board).




                                       96
<PAGE>   101


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

                                 USG CORPORATION


                                 By:
                                    -------------------------------------------
                                      Name:  D. Rick Lowes
                                      Title: Vice President and Treasurer







                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000

<PAGE>   102



                                 THE CHASE MANHATTAN BANK,
                                 individually as a Lender
                                 and as Administrative
                                 Agent, US Issuing Bank and
                                 US Swingline Lender


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





                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000


<PAGE>   103




                                 BANK ONE, NA, having its
                                 principal office in
                                 Chicago, Illinois,
                                 individually as a Lender
                                 and as Syndication Agent


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







                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000

<PAGE>   104



                                 BANK ONE CANADA


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








                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000


<PAGE>   105



                                 CITIBANK, N.A., individually as a Lender and as
                                 Lender and as Syndication Agent


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








                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000

<PAGE>   106



                                 BANK OF AMERICA, N.A., individually and as
                                 Documentation Agent


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









                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000

<PAGE>   107



                                 THE TORONTO-DOMINION BANK,
                                 individually as a Lender
                                 and as Canadian Agent,
                                 Canadian Issuing Bank and
                                 Canadian Swingline Lender


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







                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000

<PAGE>   108



                                 SUNTRUST BANK, individually as a Lender and as
                                 Co-Agent


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






                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000

<PAGE>   109



                                 THE NORTHERN TRUST COMPANY


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







                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000



<PAGE>   110



                                 THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                 CHICAGO BRANCH


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









                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000


<PAGE>   111



                                 BARCLAYS BANK PLC


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







                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000

<PAGE>   112



                                 DEUTSCHE BANK AG
                                 NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH


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


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







                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000

<PAGE>   113




                                 THE INDUSTRIAL BANK OF JAPAN, LIMITED


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






                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000


<PAGE>   114



                                 MORGAN GUARANTY TRUST COMPANY
                                 OF NEW YORK


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






                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000




<PAGE>   115



                                 THE SANWA BANK, LIMITED


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










                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000

<PAGE>   116



                                 WACHOVIA BANK, N.A.


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







                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000



<PAGE>   117



                                 FIRSTAR BANK, N.A.


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






                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000

<PAGE>   118



                                 THE FUJI BANK, LIMITED


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





                                 Signature Page
                                 USG Corporation
                           Five Year Credit Agreement
                            dated as of June 30, 2000